EXHIBIT 10.4
CONSULTING AGREEMENT
This Agreement made effective as of the 1st day
of October, 2007.
BETWEEN:
AMG OIL LTD. , a
company incorporated under the laws of the State of Nevada and
having an office at Suite 1407, 1050 Burrard Street, Vancouver,
British Columbia V6Z 2S3
(the “
Company ”)
AND:
PCL HOLDINGS LTD.
, a company duly incorporated under the laws of British Columbia
and having an office at 350-6165 Hwy. 17, Delta, British Columbia
V4K 5B8
(the “
Consultant ”)
WHEREAS:
(A) The Company
wishes to have the Consultant perform various consulting and
advisory services for the Company (the “Consulting
Services”); and
(B)
Consultant is experienced and wishes to provide the Consulting
Services to the Company;
WITNESSETH that the parties mutually
agree as follows:
PART 1
INTERPRETATION
Definitions
(a) “ Agreement
” means this agreement;
(b) “ Board
” means the board of directors of the Company;
(c) “ Business
” means the acquisition, exploration and development of oil
and gas properties in the SE Asian area and any other material
business carried on from time to time by the Company;
(d) “ Cause
” means the circumstances if the Consultant:
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(i) is adjudicated to be
bankrupt,
(ii) is convicted of any
indictable offence;
(iii) commits an act of gross
misconduct, wilful negligence or fraud in respect of the
responsibilities or duties required to be performed under this
Agreement, or to be undertaken or required to be undertaken in
accordance with the provisions of this Agreement; or
(iv) engages in any conduct
which is intentional and materially injurious to the Business;
(e) “ Confidential
Information ” means any information which is non public,
confidential or proprietary in nature relating to the Company or
its Business including without limitation business plans, financial
data, transactions or other affairs of the Company and analyses,
compilations, forecasts, documentation, software, and technical
information, in oral, written, electronic or any other form.
Confidential Information does not include information that is or
becomes generally available to the public without fault of the
Consultant or that the Consultant can establish, through written
records, was in his possession prior to its disclosure in
connection with the Consultant’s engagement;
(f) “ Fee ”
means the fee set out in section 3.2 herein; and
(g) “ Term ”
means the term of this Agreement as set out in section 3.1.
Interpretation
1.2 For the
purposes of this Agreement, except as otherwise expressly provided
herein:
(a) “this
Agreement” means this Agreement as it may from time to time
be supplemented or amended and in effect;
(b) the words
“herein”, “hereof” and
“hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular section,
subsection, paragraph or other subdivision;
(c) the singular of any term
includes the plural and vice versa and the use of any term is
equally applicable to any gender and where applicable a body
corporate;
(d) the word “or”
is not exclusive and the word “including” is not
limiting (whether or not non-limiting language such as
“without limitation” or “but not limited
to” or other words of similar import is used with reference
thereto);
(e) all references to currency
means Canadian currency except where otherwise expressly stated;
and
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(f) the headings to the
sections, subsections and paragraphs of this Agreement are inserted
for convenience only and do not form a part of this Agreement and
are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.
PART 2
ENGAGEMENT
Services
2.1 The
Company hereby retains the Consultant for its Consulting Services
and Consultant hereby undertakes to perform the Consulting Services
for the Company on a part-time basis upon and subject to the terms
and conditions of this Agreement.
Duties
2.2 The
Consultant’s principle duties and responsibilities will be to
provide Consulting Services to assist with the financial matters of
the Business.
General Duties
2.3 During
the term of this Agreement, the Consultant will:
(a) diligently perform its
duties arising under this Agreement to the best of his skill and
ability, and
(b) attend to its duties on a
part-time basis as necessary, as reasonably required by the
Company.
PART 3
TERM AND COMPENSATION
Term
3.1 The
Consultant will commence the Consulting Services hereunder on
October 1, 2007 and will continue on an on-going basis (the
“Term”), subject to Part 5.
Compensation
3.2 The
Company will compensate the Consultant for the Consulting Services
throughout the Term in an amount equal to $60,000 per annum,
payable monthly (the “Fee”). The Consultant hereby
acknowledges that the Consultant is responsible for remitting its
own taxes and any contributions required by law to be remitted in
connection with the Fee, and the Company will have no
responsibility in respect of any failure by the Consultant to
properly remit such amounts when due, and the Consultant agrees to
indemnify and save the Company harmless
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from and against assessments, losses or
penalties actually incurred by the Company in this respect.
3.3 The
Consultant will be reimbursed for all reasonable travel and other
out-of-pocket expenses actually and properly incurred by the
Consultant from time to time in connection with carrying out the
Consultant Services hereunder. For all such expenses the Consultant
will supply the Company with appropriate invoices or statements in
respect of which the Consultant seeks reimbursement.
PART 4
CONFIDENTIALITY
Confidential Information
4.1 The
Consult
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