kodiaksb2ex10-11.htm


    
      

      

    

    
      Exhibit
        10.11

       
1

     

     

    THIS
      AGREEMENT made as of January 3, 2007 .

    


    BETWEEN:

    


    Kodiak
      Energy, Inc. A body corporate, having an office in the City of Calgary,
      in the Province of Alberta.

    
      	
               

            	
              (hereinafter
                called the “Company”)

            	
              OF
                THE FIRST PART

            


    

    


    AND

    


    William
      H. Brimacombe, having an office in the City of Calgary, in the Province
      of Alberta,

    
      	
               

            	
              (hereinafter
                called the “Consultant”)

            	
              OF
                THE SECOND PART

            


    

    


    


    WHEREAS
      the Company has requested the Consultant to perform certain services as
      hereinafter set forth and the Consultant has agreed to perform such services
      on
      and subject to the terms and conditions hereinafter contained.

    


    NOW
      THEREFORE in consideration of the mutual covenants and conditions as Hereinafter
      contained, the parties agree as follows:

    


    


    ARTICLE
      I

    NATURE
      OF WORK

    


    


    1.1       Subject
      to the terms and conditions of this Agreement the Consultant shall provide
      its
      services and its expertise for the benefit of the Company by providing
      independent advisory and consulting services
      with
      respect to geological and engineering technical activities (the “Services”) and
      shall, consistent with direction provided by the management of the Company,
      provide such other services as may be agreed upon by the Company and the
      Consultant.

    


    1.2       The
      Consultant shall cooperate with the Company and cause to be utilized maximum
      professional skill, diligence and care to ensure that all work pertaining to
      the
      provision of services
      is scheduled and completed to the satisfaction of the Company and to provide
      the
      expertise hereinbefore set forth and provide any other services not specifically
      mentioned herein, but with by reason of its capability knows to be necessary
      to
      ensure that the best interests of the Company are maintained.

    


    1.3       William
      H. Brimacombe, the principal of the Consultant, (the “Principal”) shall
      personally perform all of the Services to be provided by the Consultant
      hereunder and the Consultant shall not assign or designate such duties
      to any other person without first receiving written consent of the
      Company.

    


    1.4       The
      Consultant shall not divulge to the Company any confidential data or information
      that was obtained by or communicated to the Consultant by other person, firms
      or
      corporations which
      may, from time to time, utilize the services of the Consultant unless such
      persons, firms or corporations agree in writing that the Consultant may divulge
      such data or information.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    2

     

     

    ARTICLE
      II

    INDEPENDENCE
      OF CONSULTANT

    


    2.1       It
      is understood and agreed that this Agreement does not create the relationship
      of
      employer and employee between the Company and the Consultant or its Principal,
      or any agents and/or employees of the Consultant, and that the Consultant shall
      be considered an independent contractor.

    


    2.2       This
      Agreement shall not require the Consultant or its Principal to devote its
      exclusive time and attention to the Corporation.

    


    ARTICLE
      III

    PAYMENT
      TO CONSULTANT

    


    3.1       The
      Company shall pay the Consultant for its services under this Agreement the
      sum
      of $85.00 per hour for which services are provided by the Consultant during
      the
      term of this Agreement.

    


    3.2       The
      Consultant shall submit an invoice to the Company on the last day of each
      calendar month and payment shall be made by the Company to the Consultant within
      15 business days of submission of an invoice.

    


    3.3.      The
      Company shall reimburse the Consultant for all reasonable out of pocket expenses
      incurred by the Consultant in performing its services under this
      Agreement.  Invoices for expenses chargeable to the Company hereunder
      shall be retained pursuant to Clause 3.6 hereof.

