Park Place Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com










	Services Agreement 

	February 1, 2014 
	  
	  
	Mr. Scott Larsen 
	President and Chief Executive Officer 
	Park Place Energy Corp. 
	2200 Ross Ave. 
	Suite 4500E 
	Dallas, TX 75201 



Dear Mr. Larsen: 

SeatonHill Partners LLC (“SeatonHill,” “we,” or “us”) is
pleased that Park Place Energy Corp. (the “Company,” “you” or “your”) desires to
engage SeatonHill to provide various consulting services. This letter along with
the terms and conditions attached as Exhibit A (collectively, the “Agreement”)
confirms our mutual understanding of the terms and conditions upon which
SeatonHill will make available to you the services of Mr. Chas Michel (the
"Consultant") and the intellectual capital of SeatonHill for use in connection
with our relationship with you. 

Effective as of February 1, 2014, the Consultant will provide
consulting services (hereinafter referred to as the “Services”). The Consultant
will take direction from and report directly to the Company’s management.

Concurrently with the execution and delivery of this agreement,
Consultant shall execute and deliver to the Company a confidentiality agreement
in form and substance mutually agreeable to Consultant and the Company (the
“Confidentiality Agreement”). 

Compensation 

The compensation due to SeatonHill is as follows: 

You will pay directly to SeatonHill a fee of $200 per hour plus
expenses (“Fees”).

In lieu of the Consultant participating in the
Company-sponsored employee medical insurance benefit, the Consultant will remain
on his current medical plan.

The Company will reimburse the Consultant for pre-approved
travel and out-of-pocket expenses incurred by the Consultant to the same extent
that the Company reimburses other senior managers for such expenses.

The Company agrees to indemnify the Consultant to the full
extent permitted by law for any losses, costs, damages, and expenses, including
reasonable attorneys’ fees, as they are incurred, in connection with any cause
of action, suit, or other proceeding arising in connection with the Consultant’s
services to the Company; provided, however, that the foregoing indemnity shall
not apply to any cause of action, suit or other proceeding arising out of
Consultant’s breach of the Confidentiality Agreement. 

1 




Payments to SeatonHill should be made in accordance with the
instructions set forth on Exhibit A.

Deposit 

As a condition to providing the Services hereunder, we require
a security deposit in an amount equal to $3,500 (the “Deposit”), which will only
be used by us under the limited circumstances described on Exhibit A. The
Deposit is due upon the execution of this Agreement. 

We appreciate the opportunity to serve you and believe this
Agreement accurately reflects our mutual understanding. We would be pleased to
discuss this Agreement with you at your convenience. If the foregoing is in
accordance with your understanding, please sign a copy of this Agreement and
return it to my attention. 

Sincerely, 

	SeatonHill Partners
      LLC                                  
    
	  
	  
	                                                                               
      
	By: Marjean Henderson 
	Managing Partner 
	  
	                                                                              
       
	By: 
	Name: Scott C. Larsen 
	Title: President and Chief Executive Officer



2 




     Exhibit A 

Terms and Conditions 

1.         
Relationship of the Parties. The parties agree that SeatonHill and
the Consultant will be serving the Company as an independent contractor for all
purposes and not as an employee, agent, partner of, or joint venturer with the
Company. 

2.         
Payment Terms. Payments to SeatonHill should be made within thirty
(30) days after receipt of an invoice by the Company and shall be made by check
to and sent to SeatonHill Partners, LLC, 5956 Sherry Lane, Suite 1000, Dallas,
Texas 75225 or by wire transfer pursuant instructions received from SeatonHill.
Any amounts not paid when due may be subject to a periodic service charge equal
to the lesser of 1.5% per month and the maximum amount allowed under applicable
law, until such amounts are paid in full, including assessed service charges.
3. Deposit. If the Company breaches this Agreement,
SeatonHill will be entitled to apply the Deposit to its damages resulting from
such breach. In the event the Deposit falls below the amount required, the
Company will pay SeatonHill an additional amount equal to the shortfall. Upon
the expiration or termination of this Agreement, SeatonHill will return to the
Company the balance of the Deposit remaining after application of any amounts to
damages as provided for herein. 

4.         
Termination. 

           
(a)         Either party may
terminate this Agreement by providing the other party a minimum of 30 days’
advance written notice. SeatonHill will continue to provide, and the Company
will continue to pay for, the services until the termination effective date.


            (b)         SeatonHill
may terminate this Agreement immediately upon written notice to the Company if:
(i) the Company is engaged in or asks SeatonHill or the Consultant to engage in
or ignore any illegal or unethical activity; (ii) the Consultant ceases to be a
member of SeatonHill for any reason; (iii) the Consultant dies or becomes
disabled; or (iv) the Company fails to pay any amounts due to SeatonHill when
due. Notwithstanding the foregoing, in lieu of terminating this Agreement under
(ii) and (iii) above, upon the mutual agreement of the parties, the Consultant
may be replaced by another SeatonHill member. The Company may terminate this
Agreement immediately upon written notice to SeatonHill if the Company
determines that SeatonHill or Consultant has breached this Agreement. 

          
(c)         The expiration or
termination of this Agreement will not destroy or diminish the binding force and
effect of any of the provisions of this Agreement that expressly, or by
reasonable implication, come into or continue in effect on or after such
expiration or termination, including, without limitation, provisions relating to
payment of fees and expenses (including witness fees and expenses), hiring the
Consultant, governing law, arbitration, limitation of liability, and indemnity.


