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Exhibit 10.5
CONSULTING AGREEMENT
THIS AGREEMENT MADE as of the 13th day of October, 2000.
BETWEEN:
WESTLINKS RESOURCES LTD. a corporation with its offices in
Calgary, Alberta and WESTLINKS INC., a corporation which
carries on business in the United States of America
(hereinafter collectively called "Westlinks")
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WELLS GRAY RESORT & RESOURCES LTD., a corporation with
its offices in Calgary, Alberta (hereinafter called the
"Contractor")
WHEREAS:
A. Westlinks wishes to engage the Contractor to provide consulting and
other services for a term of six months until April 13, 2001.
B. The Contractor's consulting services will include consultations
regarding drilling, completion and equipping projects for Westlinks in
Canada and the investigation of business opportunities for Westlinks
Inc. in the United States.
C. The Contractor represents that it is an independent contractor
capable of carrying on business for itself.
THEREFORE THE PARTIES AGREE TO THE FOLLOWING:
1. TERM OF ENGAGEMENT
Westlinks agrees to engage the Contractor to provide services pursuant
to this Agreement for a term of six months from October 13, 2000 to April 13,
2001.
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2. INDEPENDENT CONTRACTOR
a. The Contractor represents that the Contractor is in business for
itself and that the Contractor is an independent contractor for the
purpose of the Income Tax Act. Nothing contained in this Agreement
shall be regarded or construed as creating any relationship
(employer/employee, joint venture, association, or partnership)
between the parties other than as set forth herein.
b. The Contractor shall be free to devote to Contractor's consulting
business such portion of Contractor's time, energy, efforts and skill
as Contractor sees fit, and to perform Contractor's duties when and
where Contractor sees fit, so long as Contractor provides the services
set out in paragraph 3 below in a timely and professional fashion.
3. CONTRACTOR'S SERVICES
a. The Contractor shall provide services and consultations (the
"Services") in regard to drilling, completion and equipping projects
for Westlinks Resources Ltd. and will investigate business
opportunities for Westlinks Inc. in the United States, and such other
incidental matters and projects as may be assigned from time to time
by the management of Westlinks.
b. The Contractor shall provide the Services to the best of the
Contractor's ability.
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4. REMUNERATION
a. Westlinks shall pay to the contractor the amount of $8,333.33 per
month spent in performing the Contractor's Services pursuant to this
Agreement.
b. Westlinks shall also reimburse the Contractor for any out-of-pocket
expenses incurred by the Contractor at the request of Westlinks. Prior
to the reimbursement of such expenses, the Contractor is to prepare a
detailed summary of the expenses incurred and submit it to Westlinks
together with supporting receipts and other invoices. Expenses in the
aggregate, which total more than $200 per month must be approved in
advance by the Chief Operating Officer of Westlinks.
c. The Contractor agrees to render a monthly invoice to Westlinks, in a
form acceptable to Westlinks, for Services rendered and/or expenses
incurred in that month. The invoice shall include GST, which is
chargeable in respect of those Services, and include the GST number of
the Contractor.
d. The Contractor is responsible for deducting the applicable taxes on
the remuneration and remitting the same to Revenue Canada as
prescribed by law. Taxes includes federal and provincial income taxes,
goods and services tax, Canada Pension Plan deductions and employment
insurance premiums.
5. TAX INDEMNIFICATION
In the event that Revenue Canada, for whatever reason, seeks from the
Contractor, or an employee of the Contractor, taxes on the Contractor's
remuneration, the Contractor agrees to indemnify Westlinks, or any of its
directors, officers and employees, the amount of any such taxes (including any
applicable interest and penalties on the taxes)
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within 30 days of Westlinks claiming such taxes from the Contractor. The
Contractor further agrees that Westlinks may set off an equal amount of such
taxes (including any applicable interest and penalties on the taxes) from any
remuneration owed to the Contractor.
6. TERMINATION
In the event that the Contractor violates this Agreement, or otherwise
fails to perform the Services in accordance with the terms of this Agreement,
Westlinks may terminate this Agreement immediately and without notice for just
case.
7. CONTRACTOR FREE TO PROVIDE SERVICES TO OTHER PARTIES
The Contractor is free to provide consulting and other services to the
Contractor's own clients and to other parties during the Term of this Agreement,
provided however, the Contractor shall ensure that the Contractor is able to
provide the services pursuant to this Agreement in a professional and timely
fashion. The Contractor also agrees not to perform services for the Contractor's
own clients or other parties which may create a conflict of interest or
interfere with the Contractor's duties pursuant to this Agreement.
8. APPROVAL OF CAPITAL PROJECTS AND BUDGETS
a. All capital projects, together with a capital budget, must be
submitted and approved by the Board of Directors of Westlinks prior to
proceeding with the project. Once the project and budget is approved
by the Board, the Contractor is responsible for executing the
projects. The Contractor's employees will report to Ed McFeely, the
Executive Vice-President and Chief
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Operating Officer of Westlinks who will be in charge of the
operations, including field operations.