    


    3.4       The
      compensation paid by the Company to the Consultant includes all applicable
      taxes
      and will not be changed hereafter as a result of any change in the Consultant’s
      tax liabilities, excepting the Goods and Services Tax (the “GST”) which shall be
      itemized separately, setting forth the amount of the GST calculated at the
      current rate as established by law together with the Consultant’s GST
      registration number.  The Consultant shall appropriately remit such
      amounts so collected as required by law.  The Consultant acknowledges
      that as it is an independent contractor, the Company will not be withholding
      from the fees payable under this Agreement any taxes, federal or provincial,
      or
      any other statutory payments such as the E.I. and C.P.P.
      premiums.  The Consultant hereby covenants with the Company that it
      will report to such governmental authorities as required by law, all fees paid
      to it under this Agreement and that it shall remit to such governmental
      authorities as required by law, all taxes and statutory payments payable in
      respect to said fees.

    


    3.5       The
      Consultant shall be liable for and shall indemnify the Company with respect
      to
      all taxes, contributions and penalties imposed on the Company by any
      governmental or other public authority having jurisdiction with respect to
      the
      income or profit received by the Consultant pursuant to this Agreement,
      including but not limited to, all payment and contribution requirements pursuant
      to the Workers Compensation Act  (Alberta), Canada Pension Plan Act
      (Canada), Employment Insurance Act (Canada) and Income Tax Act (Canada) in
      respect or on behalf of employees of the Consultant.

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    3

     

     

    3.6       The
      Consultant shall maintain full and accurate records with respect to all services
      performed, fees charged and disbursements incurred, and shall preserve such
      records for a period of not less than one (1) year from completion of the
      services.  The Company or its designate may, at all reasonable times
      during normal business hours, inspect all such records as may be necessary
      to
      verify or audit the calculation of such fees or disbursements.

    


    ARTICLE
      IV

    CONSULTANT
      WILL NOT HIRE EMPLOYEES OF THE COMPANY

    


    4.1       The
      Consultant will not hire any employee of the Company to perform any of the
      Services covered by this Agreement, without the express written permission
      of
      the Chief Executive Officer of the Company.

    


    ARTICLE
      V

    AUTHORITY
      OF CONSULTANT AND CONSULTANT’S EMPLOYEES

    


    5.1       The
      Consultant agrees that the Consultant, its Principal and any other employee
      of
      the Consultant, have no authority to in any way conclude any agreement of any
      kind on behalf of the Company nor incur any liability on behalf of the Company
      otherwise than as expressly permitted herein, and the Consultant agrees that
      the
      Consultant and its Principal will not represent to any third party that either
      the Consultant or its Principal have the power to do so.

    


    


    ARTICLE
      VI

    COMPLIANCE
      WITH COMPANY’S CODE OF CONDUCT AND POLICIES

    


    6.1       The
      Consultant agrees to perform the Services in accordance with the Company’s
      present, future, or amended code of conduct, and the Consultant agrees to adhere
      to the Company’s present, future or amended policies respecting business ethics
      and any legislation from appropriate jurisdictions concerning human
      rights.

    


    ARTICLE
      VII

    PERFORMANCE
      OF WORK FOR OTHERS BY CONSULANT DURING THE

    PERIOD
      OF TIME THAT CONSULTANT PROVIDES THE SERVICES

    


    7.1       The
      Consultant, its Principal and any other employees of the Consultant may perform
      work for and on behalf of third parties provided that:

    


    
      	
               

            	
              (a)

            	
              the
                work performed for third parties is performed outside the time the
                Consultant, its Principal, or any other employees of the Consultant
                are
                required to be available to perform the Services hereunder;
                and

            


    

    


    
      	
               

            	
              (b)

            	
              the
                performance of the work for third parties does not create a conflict
                of
                interest in respect of the Consultant’s responsibilities and obligations
                to the Company pursuant to this Agreement;
                and

            


    

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    4

     

     

    
      	
               

            	
              (c)

            	
              the
                performance of the work for third parties does not detract from the
                performance of the Services pursuant to this Agreement;
                and

            


    

    


    
      	
               

            	
              (d)

            	
              the
                Consultant, its Principal and any other employees of the Consultant
                shall
                not use any Company premises, facility or property for any purpose
                other
                than the performance of the Services
                hereunder.

