landryconsultingagreement.htm - Generated by SEC Publisher for SEC Filing










 








CONSULTING
AGREEMENT


THIS
AGREEMENT is dated and effective as of
the 12th day of March, 2013.


BETWEEN:


 


NORSTRA ENERGY INC.


 (the “Company”)


AND:


GLEN LANDRY


(the “Contractor”)


WHEREAS:


A.                
             The Company
has retained the Contractor to provide the Company with the services of President and CEO, (the “Services”) in regards to the
Company’s operations as an oil and gas exploration company;


B.                
             The
Contractor has agreed to provide the Services to the Company on the terms and
conditions of this Agreement.


                         


NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the mutual covenants and promises
set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by each, the parties hereto
agree as follows:


Article I

APPOINTMENT AND AUTHORITY OF CONTRACTOR


1.1                                     
Appointment of Contractor.  The Company hereby appoints the Contractor to
perform the Services for the benefit of the Company as hereinafter set forth,
and the Company hereby authorizes the Contractor to exercise such powers as
provided under this Agreement.  The Contractor accepts such appointment on the
terms and conditions herein set forth.  


1.2                   Performance of Services. 
The Services hereunder have been and shall continue to be provided on the basis
of the following terms and conditions:


(a)   
the Services shall include those
services customarily provided by a President and Chief Executive Officer of
public companies, including  such other management advisory services as may be
reasonably requested by the Company from time to time. 


(b)  
the Contractor shall report
directly to the Board of Directors of the Company;


 







 










 












	

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(c)   
the Contractor shall faithfully,
honestly and diligently serve the Company and cooperate with the Company and
utilize maximum professional skill and care to ensure that all services
rendered hereunder, including the Services, are to the satisfaction of the
Company, acting reasonably, and the Contractor shall provide any other services
not specifically mentioned herein, but which by reason of the Contractor's
capability the Contractor knows or ought to know to be necessary to ensure that
the best interests of the Company are maintained; and


(d)  
the Company shall report the
results of the Contractor's duties hereunder as may be requested by the Company
from time to time.


1.4                   Independent Contractor. 
In performing the Services, the Contractor shall be an independent contractor
and not an employee or agent of the Company, except that the Contractor shall
be the agent of the Company solely in circumstances where the Contractor must
be the agent to carry out its obligations as set forth in this Agreement. 
Nothing in this Agreement shall be deemed to require the Contractor to provide
the Services exclusively to the Company and the Contractor hereby acknowledges
that the Company is not required and shall not be required to make any
remittances and payments required of employers by statute on the Contractor's
behalf and the Contractor or any of its agents shall not be entitled to the fringe
benefits provided by the Company to its employees.


Article II

CONTRACTOR'S AGREEMENTS


2.1                   Expense Statements.  The
Contractor may incur reasonable expenses in the name of the Company provided
that such expenses relate solely to the carrying out of the Services.  The
Contractor will immediately forward all invoices for expenses incurred on
behalf of and in the name of the Company and the Company agrees to pay said
invoices directly on a timely basis.  


2.2                   Regulatory Compliance. 
The Contractor agrees to comply with all applicable securities legislation and
regulatory policies in relation to providing the Services, including but not
limited to United States securities laws (in particular, Regulation FD) and the
policies of the United States Securities and Exchange Commission. 


2.3                   Prohibition Against Insider Trading.  The Contractor
hereby acknowledges that the Contractor is aware, and further agrees 
that the Contractor
will advise those of its directors, officers, employees and agents who may have
access to Confidential Information, that United States securities laws prohibit
any person who has material, non-public information about a company from  purchasing or selling securities of such a company or
from communicating such information to any other person under circumstances in
which it is reasonably foreseeable that such person is likely to purchase or
sell such securities. 


 







 










 












	

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Article III

COMPANY'S AGREEMENTS


 


3.1                                     
Compensation. 
The Contractor shall receive payment of US $5,000 per month, payable on the last day of
every month, as compensation for providing the Services pursuant to the terms
of this Agreement.  The Contractor shall be paid the full $5,000 for the month
of March 2013, on March 31, 2013.


3.2                                     
Compensation Shares.  Additional compensation for agreeing
to enter into this Agreement shall be payable 1,000,000 shares of the
Company's preferred stock, issued pursuant to terms of this Agreement (the
“Compensation Shares”).  The Compensation Shares shall be convertible into
10,000,000 common shares of the Company’s stock upon the production of oil from
an oil and gas well owned by the Company within the State of Montana.  