5.         Hiring
the Consultant Outside of a SeatonHill Agreement. During the term of this
Agreement and for the 12-month period following the termination or expiration of
this Agreement, other than in connection with this Agreement or another
SeatonHill agreement, the Company will not employ the Consultant or engage the
Consultant as an independent contractor. The parties recognize and agree that a
breach by the Company of this provision would result in the loss to SeatonHill
of the Consultant’s valuable expertise and revenue potential and that such
injury will be impossible or very difficult to ascertain. Therefore, in the
event this provision is breached, SeatonHill will be entitled to receive as
liquidated damages an amount equal to 45% of the Annualized Compensation (as
defined below), which amount the parties agree is reasonably proportionate to
the probable loss to SeatonHill and is not intended as a penalty. The amount
will be due and payable to SeatonHill upon written demand to the Company. If a
court or arbitrator determines that liquidated damages are not appropriate for
such breach, SeatonHill will have the right to seek actual damages and/or
injunctive relief. “Annualized Compensation” means the equivalent of the
Consultant’s salary with the Company calculated on a full-time annual basis plus
the maximum amount of any bonus for which the Consultant was eligible with
respect to the then-current bonus year. 




6.         
Limitation of Liability; Indemnity. 

            
(a)         The liability of
SeatonHill in any and all categories and for any and all causes arising out of
this Agreement, whether based in contract, tort, negligence, strict liability or
otherwise will, in the aggregate, not exceed the actual Fees paid by the Company
to SeatonHill pursuant to over the previous two months’ of the Agreement. In no
event will SeatonHill be liable for incidental, consequential, punitive,
indirect or special damages, including, without limitation, any interruption or
loss of business, profit or goodwill. As a condition for recovery of any
liability, the Company must assert any claim against SeatonHill within three
months after discovery or 90 days after the termination or expiration of this
Agreement, whichever is earlier. 

           
(b)         The Company agrees to
indemnify SeatonHill and the Consultant to the full extent permitted by law for
any losses, costs, damages, and expenses (including reasonable attorneys’ fees),
as they are incurred, in connection with any cause of action, suit, or other
proceeding arising in connection with the Consultant’s services to the Company;
provided, however, that the foregoing indemnity shall not apply to any cause of
action, suit or other proceeding arising out of Consultant’s breach of the
Confidentiality Agreement.

7.         Governing
Law, Arbitration, and Witness Fees. 

           
(a)         This Agreement will be
governed by and construed in accordance with the laws of the State of Texas,
without regard to conflicts of laws provisions. 

          
(b)         If the parties are
unable to resolve any dispute arising out of or in connection with this
Agreement, the parties agree and stipulate that any such disputes will be
settled by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (“AAA”). The arbitration will be
conducted in the Dallas, Texas office of the AAA by a single arbitrator selected
by the parties according to the rules of the AAA, and the decision of the
arbitrator will be final and binding on both parties. The arbitrator will render
his or her decision within 90 days after the call for arbitration. Judgment on
the award of the arbitrator may be entered in and enforced by any court of
competent jurisdiction. The arbitrator will have no authority to award damages
in excess or in contravention of this Agreement and may not amend or disregard
any provision of this Agreement, including this Section. Notwithstanding the
foregoing, either party may seek appropriate injunctive relief from any court of
competent jurisdiction, and SeatonHill may pursue payment of undisputed amounts
through any court of competent jurisdiction.

        
 (c)         In the event any
member or employee of SeatonHill (including, without limitation, the Consultant
to the extent not otherwise entitled in his or her capacity as an employee of
the Company) is requested or authorized by the Company or is required by
government regulation, subpoena, or other legal process to produce documents or
appear as witnesses in connection with any action, suit or other proceeding
initiated by a third party against the Company or by the Company against a third
party, the Company will, so long as SeatonHill is not a party to the proceeding
in which the information is sought, reimburse SeatonHill for its member’s or
employee’s professional time (based on customary rates) and expenses, as well as
the fees and expenses of its counsel (including the allocable cost of in-house
counsel), incurred in responding to such requests. 




8.         
Key Representative. It shall be a material term of this
Agreement that Consultant shall serve as SeatonHill's representative in
performing the Services hereunder. SeatonHill shall not be entitled to delegate
any Services hereunder to a representative other than Consultant without the
express prior approval of the Company at its discretion.

9.         
Appointment as Named Officer. Notwithstanding anything
to the contrary herein, the parties agree that, although Consultant shall
commence providing the Services hereunder as at the Effective Date, Consultant
may be appointed as Chief Financial Officer and Treasurer at a future date
determined mutually by the Board of Directors and Consultant. Accordingly, until
such time as Consultant is appointed Chief Financial Officer and Treasurer, the
parties agree that all Services to be provided under this Agreement shall be
provided under the supervision and authority of Company’s Chief Executive
Officer and Board of Directors. 

10.         
Publicity and Title. Consultant shall be permitted to identify itself
as a representative of the Company for the purpose of performing the Services
under this Agreement. In addition, if Consultant is appointed to serve as an
officer of the Company, it is understood and agreed that Consultant shall be
covered by any and all (a) indemnities available to officers under the Company’s
organizational and governing documents and under applicable law and (b)
insurance coverage provided by the Company for its officers. Furthermore,
Consultant will tender his resignation to such position upon either party giving
notice of termination of this Agreement. 

11.         
Miscellaneous. 

              
(a)         The Company agrees to
reimburse SeatonHill for all costs and expenses incurred by SeatonHill in
enforcing collection of any monies due under this Agreement, including, without
limitation, reasonable attorneys’ fees. 

              (b)         The
Company agrees to allow SeatonHill to use the Company’s logo and name on
SeatonHill’s website and other marketing materials for the sole purpose of
identifying the Company as a client of SeatonHill. SeatonHill will not use the
Company’s logo or name in any press release or general circulation advertisement
without the Company’s prior written consent.