CONSULTING SERVICES AGREEMENT

[Insert here a brief description of consulting/technical/professional services being provided]

Between ABC Oil Limited and _____________________________________

[Insert Name of Consultant]

Effective Date:

CONSULTING SERVICES AGREEMENT

THIS AGREEMENT made as of the day of ______________, 20___.

BETWEEN:

ABC OIL LIMITED, a body corporate, with offices and refining operations in Coast City, Ontario, Canada (hereinafter defined as ABC) - and ________________________________________________________________ _, a body corporate under the laws of ____________________________________, with offices at _____________________________________________________ (hereinafter defined as Consultant) - and ________________________________________________________________ _, of ______________________________________________________________ (hereinafter defined as Principal)

RECITALS: A. As part of Consultant's ongoing professional business activities, Consultant, its Affiliates (as hereinafter defined) and approved Subcontractors regularly provide engineering, technical, consulting and other related professional and other services and expertise comparable to Services (as hereinafter defined) to members of the petroleum product refining industry within North America and elsewhere; B. ABC wishes to obtain Services in respect of one or more Projects (as hereinafter defined) through the use of qualified, professional and independent engineers, technicians, consultants and other professionals, and Consultant wishes to provide Services to ABC; and C. ABC and Consultant have agreed that Consultant will provide Services to ABC in accordance with this Agreement (as hereinafter defined); THIS AGREEMENT WITNESSES that for and in consideration of the mutual covenants herein contained, the sum of One Dollar ($1.00) of lawful money of Canada and other good and valuable consideration, the receipt and sufficiency of which are hereby respectively acknowledged, the parties hereto covenant and agree as hereinafter set forth. 1.0 1.1 DEFINITIONS AND INTERPRETATION [Definitions] In this Agreement, except where the context otherwise requires, the following words and expressions will have the meanings hereby assigned to them: (a) "Acceptance", "accepted", "approval" or "approved" means, as it relates to ABC's acceptance or approval, written acceptance or approval, even though not expressly stated as written acceptance or approval; "Affiliate" means a body corporate directly or indirectly controlling, controlled by or under direct or indirect common control with ABC or Consultant, as the case may be; "Agreement" or "Contract" means this agreement and each and every schedule, appendix, exhibit, project release, work release, work order or purchase order annexed to or expressly incorporated in this Agreement, each and every document, plan, drawing, specification, instruction and rule referred to herein or in any such schedule, appendix, exhibit, project release, work release, work order or purchase order and each and every amendment, supplement, deletion or modification thereto made in accordance with this Agreement; "business day" means Monday through Friday, inclusive, excepting any days that are statutory holidays under the laws of the Province of Ontario or the laws of Canada and standard local holidays for Consultant;

(b)

(c)

(d)

(e)

"Change Order" means a written modification of this Agreement issued and accepted pursuant to this Agreement to effect a change in the Scope of Work; Confidential Information" means all knowledge, information or data received or acquired by Consultant that is owned or possessed by ABC and/or its Affiliates or by third parties (which third party knowledge, information or data is being used by, licensed to or in the control or possession of ABC or its Affiliates, whether or not the subject of a separate non-disclosure or confidentiality agreement between ABC and/or its Affiliates and such third party) and that is disclosed, marked or otherwise made known at any time to Consultant to be confidential and proprietary information, including (without limitation) ABC Technical Information and data, documents, reports, analyses, tests, specifications, charts, plans, drawings, models, ideas, schemes, correspondence, communications, lists, manuals, computer programs, software, technology, techniques, methods, processes, services, routines, systems, procedures, practices, operations, modes of operation, apparatus, equipment, business opportunities, customer and supplier lists and other customer information, sales data, financial data, know-how and trade or other secrets and whether verbal, written or existing, stored or communicated in any form or medium, together with all copies thereof however and whenever made, and all information and data derived therefrom, except solely to the extent that such knowledge or information is demonstrated by Consultant to be: (i) part of the public domain (through no fault of Consultant, any Subcontractor or their respective Personnel); legally and as a matter of right (to the best of Consultants knowledge) in Consultant's possession as of the date of this Agreement and not subject to any other non-disclosure agreement between ABC and Consultant or ABC and any third party (including any of ABC's Affiliates); furnished or made known to Consultant, legally and as a matter of right (to the best of Consultant=s knowledge), by third parties without any restriction on use or disclosure; bona fide independently developed through substantive thought and activity by Consultant entirely without access to or use of the information, knowledge or data hereinbefore described; or required to be disclosed under compulsion of Law; provided, however, that in such instance Consultant will provide prior written notice to ABC to allow ABC to take actions necessary to protect its interest;

(f)

(ii)

(iii)

(iv)

(v)

(g)

