CONSULTING AGREEMENT THIS AGREEMENT made with effect from the 17 th day of December 2004 (the "Effective Date")Consulting Services Agreement |
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CONSULTING AGREEMENT
THIS AGREEMENT made with effect from the 17th day of December 2004 (the "Effective Date")
BETWEEN:
MGG Consulting
10691 Rosecroft Crescent, Richmond, BC, V7A 2H9
(the "Consultant")
AND:
Torrent Energy Corporation
Suite 3400, 666 Burrard Street, Vancouver, BC V6C 2X8
(the "Company")
RECITALS:
A. The Company is in the business of acquiring mineral leases and developing a coalbed methane exploratory project in Oregon.
B. The Company has requested that the Consultant assist it, on a non-exclusive and specific project-by-project basis, to provide consulting services as set out in this agreement which the Consultant is prepared to provide; and
C. The Company has agreed to pay the Consultant 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.
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 State of Colorado.
ARTICLE 2
REMUNERATION
2.1 Remuneration
In respect of providing services set out in Schedule A the Consultant shall be paid $8,000 per month (plus GST if applicable) commencing December 1, 2004 and granted stock options as approved by the directors of the Company.
2.2 Expenses
The Consultant will be reimbursed only for reasonable business expenses necessarily and actually incurred by the Consultant in the performance of the services. The expenses will be submitted to the Company for approval within 5 working days from each monthend.
2.3 Consultant Not Employee
The parties agree that the Consultant is not an employee of the Company and is not covered by any Company insurance and/or benefit plans.
2.4 Withholdings
The Consultant agrees to make and remit all state and federal withholdings as may be required to be made by the Consultant in connection with the performance of the 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:
(a) 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. All such inventions, developments and Work Products are the property of the Company.
(b) The Consultant will not use any informatio






