kerkenezovconsultingagreemen.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:


DALLAS KERKENEZOV


(the “Contractor”)


WHEREAS:


A.                
             The Company
has retained the Contractor to provide the Company with the services of CFO, (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 CFO 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 $500 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 $500 for the month of
March 2013, on March 31, 2013.


3.2                   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;


(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.  


 







 










 












	

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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
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:  


 







 










 












	

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(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 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 







 










 












	

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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

MISCELLANEOUS


7.1                   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.


7.2                                     
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;


(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


 







 










 












	

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


7.3                   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.


7.4                   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.


7.5                   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.


7.6                   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.


7.7                   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.


7.8                   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.


7.9                   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.


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


7.11                 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.


7.12                 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
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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.


7.13                 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.


7.14                 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.


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


7.16                 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.


7.17                 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/ Glen Landry                                        


Name: Glen Landry


Position: President and CEO


Date: March 12,
2013


 


 


/s/ Dallas Kerkenezov                            


Dallas Kerkenezov






Date: March 12, 2013