Exhibit 10.20
 
 EMPLOYMENT AGREEMENT
 THIS AGREEMENT
  Ivanhoe Energy Inc. th
 Company
  
 Executive
  (A)
    
    the Company is in the business of oil and gas development and production using
proprietary upgrading technology;(B)
    
    the Company wishes to engage the Executive as President and CEO of Ivanhoe Canada Inc. (IE
Canada);(C)
    
    the parties hereto wish to enter into this Agreement for the purpose of fixing the
compensation and terms applicable to the employment of the Executive during the period
hereinafter set out.
  1.
    
    Definitions and Interpretations
 1.1


    In this Agreement, the following terms shall have the meanings ascribed thereto:
    TM




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1.2
    
    For the purposes of this Agreement, except as otherwise expressly provided:
 (a)
    
    this Agreement means this Agreement, including any schedules hereto, and not
any particular part, section or other portion hereof, and includes any agreement,
document or instrument entered into, made or delivered pursuant to the terms hereof, as
the same may, from time to time, be supplemented or amended and in effect;
 (b)
    
    all references in this Agreement to a designated part, section or other
subdivision or to a schedule are references to the designated part, section or other
subdivision of, or schedule to, this Agreement;
 (c)
    
    the words hereof, herein, hereto and hereunder and other words of similar
import
refer to this Agreement as a whole and not to any particular part, section or other
subdivision or schedule unless the context or subject matter otherwise requires;




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(d)
    
    the division of this Agreement into parts, sections and other portions and the
insertion of headings are for convenience of reference only and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof;
 (e)
    
    unless otherwise provided herein, all reference to currency in this Agreement are
to lawful money of Canada and al amounts to be calculated or paid pursuant to this
Agreement are to be calculated in lawful money of Canada;
 (f)
    
    the singular of any term includes the plural and vice versa, and the use of any
term is generally applicable to any gender and, where applicable, a body corporate, firm
or other entity, and the word or is not exclusive and the word including is not
limiting whether or not non-limiting language (such as without limitation or but not
limited to or words of similar import) is used with reference thereto; and
 (g)
    
    all references to approval, authorization, consent, or direction in this
Agreement means written approval, authorization consent or direction.
 2.
    
    Employment
  3.
    
    Period of Active Employment
 Period of Active Employment
 (a)
    
    the termination of the Executives employment by the Company for cause as
provided in Section 15.1 hereof;(b)
    
    the resignation by the Executive pursuant to Section 15.2;(c)
    
    the termination of this Agreement pursuant to Section 15.3 or 15.4;(d)
    
    the Disablility of the Executive; or(e)
    
    the death of the Executive.
 4.
    
    Capacity and Services
 IE Canada
President Commencement
Date




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
    
    Responsible for the overall direction of the business of IE Canada and for achieving
maximum return on investment capital;
 
    
    Act as a key representative in the investment and financial community;
 
    
    Coordinate the efforts of other senior staff and work with them to develop and
achieve long term goals;
 
    
    Communicate and maintain contact with all segments of the investment community
including brokers, financial institutions, shareholders and investment managers with the
purpose of attracting equity capital and financing;
 
    
    Be mentored by the President and CEO of the Company for future succession planning
appointments within the Ivanhoe Energy entities;
 
    
    Provide direction and mentoring of staff in the execution of major projects;
  5.
    
    Place of Employment
  6.
    
    Full Time and Attention
  7.
    
    Conflicts of Interest
  8.
    
    Base Salary
 Base
Salary




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9.
    
    Benefits
  10.
    
    Incentive Stock Options
 Plan
 st
  th
  11.
    
    Short Term Incentive Plan
  12.
    
    Long Term Incentive Plan




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13.
    
    Expenses incidental to Employment
  14.
    
    Vacation
  15.
    
    Termination




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16.
    
    Confidential Information
 Confidential Information




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17.
    
    Return of Property and Documents
  18.
    
    Business Opportunities and Company Related Developments
 18.1
    
    Any business opportunities related to the business of the Company which become known to the
Executive during the Period of Active Employment hereunder must be fully disclosed and made
available to the Board by the Executive and the Executive agrees not to take or omit to take
any action if the result would be to divert from the Company any opportunity which is within
the scope of its Business as known to the Executive from time to time.
 18.2
    
    Executive will promptly disclose and assign, in writing, to the Company any inventions,
improvements, or discoveries, methods, developments, software, and works of authorship,
whether patentable or not, which are made, conceived, or improved by Executive, solely or
jointly with others, during Executives employment hereunder, either during normal working
hours, or outside of normal working hours (Company Related Developments) that (A) use
equipment, supplies, facilities, trade secret information, or other Confidential Information
of Company or any Company Affiliate, or (B) directly relate, at the time of conception,
development, reduction to practice, or use, to the Rapid Thermal Pyrolysis
(RTPTM) technology of the Company or a Company Affiliate (the Technology), or
to actual research or development related to the Technology, or to the Company or a Company
Affiliate, or (C) that result directly from any work performed by Executive for Company or a
Company Affiliate.
 18.3
    