            


    

    


    


    ARTICLE
      VIII

    THE
      CONSULTANT’S WARRANTY TO COMPANY RE CONFLICT OF INTEREST

    


    8.1       The
      Consultant warrants to the Company that the Consultant and its Principal is
      not
      presently in a position which represents a conflict of interest by way of any
      work performed for any third party presently or prior to the execution of this
      Agreement.

    


    ARTICLE
      IX

    USE
      OF COMPANY’S NAME IN PROMOTIONAL ACTIVITIES OF CONSULANT

    


    9.1       The
      Consultant agrees not to use the Company’s name in any advertising, promotional
      material or publicity release relating to the Services or the result thereof
      without the prior written consent of the Company.  The Consultant
      agrees not to publish or cause to be published any statement or encourage or
      approve any advertising or practice that is detrimental or many reasonably
      prove
      to be detrimental to the name, goodwill, reputation or trademarks of the Company
      or any parent, subsidiary or affiliate of the Company.  The Consultant
      agrees that upon the Company’s request the Consultant shall withdraw any
      statement and discontinued any advertisement or practice that the Company
      reasonably requests be withdrawn or discontinued or both.

     

    ARTICLE
      X

    OFFICE
      SPACE

    


    10.1     The
      Company shall make available to the Consultant, office space and other support
      staff in its offices as may be required during the term of this
      Agreement.

    


    ARTICLE
      XI

    TERM

    


    11.1     The
      term of this Agreement shall commence on the date hereof and shall continue
      thereafter until terminated by either party.  Each of the parties
      shall have the right to terminate this Agreement at any time upon thirty (30)
      days written notice.

    


    


    11.2     During
      the term of this Agreement, the Consultant shall provide its services to the
      Company on as “as needed” basis.

    


    


    
 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    5

     

     

    ARTICLE
      XII

    WAIVER
      AND INDEMNITY

    


    12.1     The
      Company shall make no claim or demand on behalf of himself, his employees or
      agents against the Consultant, its directors, officers, employees or its agents,
      for any injury; including injury resulting in death, or for loss or damage
      to
      property, sustained or suffered by the Company, its agents or employees or
      any
      other person, firm or corporation which is based upon or arises out of or is
      in
      any way connected with this Agreement, and hereby waives as against the
      consultant its directors, employees and agents all such claims or
      demands.

    


    12.2     The
      Consultant shall indemnify and save harmless the Company:

    


    
      	
               

            	
              (a)

            	
              from
                and against any and all claims, demands, awards, actions and proceedings
                by whomsoever made, brought or
                prosecuted;

            


    

    


    
      	
               

            	
              (b)

            	
              from
                and against any and all loss, damage or expense suffered or incurred
                by
                the company, its officers, employees or
                agents

            


    

    


    which
      are
      based upon, arise out of, or are in any way connected with this Agreement or
      anything done or maintained hereunder or anything not done or maintained as
      required hereunder and which are attributable to the negligence or wilful
      misconduct of the Consultant, except where the same was caused by the Company,
      or its officers, employees or agents.

    


    12.3     The
      Company shall indemnify and save harmless the Consultant:

    


    
      	
               

            	
              (a)

            	
              from
                and against any and all claims, demands, awards, actions and proceedings
                by whosoever made, brought or
                prosecuted;

            


    

    


    
      	
               

            	
              (b)

            	
              from
                and against any and all loss, damage or expense suffered or incurred
                by
                the Consultant, its officers, employees or
                agents;

            


    

    


    which
      are
      based upon, arise out of, or are in any way connected with this Agreement or
      anything done or maintained hereunder or anything not done or maintained as
      required hereunder and which are attributable to the negligence or willful
      misconduct of the Company, except where the same was caused by the Consultant,
      or its officers, employees or agents.

    


    12.4     Neither
      party is liable for any indirect or consequential damages including loss of
      profits or loss of anticipated profits sustained by the other party in the
      performance, purported performance or non-performance of this
      Agreement.

