CONSULTING SERVICES
AGREEMENT
THIS AGREEMENT is made effective the
10 th day of March, 2009
BETWEEN:
OILSANDS QUEST INC.
, a corporation
with an office in the City of Calgary,
Alberta
(hereinafter " OQI ")
and
KARIM HIRJI,
an individual resident in the City
of Calgary, Alberta
(hereinafter " Consultant ")
WHEREAS OQI wishes to engage Consultant to perform
services hereinafter described and Consultant agrees to perform
such services on the terms set forth herein;
NOW THEREFORE,
in consideration of the mutual
covenants herein contained, and for other good and valuable
consideration (the receipt and sufficiency of which is hereby
acknowledged), OQI and Consultant (the " Parties ") agree as
follows:
|
1.1
|
Services.
Consultant agrees to perform such
services described in Schedule "A" to this Agreement as OQI shall,
from time to time, request (the " Services ").
|
|
1.2
|
Standard of
Conduct. The Services
shall be performed, and Consultant shall at all times act in a
diligent, efficient and professional manner and in accordance
with:
|
|
|
(a)
|
good industry practices and
procedures employed by prudent and diligent parties in similar
circumstances;
|
|
|
(b)
|
all applicable laws, rules,
regulations and other enactments (including without limitation,
business, tax, petroleum laws, and all laws related to health,
safety and the environment) and all applicable licenses,
authorizations or other approvals applicable to Consultant or the
Services;
|
|
|
(c)
|
OQI's policies and procedures
provided to the Consultant from time to time, including without
limitation, OQI's Code of Ethics , the current version of
which is attached hereto as Schedule D and any other new or updated
policies and procedures provided to Consultant from time to
time.
|
|
1.3
|
Reporting.
Consultant agrees to keep OQI
reasonably apprised of Consultant's progress in performing the
Services, including providing written reports to OQI upon
request. Consultant shall maintain
|
complete and accurate records of
Consultant's activities related to the Services, which shall be
provided to OQI upon request.
|
1.4
|
Guarantee.
Consultant guarantees that the
Services shall be performed in accordance with the standards set
forth in Section 1.2 and elsewhere in this Agreement. Any dispute
regarding deficient Services shall be resolved in accordance with
the dispute resolution provisions set forth in Section 13 of this
Agreement.
|
|
2.1
|
Fees.
As full compensation for the
Services, OQI shall pay Consultant at the rates and on the terms
set forth in Schedule "B" to this Agreement, which payments shall
be made in accordance with Section 3 hereof.
|
|
2.2
|
Expenses.
Consultant's documented, reasonable
and pre-approved expenses for travel and accommodation and other
pre-authorized business expenses incurred by Consultant during the
term of this Agreement and at the request of OQI shall be
reimbursed to Consultant, in accordance with Section 3
hereof.
|
|
|
(a)
|
Consultant agrees that the amounts
payable hereunder are inclusive of all applicable taxes, duties,
levies and charges (excluding GST payable in respect of the fees
set forth in Schedule "B", or any part thereof) assessed on the
Consultant by any and all governmental authorities in connection
with the Services. GST shall be identified on all invoices, and
shall be payable, as a separate item. Consultant further agrees
that all taxes and other amounts, whether income taxes, sales or
services taxes or withholding taxes, or any mandatory or
discretionary levies or withholdings payable to any government or
other authority having jurisdiction in the circumstances, whether
in respect of the Services, the persons performing the Services,
amounts paid hereunder, Consultant's business or otherwise, are the
sole responsibility of and shall be paid and remitted by the
Consultant.
|
|
|
(b)
|
Each of OQI and Consultant represent
and warrant to the other, that it is and will continue to be a GST
registrant in accordance with the Excise Tax Act (Canada) for the
term of the Services provided under this Agreement. Each of OQI and
Consultant shall provide to the other at all times when any GST is
required to be paid such documents and particulars relating to the
supply as may be required by either OQI and Consultant to
substantiate a claim for input tax credits as may be permitted
under the Excise Tax Act (Canada) in respect of GST.
|
|
3.
|
INVOICING, PAYMENT and
record-keeping
|
|
3.1
|
Invoicing.
Consultant shall invoice OQI on a
monthly basis during the term of this Agreement for all Services
rendered and expenses incurred at the request of OQI during the
applicable month. The invoice shall provide: (a) a detailed
description of the Services performed during the applicable
month,
|
the time expended and the applicable
rates therefor; and (b) an itemized statement of the reimbursable
costs and expenses incurred, accompanied by copies of receipts or
other documentary support for reimbursable costs and expenses. The
invoiced fees and expenses shall be payable by OQI to Consultant
within 30 days of receipt of the invoice; provided, however, that
OQI may withhold invoiced amounts which OQI reasonably disputes
until such dispute is resolved or as required under applicable
law.
