Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT made
with effect from the 1st day of July, 2008 (the “Effective
Date”)
BETWEEN:
RWH Management Services Ltd.
64
Eagleview Way, Cochrane, Alberta, T4C 1P6
(the
“Consultant”)
AND:
Elmworth Energy Corporation
1250,
521 - 3rd Avenue SW, Calgary, Alberta, T2P 3T3
(the
“Company”)
RECITALS:
A.
The
Company has requested RWH Management Services Ltd. (" the
Consultant") to provide technical support for the Company;
and
B.
The
Company has agreed to pay the fees for work undertaken on
behalf of the Company, on the terms and conditions contained
herein.
WITNESSES THAT in
consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1
Entire Agreement
This
Agreement supersedes all previous invitations, proposals,
letters, correspondence, negotiations, promises, agreements,
covenants, conditions, representations and warranties with
respect to the subject matter of this Agreement. There is no
representation, warranty, collateral term or condition
affecting this Agreement for which any party can be held
responsible in any way, other than as expressed in writing in
this Agreement.
1.2
Amendments
No
change or modification of this Agreement will be valid unless
it is in writing and signed by each party to this
Agreement.
1.3
Invalidity of Particular Provision
It
is intended that all of the provisions of this Agreement will
be fully binding and effective between the parties. In the
event that any particular provision or provisions or a part of
one or more is found to be void, voidable or unenforceable for
any reason whatsoever, then the particular provision or
provisions or part of the provision will be deemed severed
from the remainder of this Agreement. The other provisions of
this Agreement will not be affected by the severance and will
remain in full force and effect.
1.4
Governing Law
This
Agreement will be governed by and construed in accordance with
the laws of the Province of Alberta and the laws of Canada
applicable in such Province.
ARTICLE 2
SERVICES AND REMUNERATION
2.1
Services
The
Consultant agrees to use its reasonable efforts
to:
(a)
Provide
technical support for the Company’s exploration
programs; and,
(b)
Assist
the President of the Company as requested.
2.2
Remuneration
For
providing the services set out in 2.1 above, the Company
agrees to pay the Consultant $15,000 plus GST per
month.
2.3
Consultant Not Employee
The
parties agree that the Consultant is not an employee of the
Company and, as such, save as required by law; there shall be
no deductions for any statutory withholdings such as income
tax, Canada Pension Plan, Unemployment Insurance or
Worker’s Compensation.
2.4
Statutory Withholdings
The
Consultant agrees to make and remit all statutory withholdings
as may be required to be made by the Consultant in connection
with the performance of its services for the
Company.
ARTICLE 3
GENERAL OBLIGATIONS OF THE CONSULTANT
3.1
The Company’s Ownership of
Rights
The
Consultant acknowledges and agrees as follows with respect to
the ownership of rights by the Company and the limitation of
the Consultant’s rights:
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(a)
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The
Consultant acquires no rights in any inventions or developments or
work products, including, but not limited to, documents, written
materials, programs, designs, discs and tapes (the “Work
Products”) resulting from, derived from or otherwise related
to the performance of the Services by the Consultant or the
Confidential Information. All such inventions, developments and
Work Products are the property of the Company. The Consultant will
promptly and duly execute and deliver to the Company such further
documents and assurances and take such further action as the
Company may from time to time request in order to more effectively
carry out the intent and purpose of this section, and to establish
and protect the rights, interests and remedies of the
Company.
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