Exhibit 10.1
CONTRACT FOR INVESTMENT BANKING SERVICES
THIS CONTRACT FOR INVESTMENT BANKING SERVICES AGREEMENT ("Agreement")
is made and entered into on this 15th day of November 2001, by and
between Asdar Group, a Nevada corporation ("Client") and Palisades
Financial Ltd., a British Columbia corporation ("Contractor").
RECITALS
A. Client is in the business of exploring and developing
oil & gas projects in North America.
B. Client and Contractor desire to enter into a
relationship whereby Contractor will provide access to oil or
gas projects and funding for these projects.
ARTICLE I
TERM OF CONTRACT
1.1 Term of Contract.
The term of this Agreement shall be three (3) years
from the date set forth above, unless terminated
earlier.
ARTICLE II
SERVICES TO BE PERFORMED BY CONTRACTOR
2.1 Specific Services.
Contractor agrees to use his or her best efforts to
provide essential information and solicit contacts
with individuals and/or companies interested in
providing financial services to the Client.
2.2. Methods of Performing Services.
Contractor shall determine the method, details, and
means of performing the services described in Section
2.1 of this Agreement.
2.3 Status of Contractor.
Contractor is not an employee of Client for any
purpose whatsoever, but is an independent contractor.
Client is interested only in the results obtained by
Contractor, who shall have the sole control of the
manner and means of performing under this Agreement.
Client shall not have the right to require Contractor
to do anything which would jeopardize the relationship
of independent contractor between Contractor and
Client. All expenses and disbursements, including,
but not limited to, those for travel and maintenance,
entertainment, office, clerical, and general expenses,
that may be incurred by Contractor in connection with
this Agreement shall be borne wholly and completely by
Contractor, and Client shall not be responsible or
liable therefore. Contractor does not have, nor shall
it hold itself out as having, any right, power or
authority to create any contract or obligation, either
express or implied, on behalf of, in the name of, or
obligating Client, or to pledge Client's credit, or to
extend credit in Client's name unless Client shall
consent thereto in advance in writing. Client shall
have the right to appoint or otherwise designate
suitable representatives (herein collectively referred
to as "Contractor's Representatives"). Contractor
shall be solely responsible for Contractor's
representatives and their acts. Contractor's
Representatives shall be at Contractor's own risk,
expense, and supervision, and Contractor's
Representatives shall not have any claim against
Client for salaries, commissions, items of cost, or
other form of compensation or reimbursement, and
Contractor represents, warrants, and covenants that
Contractor's Representatives shall be subordinate to
Contractor and subject to each and all of the terms,
provisions and conditions applying to Contractor
hereunder. Contractor agrees he or she is not entitled
to the rights or benefits afforded to Client's
employees, including disability or unemployment
insurance, workers' compensation, medical insurance,
sick leave, or any other employment benefit.
Contractor is responsible for providing, at his or her
own expense, disability, unemployment, and other
insurance, workers' compensation, training, permits
and licenses for himself or herself and for his or her
employees and subcontractors.
2.4 Payment of Income Taxes.
Contractor is responsible for paying when due all
income taxes, including estimated taxes, incurred as a
result of the compensation paid by Client to
Contractor for services under this Agreement. On
request, Contractor will provide Client with proof of
timely payment. Contractor agrees to indemnify Client
for any claims, costs, losses, fees, penalties,
interest, or damages suffered by Client resulting from
Contractor's failure to comply with this provision.
2.5 Use of Employees or Subcontractors.
Contractor may, at Contractor's own expense, use any
employees or subcontractors as Contractor deems
necessary to perform the services required of
Contractor by this Agreement. Client may not control,
direct or supervise Contractor's employees or
subcontractors in the performance of those services.
ARTICLE III
COMPENSATION
3.1 Compensation.
Two hundred thousand (200,000) shares of the Client's
US$0.001 par value common stock with Rule 144
restrictions.
3.2 Payment of Expenses.
Contractor will be responsible for all expenses
incurred in performing services under this Agreement.
ARTICLE IV
OBLIGATIONS OF CONTRACTOR
4.1 Minimum Amount of Service.
Contractor agrees to devote a minimum of one hundred
(100) hours per month to performing the above-
described services.