3.3                   Voting of Compensation Shares. 
The Contractor covenants and agrees that, with respect to the shares that it
receives from the exercise of Compensation Shares, it shall, at all times that
it is the beneficial owner of such shares, vote such shares on all matters
coming before it as a stockholder of the Company in the same manner as the
majority of the board of directors of the Company shall recommend.


3.4                   Information.  Subject to
the terms of this Agreement, including without limitation Article V hereof, and
provided that the Contractor agrees that it will not disclose any material
non-public information to any person or entity, the Company shall make
available to the Contractor such information and data and shall permit the
Contractor to have access to such documents as are reasonably necessary to
enable it to perform the Services under this Agreement.  The Company also
agrees that it will act reasonably and promptly in reviewing materials
submitted to it from time to time by the Contractor and inform the Contractor
of any material inaccuracies or omissions in such materials.


Article IV

DURATION, TERMINATION AND DEFAULT


4.1                   Effective Date.  This
Agreement shall become effective as of March
1, 2013 (the “Effective Date”), and shall continue for a
period of 12  months thereafter (the “Term”) or until earlier
terminated pursuant to the terms of this Agreement.


4.2                   Termination.  Without prejudicing any other rights that
the Company may have hereunder or at law or in equity, the Company may 
terminate this Agreement immediately upon delivery of written notice to the
Contractor if:


(a)   
the Contractor breaches
section 2 of this Agreement;


(b)  
the Contractor breaches
any other material term of this Agreement and such breach is not cured to the
reasonable satisfaction of the Company within thirty (30) days after written
notice describing the breach in reasonable detail is delivered to the Contractor;


 







 










 












	

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(c)    the Company acting reasonably determines
that the Contractor has acted, is acting or is likely to act in a manner
detrimental to the Company or has violated or is likely to violate the
confidentiality of any information as provided for in this Agreement;


(d)  
the Contractor is
unable or unwilling to perform the Services under this Agreement, or


(e)   
the Contractor commits
fraud, serious neglect or misconduct in the discharge of the Services.


4.3                   Termination with Notice. 
Either party may terminate this agreement by providing the other party with 30
days written notice.  


4.4                   Duties Upon Termination. 
Upon termination of this Agreement for any reason, the Contractor shall upon
receipt of all sums due and owing, promptly deliver the following in accordance
with the directions of the Company:


(a)               
a final accounting, reflecting the
balance of expenses incurred on behalf of the Company as of the date of
termination; and


(b)  
all documents pertaining to the
Company or this Agreement, including but not limited to, all books of account,
correspondence and contracts, provided that the Contractor shall be entitled
thereafter to inspect, examine and copy all of the documents which it delivers
in accordance with this provision at all reasonable times upon three (3) days’
notice to the Company.


4.5                   Compensation of Contractor on
Termination.  Upon termination of this Agreement by the Company for cause,
the Contractor shall be entitled to receive as its full and sole compensation
in discharge of obligations of the Company to the Contractor under this
Agreement all sums due and payable under this Agreement to the date of
termination and the Contractor shall have no right to receive any further
payments; provided, however, that the Company shall have the right to offset
against any payment owing to the Contractor under this Agreement any damages,
liabilities, costs or expenses suffered by the Company by reason of the fraud,
negligence or wilful act of the Contractor, to the extent such right has not
been waived by the Company.  Upon termination of this Agreement by the Company
without cause, the Contractor shall be entitled to a severance payment
equivalent to three months of the cash compensation fee specified in section
3.1.  Any options or shares unvested at the time of termination shall be cancelled
and returned to treasury.  


Article V

CONFIDENTIALITY AND NON-COMPETITION


5.1                   Maintenance of Confidential
Information.  The Contractor acknowledges
that in the course of its appointment hereunder the Contractor will, either
directly or indirectly, have access to and be entrusted with information
(whether oral, written or by inspection) relating to the Company or its
respective affiliates, associates or customers (the “Confidential
Information”).  For the purposes of this Agreement, “Confidential Information” includes,
without limitation, any and all Developments (as defined herein), trade
secrets, inventions, innovations, techniques, processes, formulas, drawings,
designs, products, systems, creations, improvements, documentation, data,
specifications, technical reports, customer lists, supplier lists, distributor 







 










 












	

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lists, distribution channels and methods, retailer lists,
reseller lists, employee information, financial information, sales or marketing
plans, competitive analysis reports and any other thing or information
whatsoever, whether copyrightable or uncopyrightable or patentable or
unpatentable.  The Contractor acknowledges that the Confidential Information
constitutes a proprietary right, which the Company is entitled to protect. 
Accordingly the Contractor covenants and agrees that during the Term and
thereafter until such time as all the Confidential Information becomes publicly
known and made generally available through no action or inaction of the
Contractor, the Contractor will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the Company in each
instance, disclose, use or otherwise disseminate the Confidential Information,
directly or indirectly, to any third party.


