CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made effective as of the 1st day of December, 2004.
Talisman Capital Consulting Inc. a corporation under the laws of British Columbia with an office at #1708 – 1331 W. Georgia Street in the City of Vancouver, British Columbia V6E 4P1
(hereinafter called the "Consultant")
OF THE FIRST PART
Dejour Enterprises Ltd., a corporation under the laws of Ontario, with an office at Suite 900, 595 Howe Street, Vancouver, British Columbia V6C 2T5
(hereinafter called "Dejour")
OF THE SECOND PART
Dejour is a publicly traded corporation, desirous of retaining the services of the Consultant to provide executive consulting services related to Dejour or related corporations and their on-going business affairs;
The Consultant is ready, willing and able, to carry out and provide the consulting services (the "Work") on the terms and conditions, herein set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT , in consideration of the premises and of the sums herein provided to be paid by Dejour to the Consultant, and of the mutual covenants and undertakings to be performed hereunder, the parties agree as follows:
The Consultant will make personnel available to carry out the Work for Dejour in the areas, and the rates described in Schedule "A" hereto.
The Consultant will carry out the Work in consultation with the representatives of Dejour duly appointed in writing and covenants to conduct the Work in a businesslike manner, in keeping with professional practices in the industry and in a safe and lawful manner.
Prior to commencement of additional workers under this Agreement, the Consultant shall first provide to Dejour CV/Resume information for each additional worker and obtain the written approval of Dejour.
The Consultant will, as directed in writing, provide Dejour with regular progress reports, in such form as Dejour may reasonably require. All reports and copies thereof are to be directed to the attention of:
Robert L. Hodgkinson, Chairman & CEO
Dejour Enterprises Ltd.
Suite 900, 595 Howe Street
Vancouver, B.C. V6C 2T5
The information contained in the Work generated and delivered by the Consultant to Dejour will be the exclusive property of Dejour.
The reports and advice of the Consultant are not offered, and will not be used by Dejour for purposes of inducing investment to be made in Dejour unless the consent of the Consultant thereto is first given in writing.
In the event the Consultant employs in the Work any person who is required to be insured under Worker's Compensation legislation, or the Regulations of a Provincial or State employment commission or authority or equivalent, the Consultant shall, and covenants to, register with such authority and to pay all levies, premiums, and assessments required to maintain itself in good standing with such authority in respect of the Work to be performed under this Agreement.
The cost of workers' compensation coverage shall be a cost chargeable to Dejour hereunder.
In the event Dejour shall use the advice or report(s) of the Consultant in any way as an inducement or representation to others to rely thereon without the prior written consent of the Consultant and such holding out or representation or inducement shall become the subject of any claim for any loss, demand, cost, damage, action, suit or proceeding whatsoever, Dejour covenants to indemnify and save the Consultant harmless therefrom, it being understood that such indemnification shall survive termination of this Agreement.
The Consultant shall within five (5) days after the end of each month during which the Work is performed provide Dejour with a statement of account for the work performed during such month, such statement to be reasonably detailed and supported by receipts and vouchers for out-of-pocket and other expenses incurred and materials supplied by the Consultant under this Agreement during the period to which such statement relates. At the conclusion of the Work, the Consultant shall furnish Dejour with a final itemized statement of account.
Dejour shall, promptly pay the Consultant all fees and approved costs and charges on disbursements shown in such itemized statement of account.