|
3.2
|
Record-Keeping and Audit
Rights. Consultant
shall maintain complete and accurate records of the time expended
and the costs and the expenses incurred in the performance of the
Services. OQI shall have the right, at any time during the term of
this Agreement and within two years after the termination of this
Agreement, to inspect and/or audit Consultant's accounts and
records maintained in respect of the Services performed and such
invoices. Consultant shall preserve its accounts and records during
such two year period (or such longer period if required by
applicable law) and, thereafter, until such time as any claims or
discrepancies are resolved. In the event that OQI requests to
inspect or audit Consultant's accounts and records, Consultant
shall promptly (and, in any event, within five business days)
provide OQI with the requested accounts and records.
|
|
3.3
|
Disputed
Amounts. If OQI
disputes any amount for which it has been invoiced, it shall notify
the Consultant of the error or discrepancy and the amount OQI
claims should be adjusted on the invoice (or reimbursed if such
amount has already been paid by OQI) within 30 days of receipt of
invoice. Consultant shall, within 30 days of receiving such
notification from OQI, either (a) agree with OQI and adjust the
invoice accordingly (or reimburse OQI for the amount claimed if
such amount has already been paid by OQI), or (b) dispute OQI's
claim in good faith by sending written notice of such dispute to
OQI, in which case such dispute shall be resolved in accordance
with the dispute resolution provisions set forth in Section 13 of
this Agreement. Failure of Consultant to respond to any
notification from OQI of an error or discrepancy in the foregoing
manner within such 30-day period shall be deemed to be an
acceptance by Consultant of the amount claimed in such
notification, and the amount claimed shall immediately be adjusted
on the invoice in favour of OQI (or in the case of amounts already
paid by OQI, shall be immediately reimbursed from Consultant to
OQI).
|
|
4.
|
INDEPENDENT
CONTRACTOR
|
|
4.1
|
Independent
Contractor. Consultant is an independent contractor and not
an agent, partner or employee of OQI or any of its affiliates and
Consultant shall have no authority to contract on behalf of OQI.
Consultant shall have control of the manner in which Services are
performed.
|
|
4.2
|
No Benefits.
Except as noted in Schedule B,
Consultant shall be responsible for all health care or insurance
premiums, pension plan or unemployment insurance contributions and
no benefits of any nature are being provided to Consultant by
OQI.
|
|
4.3
|
Non-Exclusive
Arrangement. Consultant is not providing services to OQI on
an exclusive basis and Consultant is free to contract with, and
provide services to, other third parties, provided that
|
Consultant complies with the
confidentiality, conflict of interest and other provisions
contained herein.
|
5.1
|
Confidential
Information. All
information, reports, assessments, notes, electronic mail, maps,
data, drawings, designs, prospects, business and strategic plans,
analyses and other work product, in each case in whatever form
related to OQI, or its business, operations, activities, prospects,
strategic planning, business relationships, or related to the
Services (including, without limitation, the existence and terms of
this Agreement, and the nature and outcome of the Services) or
furnished to Consultant by OQI or its employees, agents,
affiliates, consultants or representatives, or developed by
Consultant based on the foregoing information (collectively, the "
Information ") shall: (a) remain the sole property of OQI;
(b) be maintained in strict confidence by Consultant and shall not
be disclosed by Consultant to any persons or parties (including any
media, publication or government) who are not previously approved
in writing by OQI; and (c) be used by Consultant solely for the
purpose of providing the Services and not for the Consultant's or
any third party's benefit. Consultant shall use best efforts and
shall implement appropriate safeguards to ensure the confidential
treatment of the Information and to protect the Information from
any intentional or unintentional wrongful disclosure. OQI will
endeavour to provide Consultant access to only that Information
necessary to provide his services in an effective
manner.
|
|
5.2
|
Exceptions.
Notwithstanding the foregoing,
Consultant shall not be obligated to maintain in confidence
Information: (a) that is in or becomes part of the public
domain other than as a result of a disclosure, directly or
indirectly, by Consultant; (b) that is legally in Consultant's
possession or otherwise known to Consultant prior to disclosure by
OQI, its agents, affiliates, consultants or representatives as
conclusively established by Consultant's verifiable written
records; (c) that is disclosed to Consultant by a third party
under no obligation to OQI to maintain the confidentiality thereof
as conclusively established by Consultant's verifiable written
records; or (d) to the extent Consultant is required by order of
court or regulatory body to disclose such Information, in which
event Consultant agrees to advise OQI of the order prior to
disclosure and to take all reasonable measures to limit the
disclosure and prevent it from dissemination beyond the absolute
requirements of the order, including requesting a protective order
and disclosure under seal.
|
|
5.3
|
Property of
OQI. All reports,
data, summaries, analyses, documents, notes, assessments,
electronic mail, discoveries, trade secrets, developments, data,
drawings, designs, intellectual property, results and other
information (in each case, in whatever form, including where
created and/or stored electronically) prepared or developed in
whole or in part by Consultant, pursuant to this Agreement or
otherwise related to the Services or containing Information shall
be the sole pro
|
|