5.2                   Exceptions. The general prohibition contained in Section 5.1
against the unauthorized disclosure, use or dissemination of the  Confidential Information shall not apply in
respect of any Confidential Information that:  


(a)   
is available
to the public generally in the form disclosed;


(b)  
becomes part
of the public domain through no fault of the Contractor;


(c)   
is already
in the lawful possession of the Contractor at the time of receipt of the
Confidential Information; or


(d)  
is compelled
by applicable law to be disclosed, provided that the Contractor gives the
Company prompt written notice of such requirement prior to such disclosure and
provides assistance in obtaining an order protecting the Confidential
Information from public disclosure.


5.3                   Developments.  Any information, data, work product or any other
thing or documentation whatsoever which the Contractor, either by itself or in
conjunction with any third party, conceives, makes, develops, acquires or
acquires knowledge of during the Contractor’s appointment with the Company or
which the Contractor, either by itself or in conjunction with any third party,
shall conceive, make, develop, acquire or acquire knowledge of (collectively
the “Developments”) during the Term or at any time thereafter during which the
Contractor is engaged by the Company that is related to the business of mining
property acquisition and exploration shall automatically form part of the
Confidential Information and shall become and remain the sole and exclusive
property of the Company.  Accordingly, the Contractor does hereby irrevocably,
exclusively and absolutely assign, transfer and convey to the Company in
perpetuity all worldwide right, title and interest in and to any and all
Developments and other rights of whatsoever nature and kind in or arising from
or pertaining to all such Developments created or produced by the Contractor
during the course of performing this Agreement, including, without limitation,
the right to effect any registration in the world to protect the foregoing
rights.  The Company shall have the sole, absolute and unlimited right
throughout the world, therefore, to protect the Developments by patent,
copyright, industrial design, trademark or otherwise and to make, have made,
use, reconstruct, repair, modify, reproduce, publish, distribute and sell the
Developments, in whole or in part, or combine the Developments with any other
matter, or not use the Developments at all, as the Company sees fit.


5.4                   Protection of Developments. 
The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor shall
perform such further acts and execute and deliver such further instruments,
writings, documents and assurances (including, without limitation, specific
assignments and other documentation which may be required anywhere in the world
to register evidence of ownership of the rights assigned pursuant hereto) as
the Company shall reasonably require in order to give full effect to the true
intent and purpose of 







 










 












	

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the assignment made under Section
0 hereof.  If the Company is for any reason unable, after reasonable effort, to
secure execution by the Contractor on documents needed to effect any
registration or to apply for or prosecute any right or protection relating to
the Developments, the Contractor hereby designates and appoints the Company and
its duly authorized officers and agents as the Contractor’s agent and attorney
to act for and in the Contractor’s behalf and stead to execute and file any
such document and do all other lawfully permitted acts necessary or advisable
in the opinion of the Company to effect such registration or to apply for or
prosecute such right or protection, with the same legal force and effect as if
executed by the Contractor.


5.5                   Remedies.  The parties to this Agreement recognize that any
violation or threatened violation by the Contractor of any of the provisions
contained in this Article V will result in immediate and irreparable damage to
the Company  and that the Company
could not adequately be compensated for such damage by monetary award alone. 
Accordingly, the Contractor agrees that in the event of any such violation or
threatened violation, the Company shall, in addition to any other remedies
available to the Company at law or in equity, be entitled as a matter of right
to apply to such relief by way of restraining order, temporary or permanent
injunction and to such other relief as any court of competent jurisdiction may
deem just and proper.


5.6                   Reasonable Restrictions. 
The Contractor agrees that all restrictions
in this Article V are reasonable and valid, and all defenses  to the strict enforcement thereof by the Company
are hereby waived by the Contractor.


