Exhibit
10.2
THIS MANAGEMENT AGREEMENT made this
1 st
day of January, 2008
BETWEEN
SCOUT EXPLORATION INC.
, a body corporate, having offices
in the
City of Calgary in the Province of
Alberta (hereinafter referred to as "Scout")
And
KERRISDALE CONSULTING
INC. , a body corporate,
having offices in the
City of Calgary in the Province of
Alberta (hereinafter referred to as the "Consultant").
WHEREAS Scout
wishes to retain the services of the Consultant for the purposes of
performing the duties and functions of a Manager and a Geologist of
Scout and to provide geological advice and expertise, all on the
terms and conditions and to the extent hereinafter set
forth.
NOW, THEREFORE,
in consideration of the premises and mutual covenants and
agreements hereinafter set forth, the parties hereto do covenant
and agree as follows:
ARTICLE I -
Statement of Work
1.01 For the period January 1, 2008
to December 31, 2008 inclusive (the "Contract Period"), Scout will
retain (subject to termination as provided in Article IX hereof)
the Consultant under the terms of this Agreement to perform work
with no minimum and no maximum number of working days, unless
otherwise mutually agreed upon.
1.02 During the Contract Period the
Consultant shall, in a careful, prudent and professional manner,
perform the duties and functions normally performed by a company
Manager and a Geologist of Scout, as more particularly outlined in
the Job Description attached to and incorporated into this
Agreement as Schedule "A", and shall render such other geological
and management advice and expertise as may from time to time be
requested by Scout (herein called the "Work").
1.03 The Consultant shall perform and
complete the Work to the satisfaction of Scout and shall comply
with all reasonable instructions and directions from Scout in
connection herewith.
ARTICLE II -
Conduct of Work
2.01 The parties agree that this is a
personal services contract and that the Consultant will dedicate to
the performance of the Work the personal services of Brian Mahood
and will not utilize the services of any other individual for such
purpose.
2.02 The Work shall be performed at
the offices of Scout, at the City of Calgary, in the Province of
Alberta and in such other locations as Scout may reasonably
require.
2.03 Scout will provide the data
base, maps, computer services and other facilities and requirements
reasonably required by the Consultant for the performance of the
Work.
ARTICLE III
- Reports and Co-operation
3.01 The Consultant shall provide
reports in such form and context as Scout may reasonably request
respecting the Work.
3.02 The Consultant shall, during the
Contract Period, co-operate and work with other consultants engaged
by Scout and/or Scout employees engaged in related
work. In so doing, the Consultant shall make all
information available as required by Scout.
ARTICLE IV -
Confidentiality
4.01 The Consultant shall keep
confidential and in the strictest secrecy both during the term of
this Agreement and after termination thereof any and all
information obtained, directly or indirectly, as a result of or in
connection with the Work, unless the release of such information is
specifically authorized in writing by Scout, is subject to
disclosure required by law, rule, order or regulation or such
information becomes public in the general course of
business.
4.02 After termination of this
Agreement, the Consultant agrees not to engage in competition with
Scout for a period of six (6) months with respect to any oil or gas
prospects discovered by or made known to the Consultant during the
performance of the Work.
4.03 Title to all designs, technical
reports, photographs, drawings, plans, specifications, models,
patterns, samples, patents, inventions, methods and processes,
data, design reports, leads, prospects and all other information
and material of whatever kind, and whether of a proprietary nature
or not, arising out of or as a result of the Work shall vest in
Scout. All copies of any documents, reports, maps and
other information and material created or obtained by the
Consultant in the course of the performance of the Work are to be
returned to Scout upon termination of this Agreement.
4.04 The Consultant shall be able to
perform Work for other clients as long as such Work does not
conflict with Scout's activities.
ARTICLE V -
Indemnity and Insurance
5.01 The Consultant shall indemnify
and save harmless Scout from and against any and all claims,
damages, loss, costs, actions and expenses which it may at any time
incur or suffer as a result of or arising out of any act or
omission by the Consultant, any injury to persons (including
injuries resulting in death) or loss of or damage to
property incurred d