    


    12.5     The
      term of this Article VI shall survive any termination of this
      Agreement.

    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    6

     

     

    ARTICLE
      XIII

    CONFIDENTIAL
      DATA

    


    13.1     It
      is understood and agreed by the parties that any (i) offers, bids and terms
      of
      all land or exploration negotiations and agreements relating to the work or
      services performed pursuant to this Agreement; and (ii) maps, drawings, data,
      letters, communications or any other documentation relating to the Company’s
      exploration program shall, at all times, belong to the Company and shall be
      useable now or in the future by the Company for any purpose, without payment
      or
      charge.  The Consultant covenants that it will not at any time use or
      permit others to use the said offers, bids, terms, maps, drawings, data,
      letters, communications or other documentation, or copies thereof, relating
      to
      the work performed under this Agreement without first receiving the written
      consent of the Company.

    


    13.2     The
      Consultant shall not divulge any confidential data or information communicated
      to it or its employees or agents and shall not, without the prior written
      consent of the Company, use any of such data or information for the benefit
      of
      any other person, firm or corporation where such information was prepared or
      partially prepared by the Consultant, or by its agents, employees, or otherwise
      or by the Company, and which the Consultant, its agents or employees, may have
      in their possession at the time.

    


    13.3     The
      Consultant shall obtain the consent of the Company before undertaking any work
      for others which in any way conflicts, or could conflict with any work being
      done by the Consultant for the Company, or with any project or undertaking
      which, to the knowledge of the Consultant, it then being performed or
      investigated by the Company.  If the Company requests the Consultant
      to undertake any work on behalf of the Company which conflicts with work then
      being performed by the Consultant for others, the Consultant shall advise the
      Company of such conflict, and shall, to the extent reasonably possible,
      endeavour to discontinue the said work being performed for others so that the
      Consultants will be able to undertake the work requested by the company without
      conflict.

    


    13.4     At
      the date of termination of this Agreement the Consultant shall remit and
      surrender to the Company, without any cost, all the maps, drawings, data,
      letters, communications, files containing land related correspondence and other
      documentation relating to the work which has been prepared or partially prepared
      by the Consultant, or by its agents, employees, or otherwise or provided to
      the
      Consultant by the Company, and which the Consultant, its agents or employees
      may
      have in their possession at that time.

    


    13.5     The
      Consultant shall use all reasonable security measure and precautions necessary
      to protect all documentation subject of this Article VII from loss, theft,
      destruction or the like and ensure that its employees, agents, representatives
      and affiliates shall be bound by the stipulations herein.

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    7

     

     

    
      


      13.6     In
        both Canada and the United States, there are a number of laws and
        interpretations of law that prohibit persons from selling or buying securities
        on the basis of inside information, which if violated may result in civil
        and
        criminal liability to the persons and tippees of the person using the inside
        information.  We expect that you are familiar or will familiarize
        yourself with these laws and interpretations and will observe them to the
        full
        extent applicable to you in relation to your transactions in securities of
        the
        company, to the extent you are making such transactions, if any.

       

    

    ARTICLE
      XIV

    NOTICES

    


    14.1     Any
      notices required to be given by either party under this Agreement may be
      sufficiently given if mailed by registered letter, prepaid or delivered to
      the
      parties at their respective address as follows:

    
       

    

    
      	
              The
                Company

            	
              The
                Consultant:

            
	 	 
	
              Kodiak
                Energy, Inc.

            	
              William
                E. Brimacombe

            
	
              Suite
                460, 734 7th
                Ave.
                S.W.

            	
              68
                Arbour Wood Close N.W.

            
	
              CALGARY,
                Alberta

            	
              Calgary,
                Alberta

            
	
              T2P
                3P8

            	
              T3G
                4A8

            


    

    


    Such
      notice shall be deemed to have been given to and received by the addressee
      in
      the case of mailing, three (3) business days following the mailing thereof,
      and
      in the case of delivery, the day on which the notice was delivered.  A
      party may change its address for receipt of notices and other documents by
      giving notice thereof to the other party in accordance with the provisions
      of
      this clause.  All payments shall be made to the parties at such of
      their respective offices as the parties may respectively designate in
      writing.