9. NOTICE
a. Any written notice required or permitted under this Agreement shall be
given to the other party at the following address:
NOTICE TO WESTLINKS:
Westlinks Resources Ltd.
Suite 700, 703 - 6th Avenue SW
Calgary, Alberta T2P 0T9
Attention: Mr. Edward C. (Ted) McFeely,
Executive Vice-President and CEO
Notice to Contractor:
Wells Gray Resort and Resources Limited,
Box 176,
Didsbury, Alberta TOM OWO
Attention: Tom Jacobsen
10. AMERICOM'S CHEYENNE RIVER PROSPECT
The Parties acknowledge that Westlinks was advised of the opportunity
to participate in Americom's Cheyenne River Prospect project, but Westlinks has
declined this opportunity. Westlinks agrees that the Contractor, Tom Jacobsen,
or their designate, may pursue this project and this does not place the
Contractor, Tom Jacobsen, or their designate, in any conflict of interest with
Westlinks.
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11. CONFIDENTIALITY
The Contractor acknowledges that it will acquire information about
certain matters and things which are confidential to Westlinks, and which is the
exclusive property of Westlinks, including:
a. information regarding Westlinks lands and projects;
b. information regarding capital budgets;
c. information regarding partners;
d. personnel information about employees and contractors of Westlinks;
e. information about suppliers and service providers.
The Contractor acknowledges that this confidential information could
be used to the detriment of Westlinks. Therefore the Contractor undertakes to
treat confidentially all information and agrees not to disclose this information
to any third party either during the term of this agreement, except as may be
necessary in the proper discharge of the Contractor's duties under this
Agreement, or after the date of termination of this Agreement, however caused,
except with the written permission of the Chief Operating Officer or the
Chairman of the board of directors of Westlinks. Each of the Contractor's
employees will sign a confidentiality agreement in the form attached hereto as
Schedule "A".
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12. WESTLINKS PROPERTY
All equipment, files, forms, client and supplier lists, materials,
written correspondence, communications, reports, proposals, specifications,
project proposals, drawings, blueprints, sketches, materials, equipment and any
other documents or property (whether in written or electronic form) pertaining
to the business of Westlinks which may come into the possession or control of
the Contractor, is Westlinks' property at all times. The Contractor agrees to
promptly return all of this property to Westlinks following termination or
completion of the Term of this Agreement.
13. ARBITRATION
In the event of any dispute between the Contractor (or the
Contractor's employees) and Westlinks the parties agree that it will be resolved
before a single arbitrator pursuant to the provisions of the Arbitration Act
(Alberta). In addition to any other appropriate remedy, the arbitrator shall
award costs (including the costs of the arbitration and reasonable solicitor and
client legal fees) to the successful party in the arbitration. The decision of
the arbitrator will be final and binding on the parties.
14. MISCELLANEOUS
a. This Agreement contains the entire understanding and agreement between
the parties.
b. This Agreement shall be governed by the laws of the Province of
Alberta and the federal laws of Canada applicable therein.
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c. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect any other provision thereof, and this
Agreement shall be construed as though such invalid or
unenforceability provision were omitted.
IN WITNESS WHEREOF the parties have executed this Agreement with effect from the
date first written above.
WESTLINKS RESOURCES LTD.
AND WESTLINKS INC.
Per: /signed/ "E.C. McFeely"
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Per: /signed/ "Marcia L. Johnston"
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WELLS GRAY RESORT AND
RESOURCES LIMITED
Per: /signed/ "Thomas J. Jacobsen"
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Per:
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SCHEDULE "A"
I, Thomas J. Jacobsen, an employee of Wells Gray Resort and Resources
Limited, am providing consulting services to Westlinks Resources Limited and
Westlinks Inc. pursuant to a Consulting Agreement between Wells Gray and
Westlinks dated October 13th, 2000. I acknowledge that I will acquire
information about certain matters and things which are confidential to
Westlinks, and which is the exclusive property of Westlinks, including:
(a) information regarding Westlinks lands and projects;
(b) information regarding capital budgets;
(c) information regarding partners;
(d) personnel information about employees and contractors of Westlinks;
(e) information about suppliers and service providers.
I acknowledge that this confidential information could be used to the
detriment of Westlinks. Therefore I undertake to treat confidentially all
information and agree not to disclose this information to any third party either
during the term of this agreement, except as may be necessary in the proper
discharge of my consulting duties, or after the date of termination of my
consulting services, however caused, except with the written permission of the
Chief Operating Officer or the Chairman of the Board of Directors of Westlinks.
All equipment, files, forms, client and supplier lists, materials,
written correspondence, communications, reports, proposals, specifications,
project proposals, drawings, blueprints, sketches, materials, equipment and any
other documents or property (whether in written or electronic form) pertaining
to the business of Westlinks which may come into my possession or control, is
Westlinks property at all times. I agree to promptly return all of this property
to Westlinks following termination or completion of the project.
/signed/ "E.C.McFeely" /signed/ "Thomas J. Jacobsen"
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Witness Employee
Thomas J. Jacobsen
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