4.2 Non-Exclusive Relationship.
Contractor may represent, perform services for, and
contract with as many additional clients, persons, or
companies as Contractor, in his or her sole
discretion, sees fit.
4.3 Time and Place of Performing Work.
Contractor may perform the services under this
agreement at any suitable time and location he or she
chooses.
4.4 Web Site Information.
Client will supply to Contractor, without cost, from
time to time, reasonable quantities of information and
literature on the Web Site and related activities,
which Agent, in its sole discretion, determines would
be helpful to Contractor to perform the services under
this Agreement.
4.5 Workers' Compensation.
Contractor agrees to provide workers' compensation
insurance for Contractor's employees and agents and
agrees to hold harmless and indemnify Client for any
and all claims arising out of any injury, disability
or death of any Contractor's employees or agents.
4.6 Contractor's Qualifications.
Contractor represents that he or she has the
qualifications and skills necessary to perform the
services under this Agreement in a competent,
professional manner, without the advice or direction
of Client. This means Contractor is able to fulfill
the requirements of this Agreement. Failure to
perform all the services required under this Agreement
constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the
manner in which the work under this Agreement will be
performed.
ARTICLE V
OBLIGATIONS OF CLIENT
5.1 Cooperation of Client.
Client agrees to comply with all reasonable requests
of Contractor and provide access to all documents
reasonably necessary to the performance of
Contractor's duties under this Agreement.
5.2 Place of Work.
Contractor agrees that Client is not responsible for
furnishing space on Client's premises for use by
Contractor while performing the services under this
Agreement.
ARTICLE VI
TERMINATION OF AGREEMENT
6.1 Expiration of Agreement.
Unless otherwise terminated as provided in this Agreement,
this Agreement will continue in effect for a period of three
(3) years and shall then terminate unless renewed in writing
by both parties.
6.2 Termination on Notice.
Notwithstanding any other provision of this Agreement, either
party may terminate this Agreement at any time by giving
thirty (30) days written notice to the other party. Unless
otherwise terminated as provided in this Agreement, this
Agreement will continue in force for a period of three (3)
years.
6.3 Termination on Occurrence of Stated Events.
This Agreement will terminate automatically on the occurrence
of any of the following events:
(a) Bankruptcy or insolvency of either party;
(b) Sale of the business of either party;
(c) Death of Contractor; and/or
(d) Assignment of this Agreement by either party without
the consent of the other party.
6.4 Termination for Default.
If either party defaults in the performance of this Agreement
or materially breaches any of its provisions, the non-
breaching party may terminate this Agreement by giving at
least thirty (30) days written notification to the breaching
party. Termination will take effect immediately on receipt of
notice by the breaching party or five (5) days after mailing
notice, whichever occurs first. For the purposes of this
Section 6.4, material breach of this Agreement includes, but
is not limited to, the following:
(a) Client's failure to pay Contractor any compensation
due within forty-five (45) days after written demand for
payment.
(b) Contractor's failure to complete the services
specified in Section 2.1 of this Agreement.
(c) Contractor's material breach of any warranty,
representation or agreement contained in this Agreement.
ARTICLE VII
NON-DISCLOSURE OF PROPRIETARY INFORMATION;
NON-COMPETITION AND NON-CIRCUMVENTION
7.1 New Developments.
Contractor agrees that all designs, plans, reports,
specifications, drawings, inventions, processes, and other
information or items produced by Contractor while performing
services under this Agreement will be assigned to Client as
the sole and exclusive property of Client and Client's
assigns, nominees and successors, as will any copyrights,
patents or trademarks obtained by Contractor while performing
services under this Agreement. On request and at Client's
expense, Contractor agrees to help Client obtain patents and
copyrights for any new developments. This includes providing
data, plans, specifications, descriptions, documentation , and
other information, as well as assisting Client in completing
any required application or registration.
7.2 Non-Disclosure of Proprietary and Confidential Information By
Contractor.