    Upon request, the Executive will assist the Company and its nominees in every proper way at
Companys expense (and without additional compensation to Executive), both during Executives
employment by the Company and thereafter, to obtain and retain for Companys sole benefit
patent protection for any and all Company Related Developments, which will remain the property
of Company, its successors, assigns, or nominees, whether patented or not, and, for that
purpose, upon written request by and at the expense of Company, Executive will within thirty
(30) days following a request therefore execute any and all documents relating thereto that
are deemed necessary by Company to the extent such request is reasonable. All such Company
Related Developments will be subject to the provision of section 16 (regarding Confidential
Information). Notwithstanding the foregoing, in the event that, after termination of
Executives engagement, Executive incurs expenses, provides services, or otherwise assists
Company or its nominees at such Partys request, Company shall compensate Executive therefor,
with such compensation to be reasonably agreed upon by Executive and Company. The obligations
of Executive and Company under this Section 18.3 will survive the termination of Executives
engagement for any reason or no reason, will be applicable regardless of any actual or alleged
breach of this Agreement by Company, and will continue indefinitely.
 19
    
    Acknowledgements regarding Enforceability of Agreement Terms
 19.1
    
    The Executive acknowledges that, in connection with the Executives employment by the
Company, the Executive will receive or will become eligible to receive substantial benefits
and compensation. The Executive acknowledges that the Executives employment by the Company
and all compensation and benefits and potential compensation and benefits to the Executive
from such employment shall be conferred by the Company upon the Executive only because and on
condition of the Executives willingness to commit the Executives best efforts and loyalty
to the Company, including protecting the Companys right to have its Confidential Information
protected




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19.2
    
    The Executive understands the Executives duties and obligations as set forth in this
Agreement and agrees that such duties and obligations would not unduly restrict or curtail the
Executives legitimate efforts to earn a livelihood following any termination of the
Executives employment with the Company. The executive agrees that the restrictions contained
in this Agreement are reasonable and valid and all defenses to the strict enforcement thereof
by the Company are waived by the Executive. The Executive further acknowledges that
irreparable damage would result to the Company if the restrictive covenants in this Agreement
are not specifically enforced, and agrees that the Company shall be entitled to any
appropriate legal, equitable, or other remedy, including injunctive relief, in respect of any
failure or continuing failure to comply with the restrictive provisions contained in this
Agreement.
 19.3
    
    If any court determines that any provision contained in this Agreement including, without
limitation, a restrictive covenant or any part thereof is unenforceable because of the
duration or geographical scope of the provision or for any other reason, the duration or scope
of the provision, as the case may be, shall be reduced so that the provision becomes
enforceable and, in its reduced form, the provision shall then be enforceable and shall be
enforced.
 19.4
    
    The Executive acknowledges that damages would be an insufficient remedy for a breach by him
of this Agreement and agrees that the Company may apply for and obtain any relief available to
it in a court of law or equity, including injunctive relief, to restrain breach or threat of
breach of this Agreement by the Executive or to enforce the covenants contained therein and,
in particular, the covenants contained in Sections 16, 17, and 18 of this Agreement, in
addition to rights the Company may have to damages arising from said breach or threat of
breach.
 20.
    
    Representations and Warranties
 20.1
    
    The Executive represents and warrants to the Company that the execution and performance of
this Agreement will not result in or constitute a default, breach, or violation, or an event
that, with notice or lapse of time or both, would be a default, breach, or violation, of any
understanding, agreement or commitment, written or oral, express or implied, to which the
Executive is currently a party or by which the Executive or Executives property is currently
bound.
 20.2
    
    The Executive shall defend, indemnify and hold the Company harmless from any liability,
expense, or claim (including solicitors fees incurred in respect thereof) by any person in
any way arising out of, relating to, or in connection with any incorrectness or breach of the
representations and warranties in Section 20.1.
 20.3
    
    The Executive acknowledges that a breach of Section 20.1 by the Executive shall entitle the
Company to terminate the Executives employment and this Agreement for cause.
 20.4
    
    The Company shall defend, indemnify and hold the Executive harmless from any liability,
expense or claim (including solicitors fees incurred in respect thereof) in any way arising
out of, relating to, or in connection with his performance of services for the Company, to the
fullest extent permitted by applicable law. The Company shall make reasonable efforts to
ensure that the Executive shall fully participate as a covered insured under the Companys
directors and officers liability insurance policy with respect to the Period of Active
Employment.
 21.
    
    Governing Law
  22.
    
    Entire Agreement




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23.
    
    Amendments
  24.
    
    Assignment
  25.
    
    Severability
  26.
    
    Headings
  27.
    
    Time of Essence
  28.
    
    Rights and Waivers
 28.1
    
    All rights and remedies of the parties are separate and cumulative, and none of them, whether
exercised or not, shall be deemed to be to the exclusion of any other rights or remedies or
shall be deemed to limit or prejudice any other legal or equitable rights or remedies or shall
be deemed to limit or prejudice any other legal or equitable rights or remedies which either
of the parties may have.
 28.2
    
    Any purported waiver of any default, breach or non-compliance under this Agreement is not
effective unless in writing and signed by the party to be bound by the waiver. No waiver
shall be
inferred from or implied by any failure to act or delay in acting by a party in respect of
any default, breach or non-observance or by anything done or omitted to be done by the other
party. The




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29.
    
    Executive Acknowledgements
  30.
    
    Notice
   th th




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IN WITNESS WHEREOF
 SIGNED on behalf of Ivanhoe Energy Inc. on November 10 , 2009
 /s/ Robert Friedland

Robert Friedland
    
    /s/ Howard Balloch

Howard BallochExecutive Co Chairman, President
    
    Director& Chief Executive Officer
    
    Chairman Compensation and Benefits Committee
 SIGNED
 /s/ David Dyck

David A. Dyck