Article VI

DEVOTION TO CONTRACT


6.1                   Devotion to Contract. 
During the term of this Agreement, the Contractor shall devote sufficient time,
attention, and ability to the business of the Company, and to any associated
company, as is reasonably necessary for the proper performance of the Services
pursuant to this Agreement.  Nothing contained herein shall be deemed to
require the Contractor to devote its exclusive time, attention and ability to
the business of the Company.  During the term of this Agreement, the Contractor
shall, and shall cause each of its agents assigned to performance of the
Services on behalf of the Contractor, to:


(a)   
at all times perform the Services
faithfully, diligently, to the best of its abilities and in the best interests
of the Company;


(b)  
devote such of its time, labour
and attention to the business of the Company as is necessary for the proper
performance of the Services hereunder; and


(c)   
refrain from acting in any manner
contrary to the best interests of the Company or contrary to the duties of the
Contractor as contemplated herein.


6.2                   Other Activities.  The
Contractor shall not be precluded from acting in a function similar to that
contemplated under this Agreement for any other person, firm or company.


Article VII

PRIVATE PLACEMENT OF COMPENSATION SHARES


7.1                   Documents Required from
Contractor.  The Contractor  shall complete, sign and return to the Company as soon as possible, on
request by the Company, such additional 







 










 












	

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documents,
notices and undertakings as may be required by regulatory authorities and
applicable law.


7.2                   Acknowledgements
of Contractor  The Contractor acknowledges and agrees that:


(a)               
the Contractor agrees and
acknowledges that none of the Compensation Shares have been registered under
the Securities Act of 1933 or under any state securities or "blue
sky" laws of any state of the United States, and, unless so registered,
may not be offered or sold in the United States or, directly or indirectly, to
U.S. Persons (as that term is defined in Regulation S under the Securities Act
of 1933), except in accordance with the provisions of Regulation S, pursuant to
an effective registration statement under the Securities Act of 1933, or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and in each case only
in accordance with applicable state securities laws. 


(b)              
the Contractor has not
acquired the Compensation Shares as a result of, and will not itself engage in,
any “directed selling efforts” (as defined in Regulation S under the 1933 Act)
in the United States in respect of any of the Securities which would include
any activities undertaken for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United States
for the resale of any of the Compensation Shares; provided, however, that the
Contractor may sell or otherwise dispose of any of the Compensation Shares
pursuant to registration thereof under the 1933 Act and any applicable state
securities laws or under an exemption from such registration requirements;


(c)               
the Compensation Shares will be
subject in the United States to a hold period from the date of issuance of the Compensation
Shares unless such Compensation Shares are registered with the Securities and
Exchange Commission (“SEC”);


(d)              
the decision to execute this
Agreement and purchase the Compensation Shares agreed to be purchased hereunder
has not been based upon any oral or written representation as to fact or
otherwise made by or on behalf of the Company other than those made by the
Company in the information the Company has filed with the SEC;


(e)               
it will indemnify and hold
harmless the Company and, where applicable, its directors, officers, employees,
agents, advisors and shareholders from and against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and
all fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative proceeding or
investigation whether commenced or threatened) arising out of or based upon any
representation or warranty of the Contractor contained herein or in any
document furnished by the Contractor to the Company in connection herewith
being untrue in any material respect or any breach or failure by the Contractor
to comply with any covenant or agreement made by the Contractor to the Company
in connection therewith;


(f)               
the issuance and sale of the Compensation
Shares to the Contractor will not be completed if it would be unlawful;


 







 










 












	

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(g)               
the Compensation Shares are not
listed on any stock exchange or subject to quotation and no representation has
been made to the Contractor that the Compensation Shares will become listed on
any other stock exchange or subject to quotation on any other quotation system
except that market makers are currently making markets in the Company’s common
stock on the OTC Bulletin Board;


(h)              
no securities commission or
similar regulatory authority has reviewed or passed on the merits of the Compensation
Shares;


(i)                
there is no government or other
insurance covering the Compensation Shares;


(j)                
there are risks associated with an
investment in the Compensation Shares, including the risk that the Contractor
could lose all of its investment;


(k)              
the Contractor and the
Contractor’s advisor(s) have had a reasonable opportunity to ask questions of
and receive answers from the Company in connection with the distribution of the
Compensation Shares hereunder, and to obtain additional information, to the
extent possessed or obtainable without unreasonable effort or expense,
necessary to verify the accuracy of the information about the Company;


