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;
2
(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