INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement |
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THIS
INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is
made
as
of the
1st
day of
November, 2005.
BETWEEN:
ACCESS
ENERGY INC..
(the
“Company”)
-
and
-
CONISTON
INVESTMENT CORP.
(the
“Contractor”)
(collectively
referred to as the “Parties”)
RECITALS:
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A.
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The
Company is engaged in the business of hydrocarbon exploration, development
and production.
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B.
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Mr.
Paul Parisotto (“Parisotto”) has been elected a director of the Company;
and
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C.
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The
Company has agreed to retain the services of the
Contractor.
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THEREFORE,
the
Parties agree as follows:
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1.
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TERM
OF AGREEMENT
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1.1 The
term
of this Agreement shall be for the period (the “Term”) commencing on November 1,
2005 and terminating on October
31,
2006
(the
“Agreement Expiry Date”), unless extended further or terminated earlier, all in
accordance with the provisions contained herein.
1.2 Unless
either Party not less than 60 days prior to the Agreement Expiry Date then
in
effect hereunder, gives notice to the other Party that this Agreement will
not
be renewed, the Agreement Expiry Date will be amended to the next anniversary
date of the Agreement Expiry Date and the Agreement will continue,
unamended.
1.3 Notwithstanding
the foregoing, the Term may expire before an Agreement Expiry Date in the event
that: (a) Parisotto in performing the Services either by omission or commission,
engages in conduct which would entitle the Company to terminate him for cause;
(b) Parisotto is no longer employed by the Contractor; or (c) following a Change
of Control as set forth in section 7 of this Agreement.
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2.
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SERVICES
TO BE PROVIDED
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The
Company hereby retains the Contractor for the purposes of providing only such
services as the Parties may agree from time to time during the Term (the
“Services”). For more particularity, the Services will include, but not be
limited to the following:
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(a)
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consulting
and advisory services provided by the Contractor on matters with
respect
to the acquisition, exploration, development and production of
hydrocarbons in western Canada and the western United States, and
in
particular Saskatchewan;
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(b)
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assisting
the Company in negotiation of a joint venture agreement between indigenous
aboriginal peoples (“Aboriginal People”) and the Company;
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(c)
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establishing
and maintaining a working relationship between the Aboriginal Peoples
and
the Company;
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(d)
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assisting
the Company in the formation of a team of technical experts for assessment
of the potential for development on the lands of the Aboriginal Peoples
including, drilling, seismic and data analysis;
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(e)
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assisting
the Aboriginal Peoples on a “as required basis” in matters between the
Aboriginal Peoples and both provincial and federal and state authorities
as they relate to the interests of Company;
and
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(d)
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the
Contractor may be requested to undertake such other related assignments
as
the Company may from time to time request.
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The
Contractor agrees that it will retain Parisotto and cause Parisotto to devote
his principal time and attention to providing the Services but there shall
be no
set hours of work to provide the Services. The Contractor may, however; retain
from time to time such personnel as it deems appropriate in order to provide
the
Services.
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3.
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FEES
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3.1
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In
consideration of the Services provided, the Company shall pay to
the
Contractor a fee of: (i) $260,000.00
per annum (the “Fee”) plus applicable Goods and Services Tax (“GST”)
payable monthly; (ii) $1,000,000.00 (the “Dene Fee”) in the event the
Company enters into an agreement with the Buffalo River Dene Nation
and/or
its associates or affiliates to develop hydrocarbon opportunities
in a
defined area within Treaty 10 lands which includes the traditional
and
historically occupied and used lands of the Buffalo River Dene Nation
(the
“Dene”); and (iii) the Contractor will also be entitled to receive a 1.25%
non-convertible overriding royalty based on 100% production (“GORR”) from
any and all projects that Contractor
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