(l)                
the books and records
of the Company were available upon reasonable notice for inspection, subject to
certain confidentiality restrictions, by the Contractor during reasonable business
hours at its principal place of business, and all documents, records and books
in connection with the distribution of the Compensation Shares hereunder have
been made available for inspection by the Contractor, the Contractor’s lawyer
and/or advisor(s);


(m)            
the Company will refuse
to register any transfer of the Compensation Shares not made in accordance with
the provisions of Regulation S, pursuant to an effective registration statement
under the 1933 Act or pursuant to an available exemption from the registration
requirements of the 1933 Act;


(n)              
the statutory and
regulatory basis for the exemption claimed for the offer of the Compensation
Shares, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the 1933 Act; and


(o)              
the Contractor has been
advised to consult the Contractor’s own legal, tax and other advisors with
respect to the merits and risks of an investment in the Compensation Shares and
with respect to applicable resale restrictions, and it is solely responsible
(and the Company is not in any way responsible) for compliance with:


                                        
(i)                       
any applicable laws of
the jurisdiction in which the Contractor is resident in connection with the
distribution of the Compensation Shares hereunder, and


                                      
(ii)                       
applicable resale
restrictions. 


 







 










 












	

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7.3                   Representations,
Warranties and Covenants of the Contractor.  The Contractor hereby
represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the end of the expiry
of the Term or early termination of this Agreement) that:


(a)        The Contractor is a U.S. Person and is an
"accredited investor" as that term is defined in Rule 501 of
Regulation D promulgated under the 1933 Act;


(b)        the Contractor is not acquiring
the Compensation Shares for the account or benefit of, directly or indirectly,
any U.S. Person;


(c)        the sale of the Compensation Shares
to the Contractor as contemplated in this Agreement complies with or is exempt
from the applicable securities legislation of the jurisdiction of residence of
the Contractor;


(d)        the Contractor is acquiring the Compensation
Shares for investment only and not with a view to resale or distribution and,
in particular, it has no intention to distribute either directly or indirectly
any of the Compensation Shares in the United States or to U.S. Persons; 


(e)        the Contractor is executing this
Agreement and is acquiring the Compensation Shares as principal for the
Contractor’s own account, for investment purposes only, and not with a view to,
or for, resale, distribution or fractionalisation thereof, in whole or in part,
and no other person has a direct or indirect beneficial interest in such Compensation
Shares;


(f)        the entering into of this Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of the Contractor;


(g)        the entering into of this Agreement and the
transactions contemplated thereby will not result in the violation of any of the
terms and provisions of any law applicable to the Contractor, or of any
agreement, written or oral, to which the Contractor may be a party or by which
the Contractor is or may be bound;


(h)        the Contractor has duly executed and
delivered this Agreement and it constitutes a valid and binding agreement of
the Contractor enforceable against the Contractor in accordance with its terms;


(i)         the Contractor has the requisite knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of the prospective investment in the Compensation Shares
and the Company;


(j)         the Contractor is not an
underwriter of, or dealer in, the common shares of the Company, nor is the
Contractor participating, pursuant to a contractual agreement or otherwise, in
the distribution of the Compensation Shares;


(k)        the Contractor is not aware of
any advertisement of pertaining to the Company or any of the Compensation
Shares; and


(l)                
no person has made to
the Contractor any written or oral representations:


 







 










 












	

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(i)                       
that any person will
resell or repurchase any of the Compensation Shares;


                                      
(ii)                       
that any person will
refund the purchase price of any of the Compensation Shares;


                                    
(iii)                       
as to the future price
or value of any of the Compensation Shares; or


                                    
(iv)                       
that any of the Compensation
Shares will be listed and posted for trading on any stock exchange or automated
dealer quotation system or that application has been made to list and post any
of the Compensation Shares of the Company on any stock exchange or automated
dealer quotation system, except that currently certain market makers make
market in the common shares of the Company on the OTC Bulletin Board.


7.4                   Legending of Compensation
Shares.  The Contractor
hereby acknowledges that upon the issuance thereof, and until such time as the 
same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the
Compensation Shares will bear a legend in substantially the following form: 


 


NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
1933 ACT.  "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.


The Contractor hereby acknowledges and
agrees to the Company making a notation on its records or giving instructions
to the registrar and transfer agent of the Company in order to implement the
restrictions on transfer set forth  and described in this Agreement.


