SERVICE AGREEMENT
THIS AGREEMENT dated for reference the 15th day of May, 2006
BETWEEN: 1112294 Alberta Ltd.
c/o Manny Dhinsa
1725 - 65th Street
Edmonton, Alberta
T6L 1N1
(the "Service Provider")
AND: Strata Oil & Gas Inc.
#408- 918 16th Ave NW
Calgary, Alberta
T2M O3K
(the "Company")
WHEREAS:
A. The Company is a Canadian corporation in the business of oil and gas
exploration; and
B. The Company desires to develop a oil and gas property exploration
programs; and
C. The Company desires to retain the services of the Service Provider in
the capacity pursuant to the terms hereof; and
D. The Service Provider is an oil and gas services business, and
E. The Service Provider is owned and controlled by Manny Dhinsa who
currently serves as the Company's Chairman, President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer, and Director.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each party, the parties
agree as follows:
1. ENGAGEMENT AND DURATION: The Company hereby engages the
Service Provider to provide the services referred to in
Section 3 hereof for the consideration hereinafter set forth
and the Service Provider hereby accepts such engagement by the
Company, all upon and subject to the terms and conditions of
this Agreement.
2. TERM: The Service Provider's engagement shall be for an
indefinite term and may only be terminated with one month's
written notice by either party. This agreement doe not provide
for severance or termination benefits of any kind.
3. DUTIES: The Service Provider will utilize its expertise to:
(a) Manage, plan and oversee all aspects of the Company's oil and
gas exploration programs; and
(b) Continue to serve as the Company's Chairman, President, Chief
Executive Officer, Chief Financial Officer, Secretary,
Treasurer, and Director.
4. COMPENSATION:
4.1 Compensation: In consideration for the services of the Service Provider
to be provided to the Company under this agreement, the Company will:
(a) Pay the Service Provider a monthly rate of CDN$10,000 per
month plus applicable Goods and Services Taxes. In addition,
the Company shall reimburse the Service Provider for expenses
incurred on behalf of the Company.
4.2 Payment Terms
(a) The monthly payment and expenses are to be invoiced to the
Company by the Service Provider. The Company will promptly pay
the Service Provider for all reasonable invoices submitted to
the Company.
5. CONFIDENTIALITY AND NON-DISCLOSURE:The Service Provider agrees on
behalf of himself that any information provided to him by the Company
of a confidential nature will not be revealed or disclosed to any
person or entity, except in the performance of this Agreement or as
directed by legal or regulatory authority.
6. WAIVER: No consent or waiver, express or implied, by any party to this
Agreement of any breach or default by the other party in the
performance of its obligations under this Agreement or of any of the
terms, covenants or conditions of this Agreement shall be deemed or
construed to be a consent or waiver of any subsequent or continuing
breach or default in such party's performance or in the terms,
covenants and conditions of this Agreement. The failure of any party to
this Agreement to assert any claim in a timely fashion for any of its
rights or remedies under this Agreement shall not be construed as a
waiver of any such claim and shall not serve to modify, alter or
restrict any such party's right to assert such claim at any time
thereafter.
7. NOTICES: Any notice relating to this Agreement or required or permitted
to be given in accordance with this Agreement shall be in writing and
shall be personally delivered or delivered by courier to the address of
the parties set out on the first page of this Agreement. Any notice
shall be deemed to have been received when delivered. Each party to
this Agreement may change its address by giving written notice of such
change in this manner provided for above.
8. APPLICABLE LAW: This Agreement shall be governed by and construed in
accordance with the laws of the province of Alberta and the federal
laws of Canada applicable therein, which shall be deemed to be the
proper law hereof. The parties hereto hereby submit to the jurisdiction
of the courts of Alberta.
9. SEVERABILITY: If any provision of this Agreement for any reason by
declared invalid, such declaration shall not effect the validity of any
remaining portion of the Agreement, which remaining portion remain in
full force and effect as if this Agreement had been executed with the
invalid portion thereof eliminated and is hereby declared the intention
of the parties that they would have executed the remaining portions of
this Agreement without including therein any such part, parts or
portion which may, for any reason, be hereafter declared invalid.
10. ENTIRE AGREEMENT: This Agreement, hereto constitutes the entire
agreement between the parties hereto and there are no representations
or warranties, express or implied, statutory or otherwise other than
set forth in this Agreement and there are no agreements collateral
hereto other than as are expressly set forth or referred to herein.
This Agreement cannot be amended or supplemented except by a written
agreement executed by both parties hereto. This agreement supersedes
any and all previous agreements between the Service Provider and the
Company.
11. INTERPRETATION: Any reference to gender includes all genders, and the
singular includes the plural and the body corporate. No provision of
this Agreement shall be construed against any party by virtue of that
party having drafted and prepared this Agreement; it being acknowledged
and agreed that both parties participated in the negotiation, drafting
and preparation of this Agreement. All headings are inserted for
reference only.
12. COUNTERPARTS: This Agreement may be executed in counterparts together
shall constitute one and the same instrument.
IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date
set out on the first page of this Agreement.
Per: 1112294 Alberta Ltd.
Authorized Signatory
/s/ Manny Dhinsa
- ---------------------------------------
Per: Manny Dhinsa
Strata Oil & Gas Inc.
On Behalf of the Board
Authorized Signatory
/s/ Scott Praill
- ---------------------------------------
Per: Scott Praill