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CONSULTING SERVICES
AGREEMENT
THIS AGREEMENT made effective as of the 1st day of December,
2004.
BETWEEN:
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
AND:
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
WHEREAS:
A.
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;
B.
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:
ARTICLE I
AGREEMENT TO PROVIDE CONSULTING SERVICES
1.01
The Consultant will make personnel
available to carry out the Work for Dejour in the areas, and the
rates described in Schedule "A" hereto.
1.02
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.
1.03
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.
ARTICLE II
REPORTING
2.01
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
2.02
The information contained in the Work
generated and delivered by the Consultant to Dejour will be the
exclusive property of Dejour.
2.03
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.
ARTICLE III
WORKER'S COMPENSATION
3.01
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.
3.02
The cost of workers' compensation
coverage shall be a cost chargeable to Dejour hereunder.
ARTICLE IV
INDEMNIFICATION
4.01
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.
ARTICLE V
ACCOUNTS
5.01
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.
5.02
Dejour shall, promptly pay the Consultant
all fees and approved costs and charges on disbursements shown in
such itemized statement of account.
ARTICLE VI
DURATION a