Article VIII

MISCELLANEOUS


8.1                   Notices.  All notices
required or allowed to be given under this Agreement shall be made either
personally by delivery to or by facsimile transmission to the address provided
on the first page of this Agreement, or to such other address as may be
designated from time to time by such party in writing.


8.1             
Independent Legal Advice.  The Contractor acknowledges that:


(a)   
the Contractor has been requested
to obtain his own independent legal advice on this Agreement prior to signing
this Agreement;


 







 










 












	

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(b)  
the Contractor has been given
adequate time to obtain independent legal advice;


(c)   
by signing this Agreement, the
Contractor confirms that he fully understands this Agreement; and


(d)  
by signing this Agreement without
first obtaining independent legal advice, the Contractor waives his right to
obtain independent legal advice.


8.3                   Change of Address.  Any
party may, from time to time, change its address for service hereunder by
written notice to the other party in the manner aforesaid.


8.4                   Entire Agreement.  As of
from the date hereof, any and all previous agreements, written or oral between
the parties hereto or on their behalf relating to the appointment of the
Contractor by the Company are null and void.  The parties hereto agree that
they have expressed herein their entire understanding and agreement concerning
the subject matter of this Agreement and it is expressly agreed that no implied
covenant, condition, term or reservation or prior representation or warranty
shall be read into this Agreement relating to or concerning the subject matter
hereof or any matter or operation provided for herein.


8.5                   Further Assurances.  Each
party hereto will promptly and duly execute and deliver to the other party such
further documents and assurances and take such further action as such other
party may from time to time reasonably request in order to more effectively
carry out the intent and purpose of this Agreement and to establish and protect
the rights and remedies created or intended to be created hereby.


8.6                   Waiver.  No provision
hereof shall be deemed waived and no breach excused, unless such waiver or
consent excusing the breach is made in writing and signed by the party to be
charged with such waiver or consent.  A waiver by a party of any provision of
this Agreement shall not be construed as a waiver of a further breach of the
same provision.


8.7                   Amendments in Writing. 
No amendment, modification or rescission of this Agreement shall be effective
unless set forth in writing and signed by the parties hereto.


8.8                   Assignment.  Except as herein expressly provided, the
respective rights and obligations of the Contractor and the Company under 
this Agreement shall not be assignable by either party without the written
consent of the other party and shall, subject to the foregoing, enure to the
benefit of and be binding upon the Contractor and the Company and their
permitted successors or assigns.  Nothing herein expressed or implied is
intended to confer on any person other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement.


8.9                   Severability.  In the
event that any provision contained in this Agreement shall be declared invalid,
illegal or unenforceable by a court or other lawful authority of competent
jurisdiction, such provision shall be deemed not to affect or impair the
validity or enforceability of any other provision of this Agreement, which
shall continue to have full force and effect.


8.10                 Headings.  The headings in
this Agreement are inserted for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.


 







 










 












	

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8.11                 Number
and Gender.  Wherever the singular or masculine or neuter is used in this
Agreement, the same shall be construed as meaning the plural or feminine or a
body politic or corporate and vice versa where the context so requires.


8.12                 Time.  Time shall be of
the essence of this Agreement.
In the event that any day on or before which any action is required to be taken
hereunder is not a business day, then such action shall be required to be taken
at or before the requisite time on the next succeeding day that is a business
day.  For the purposes of this Agreement, “business day” means a day which is
not Saturday or Sunday or a statutory holiday in Reno, Nevada, U.S.A.


8.13                 Enurement.  This Agreement
is intended to bind and enure to the benefit of the Company, its successors and
assigns, and the Contractor and the personal legal representatives of the
Contractor.


8.14                 Counterparts. 
This Agreement may  be executed in several counterparts, each
of which will be deemed to be an original and all of which will together
constitute one and the same instrument.


8.15                 Currency. 
Unless otherwise provided, all dollar amounts referred to in this
Agreement are in lawful money of the United States of America.


8.16                 Electronic Means. 
Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic  communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as
of the effective date of this Agreement.


8.17                 Proper Law. 
This Agreement will be governed by and construed in accordance with the law of the
State of Nevada.  The parties hereby attorn to the jurisdiction of the Courts
in the State of Nevada.


                         


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


NORSTA ENERGY INC.



Per: /s/ Dallas Kerkenezov                              


Name: Dallas Kerkenezov


Position: CFO


Date: March 12,
2013


 


 


/s/ Glen Landry


Glen Landry






Date: March 12, 2013