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THIS AGREEMENT MADE THIS 12
DAY OF August, 2005
BETWEEN
Quest Canada
Corp.
(the
"Company")
AND
TransAction Oil & Gas
Ventures Inc.
(the
"Operator")
WHEREAS THE
Company hereby engages the services of the Operator and the
Operator agrees to provide services to the Company as described on
Schedule A attached hereto. (collectively the
"Services")
AND IN
CONSIDERATION of the performance by the Operator of the Services
under this Agreement the Company agrees to compensate the Operator
for its time, material and Services in accordance with the terms
outlined in Schedule B.
This Agreement
covers Services rendered by the Operator covering the drilling of a
test well on the prospects as outlined in Schedule C, including all
follow up wells. This Agreement may be terminated at any time by
either party for breach or neglect of duty by the other, which is
not remedied within 30 days after written notice by either party.
No termination shall prejudice the Operator's rights to payments
for Services completed prior to the effective date of
termination.
All services
shall be performed under this Agreement by the Operator in its
capacity as an independent contractor and not as an employee of the
Company. The Operator shall supervise the performance of its
Services and shall be entitled to control the manner and means by
which it's Services are to be performed subject to compliance with
the Agreement.
The Operator
acknowledges that in the course of this Agreement it shall have
access to confidential and proprietary information of the Company
which the Company will make available to the Operator or which will
come into possession of the Operator in carrying out its Services
("Confidential Information") and Operator agrees not to disclose or
disseminate the Confidential Information without the express prior
written consent of the Company. The "Confidential Information"
shall not include such information as is or becomes part of the
public domain through no action of omission of the Operator, which
becomes available to the Operator from third parties without
knowledge by the Operator, of any breach of fiduciary duty, or
which the Operator had in its possession prior to the date of this
Agreement.
All notices
under this Agreement shall be sent by first class mail, overnight
courier or confirmed email to the addresses speci
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