    


    ARTICLE
      XV

    GENERAL

    


    15.1     This
      Agreement shall be construed under the laws of the Province of
      Alberta.  If any provision
      or provisions of this Agreement be illegal or unenforceable under the laws
      of
      the Province
      of Alberta such provision or provisions shall be considered to be deleted and
      the remainder
      of this Agreement shall continue in full force and effect.

    


    15.2     Neither
      party may assign this Agreement in whole or in part without the prior written
      consent of the other except that the Company may assign this Agreement in whole
      or in part to its parent, subsidiary or any company or partnership with which
      it
      is affiliated.

    


    15.3     The
      Agreement shall enure to the benefit of and be finding upon the parties, its
      successors and assigns.

    


    15.4     The
      headings herein are for the convenience of reference only.

    


    15.5     Time
      shall be of the essence hereof.

    


    15.6     This
      Agreement supersedes any other agreement between the parties relating to the
      matters within.

    


    15.7     No
      amendment of this Agreement shall be binding upon any party unless evidenced
      in
      writing executed by the party.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    8

    
 

    
      


      15.8     Whenever
        the singular or masculine is used in this Agreement it shall be construed
        as if
        the plural, feminine or neuter (as the case may be) has been used where the
        context so permits or requires, and the rest of the sentence, paragraph or
        agreement as the case may be, shall be constituted as if the grammatical
        changes
        hereby rendered necessary had been made.

       
15.9     AMENDMENTS

    


    Agreement
      may only be amended by written agreement of both parties

     

    16.0     GOVERNING
      LAW

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of Alberta, Canada.

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of Alberta, Canada.

    


    17.0     INTERPRETATION

    


    18.0     Definitions

    


    In
      this
      Agreement

    


    Administrative
      Procedures means the administrative procedures set out in Schedule C
      (Administrative Procedures).

    


    Area
      of Mutual Interest has the meaning set out in the Confidentiality
      Agreement.

    


    Business
      Day means any day of the week except Saturday or Sunday or any public
      holiday in Canada.

    


    Canadian
      Dollars and $ denote the lawful currency of
      Canada.

    


    Compensation
      Terms means the terms set out in Schedule B (Compensation Terms) on
      which the Contractor will be compensated in respect of the
      Services.

    


    Confidentiality
      Agreement means the confidentiality agreement between the Company and
      the Contractor dated on or around the Effective Date.

    


    Effective
      Date means the date on which the last party executes this
      Agreement.

    


    Job
      Description means the job description set out in Schedule D (Job
      Description).

    


    Scope
      of Work means the scope of work set out in Schedule A (Scope of
      Work).

    


    Services
      has the meaning given to that term in paragraph 1 of the Scope of
      Work.

    


     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    9

     

     

    
      Attachments:

      


      Schedule
        A: Scope of Work

      


      Schedule
        B:  Compensation Terms

      


      Schedule
        C:  Administrative Procedures

      


      Schedule
        D:  Job Description

      


      


       IN
        WITNESS WHEREOF the parties have executed this Agreement as of the day and
        year
        first above written.

      


      


      


      


      For
        and
        on behalf of Kodiak Energy Inc.

      


      


      At
        the
        city of Calgary, Alberta on 3rd day of January, 2007

      


      Signature: s/
        W. S.
        Tighe                  Witness:
        s/  Dalinda Stark

      


      Name:
        William S. Tighe

      


      Title:        President

      


      For
        and
        on behalf of William E. Brimacombe

      


      


      At
        the
        city of Calgary, Alberta on 3rd day of
        January,
        2007

      


      Signature: s/W.E.
        Brimacombe         Witness:      Dalinda
        Stark

      


      Name:
        William E. Brimacombe

      


      Title:  __________________________________