In consideration and recognition of the fact that during the
term of this Agreement, Contractor may have access to
Proprietary Information (as used in this Article VII
"Proprietary Information" shall mean and include, without
limitation, any and all marketing and sales data, plans and
strategies, financial projections, Client lists, prospective
Client lists, promotional ideas, data concerning Client's
services, designs, methods, inventions, improvements,
discoveries, designs whether or not patentable, "know-how",
training and sales techniques, and any other information of a
similar nature disclosed to Contractor or otherwise made known
to Contractor as a consequence of or through this Agreement
during the term hereof. The term Proprietary Information shall
not include any information that (i) at the time of the
disclosure or thereafter is or becomes generally available to
and known by the public, other than as a result of a
disclosure by Contractor or any agent or representative of
Contractor in violation of this Agreement, or (ii) was
available to Contractor on a non-confidential basis from a
source other than Client, or any of Client's officers,
directors, employees, agents or other representatives) or
other information and data of a secret and proprietary nature
which Client desires to keep confidential, and that Client has
furnished, or during the term will furnish such information to
Contractor, Contractor agrees and acknowledges (as used in
this Article VII, Contractor shall mean and include,
Contractor and any subsidiaries, affiliates, related entities,
officers, agents, shareholders, partners, principals and/or
employees) that Client has exclusive proprietary rights to all
Proprietary Information, and Contractor hereby assigns to
Client all rights that he or she might otherwise possess in
any Proprietary Information. Except as required in the
performance of Contractor's duties to Client, Contractor will
not at any time during or after the term hereof, directly or
indirectly use, communicate, disclose, disseminate, lecture
upon, publish articles or otherwise put in the public domain,
any Proprietary Information relating to Client or Client's
services, products or business. Contractor agrees to deliver
to Client any and all copies of Proprietary Information in the
possession or control of Contractor upon the expiration or
termination of this Agreement, or at any other time upon
request by Client. The provisions of this section shall
survive the termination of this Agreement.
7.3 Non-Competition and Non-Circumvention by Contractor.
In consideration and recognition of the fact that Contractor
has access to Proprietary Information under the terms and
provisions of this Agreement and that Client will be
introducing Contractor to various product manufacturers,
retailers and distributors, Contractor represents, warrants
and covenants to Client as follows:
(a) Contractor shall at no time disclose to any person,
without Client's prior written consent, any of the terms,
conditions or provisions specified in this Agreement unless
such disclosure is lawfully required by any federal
governmental agency or is otherwise required to be disclosed
by law or is necessary in any legal proceeding regarding the
subject matter of this Agreement.
(b) During the term of this Agreement, Contractor shall
not circumvent Client for the purpose of transacting any
business with any person or entity which business shall
interfere with any relationship whatsoever between such person
or entity and Client, or use any Proprietary Information to
compete with the business of Client. Contractor shall not
solicit any of Client's employees, independent contractors or
agents for employment. Contractor shall not hire or engage in
any way, any enterprise or person that competes with, or is
engaged in a business substantially similar to, the business
of Client.
(c) Contractor shall not for a period of two (2) years
immediately following the termination of this Agreement with
Client, either directly or indirectly (i) make known to any
person, firm or corporation the names or addresses of any of
Client's clients or any other information pertaining to them
or Client's products or services; (ii) call on, solicit, or
take away, or attempt to call on, solicit or take away any of
Client's clients either on Contractor's behalf or that of
another person, firm or corporation.
(d) Contractor shall not, during the term hereof or for a
period of two (2) years following such term, enter into an
agreement or contract directly with any manufacturer, retailer
or distributor introduced to Contractor by Client for any
services provided by Client herein or for any similar
services.
(e) Contractor acknowledges and agrees that the
representations, warranties and covenants made by Contractor
and set forth in this section are material and that Client
would not enter into this Agreement without Contractor's
making such representations, warranties and covenants to
Client.
(f) Contractor acknowledges and agrees that any breach by
Contractor of the representations, warranties and covenants
contained herein will cause irreparable harm and loss to
Client, which harm and loss cannot be reasonably or adequately
compensated in damages in an action at law. Therefore,
Contractor expressly agrees that, in addition to any other
rights or remedies which Client may possess, Client shall be
entitled to injunctive and other equitable relief to prevent
or remedy a breach of the representations, warranties and
covenants made by Contractor herein.
(g) The terms and provisions of this section shall survive
the termination of this Agreement for a period of two (2)
years.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Notices.
Unless otherwise provided in this Agreement, any
notice required or permitted by this Agreement to be
given to either party shall be deemed to have been
duly given if in writing and delivered personally or
mailed by first-class, registered or certified mail,
postage prepaid and addressed as follows:
If to Contractor: Palisades Financial Ltd.
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If to Client: Asdar Group.
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8.2 Assignment of Contract.
Contractor shall not assign or otherwise transfer its
rights under this Agreement, without the prior written
consent of Client. Any attempt to make such an
assignment without Client's consent shall be void.
Client's consent shall not be reasonably withheld.
8.3 Amendments.
Contractor and Client agree that this Agreement shall
be modified only by a written agreement duly executed
by persons authorized to execute agreements on their
behalf.
8.4 Nonwaiver.
Contractor and Client agree that no failure to
exercise, and no delay in exercising any right, power,
or privilege hereunder on the part of either party
shall operate as a waiver of any right, power or
privilege. Contractor and Client further agree that
no single or partial exercise of any right, power, or
privilege hereunder shall preclude its further
exercise.
8.5 Payment of Monies Due Deceased Contractor.
If Contractor dies before completing the services
under this Agreement, any monies due Contractor from
Client under this Agreement as of the date of death
will be paid to Contractor's executors,
administrators, heirs, personal representatives,
successors and assigns.
8.6 Attorneys' Fees.
If any legal or equitable action is necessary to
enforce the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees
in addition to any other relief to which that party
may be entitled. This provision shall be construed as
applicable to the entire Agreement.
8.7 Severability.
If any part of this Agreement is adjudged by any court
of competent jurisdiction to be invalid, that judgment
shall not affect or nullify the remainder of this
Agreement, and the effect shall be confined to the
part immediately involved in the controversy adjudged.
8.8 Governing Law.
This Agreement shall be deemed to have been made in,
and shall be construed pursuant to, the laws of the
State of Nevada.
8.9 Entire Agreement.
Client and Contractor acknowledge and agree that this
Agreement including the Exhibits attached hereto, is
the complete and exclusive statement of the mutual
understanding of the parties and that it supersedes
and cancels all previous written and oral agreements
and communications relating to the subject matter of
this Agreement.
8.10 Indemnification.
Contractor shall save Client and its agents, officers,
directors, shareholders, employees, attorneys,
successors, predecessors, parent and subsidiary
corporations, affiliates, accountants,
representatives, contractors, and assigns and all
persons acting by, through, under or in concert with
any of them, harmless from and against and shall
indemnify Client and its agents, officers, directors,
shareholders, employees, attorneys, successors,
predecessors, parent and subsidiary corporations,
affiliates, accountants, representatives, contractors,
and assigns and all persons acting by, through, under
or in concert with any of them, for any liability,
loss, costs, expenses, or damages howsoever caused by
reason of any injury (whether to body, property, or
personal or business character or reputation)
sustained by any person or to property by reason of
any act, neglect, default or omission of Contractor or
any of Contractor's agents, employees, or other
representatives, and Contractor shall pay all amounts
to be paid or discharged in case of an action or any
such damages or injuries. If Client or its agents,
officers, directors, shareholders, employees,
attorneys, successors, predecessors, parent and
subsidiary corporations, affiliates, accountants,
representatives, contractors, and assigns and all
persons acting by, through, under or in concert with
any of them, is sued in any court for damages by
reason of any of the acts of Contractor, Contractor or
such other party shall defend the resulting action (or
cause same to be defended) at Contractor's expense and
shall pay and discharge any judgment that may be
rendered in any such action; if Contractor fails or
neglects to so defend in such action, Client may
defend such action and any expenses, including
reasonable attorneys' fees, which Client may pay or
incur in defending such action and the amount of any
judgment which Client may be required to pay shall be
promptly reimbursed by Contractor upon demand by
Client.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
signed on the date first written above.
CONTRACTOR CLIENT
Palisades Financial Ltd. Asdar Group
a British Columbia corporation a Nevada corporation
By: /s/ May ▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: President Its: President
By: /s/ Ferdinand Marehard
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Its: Secretary