"Consultant" means the party named and set out as such on page one (1) of this Agreement, together with such partys heirs, executors, administrators, personal representatives, successors and, to the extent permitted under this Agreement, assigns, as the case may be; "Consultant's Representative" means Consultant's representative appointed from time to time by Consultant and, subject to ABCs reasonable consent thereto, notified in writing to ABC to act as Consultant's representative for the purposes of this Agreement; "Deliverables" means all documentation, deliverables and other materials forming part of Services and relating to the Scope of Work; "ABC" means ABC Oil Limited, its successors and assigns; "ABC's Representative" means ABC's representative appointed from time to time by ABC and notified in writing to Consultant to act as ABC's representative for the purposes of this Agreement; "Law" or "Laws" means all statutes, regulations, by-laws, statutory orders, ministerial orders, requisitions, rules, codes or specifications enacted, issued, promulgated, made or adopted by any duly constituted governmental or other lawful authority, and includes such Laws as amended or varied from time to time; "Other Contractors" means one or more persons, firms, associations or corporations, other than Consultant, engaged by or having a separate agreement, directly or indirectly, with ABC or any of its Affiliates for work, supply and/or services other than Services to be performed by Consultant hereunder, and such other contractor's heirs, executors, personal and legal representatives, administrators, successors and permitted assigns; "Personnel" includes directors, officers, employees, agents, representatives and other persons, consultants, firms, associations or corporations directly or indirectly employed, engaged or retained by Consultant, a Subcontractor, Other Contractors or ABC, as the case may be; Principal means the individuals, corporations or other entities named and set out as such on page one (1) of this Agreement (where applicable), jointly and severally; "Project" means the designs, renovations, alterations, construction and/or other activities at the Site in respect of which Services, in whole or part, are being rendered by Consultant hereunder;

(h)

(i)

(j) (k)

(l)

(m)

(n)

(o)

(p)

(q)

"Project Substantial Completion" means that the applicable Project is ready for use, or is being used, by ABC for the purpose intended in accordance with all applicable Project contracts relating thereto, including this Agreement; "Refinery" means the entire ABC refinery site situated at Loch Lomond Road and Grandview Avenue, Coast City, Ontario comprising an area of 700 acres, more or less; "Refinery Instructions" includes all safety, administrative, security, work, Site and other instructions, rules and regulations issued by or on behalf of ABC in respect of Services, the Refinery and/or the Site, or any part thereof, and includes, without limitation, Loss Management Instruction No. 104 entitled Instructions to Contractors Working for ABC Oil Limited, Refining Division attached as Appendix III hereto, as may be amended by ABC from time to time; "Services" means the professional work, supply and services to be performed by Consultant under, in accordance with and in full satisfaction of the terms of this Agreement, as more particularly described in Section 2.0 and Appendix I of this Agreement, together with Project releases, work releases, work orders, purchase orders and other written amendments, supplements, deletions or modifications thereto made in accordance with this Agreement, as agreed to by ABC from time to time, and includes Deliverables; "Site" means the lands, premises, buildings, structures and other places on, under, in, through or in respect of which the Services are to be performed (including the Refinery, in whole or part) and any other lands, premises, buildings, structures or places provided by ABC for the purposes of this Agreement together with such other lands, premises, buildings, structures and places as may be specifically designated in this Agreement as forming part of the Site; "Subcontractor" means any person, firm, association or corporation (except any approved Affiliate of Consultant which has contracted directly with ABC), as approved by ABC, having a contract, directly or indirectly, with Consultant for the supply of labour and/or the furnishing of materials, equipment and/or services in connection with the provision of Services; Technical Information as applied to any party means all operating techniques, apparatus, data, technical data, information embodied in patents or pending patent applications, improvements, developments and know-how, and which is owned or controlled by that party or its Affiliates, or which is possessed by that party or its Affiliates without any restrictions on further disclosure, at any time prior to the termination of this Agreement; Term has the meaning set out in Section 6.0 of this Agreement; "Terms of Payment" means the terms of payment set out in Appendix II attached hereto, together with written amendments, supplements, deletions or modifications thereto made in accordance with this Agreement, as agreed to by ABC from time to time; "Warranty Period" means the full period of: (i) (ii) 12 months from Project Substantial Completion; or 36 months from Acceptance of Services;

(r)

(s)

(t)

(u)

(v)

(w)

(x) (y)

(z)

whichever period expires first, as may be extended in accordance with the terms of this Agreement; (aa) "WHMIS" means the national system developed and implemented under federal and provincial Laws, including the Hazardous Products Act (Canada) and the Controlled Products Regulations (Canada), to provide information on hazardous materials used in the workplace and being commonly known as "Workplace Hazardous Materials Information System", and includes Material Safety Data Sheets in the form and disclosing the information prescribed under applicable Laws; and "Work" or "Scope of Work" means the engineering, technical, consulting and/or related Services to be rendered by Consultant in accordance with this Agreement as more particularly set out in Section 2.0 and Appendix I hereto, together with written amendments, supplements, work releases, purchase orders, deletions or modifications thereto made in accordance with this Agreement, as agreed to by ABC from time to time.

(bb)

1.2

[Interpretation] This Agreement will be interpreted in accordance with the provisions of this subsection 1.2. 1.2.1 Where the context permits, words importing the singular only will also include the plural, words importing the masculine gender only will include the feminine and neuter genders, words importing persons will include firms, associations and corporations and, respectively, vice versa. Headings used herein are for convenience of reference only and will not be deemed to be part of this

1.2.2

Agreement or be taken into consideration in interpreting or construing it. 1.2.3 Words and abbreviations used in this Agreement which have a recognized technical or trade meaning have such recognized meaning. In case of conflict between any part of this Agreement, the sections of this Agreement will prevail over any appendices, exhibits, Project releases, work releases, work orders, purchase orders, attachments or other documents incorporated by reference, except where the parties otherwise expressly agree. Subject to the foregoing: (a) figured dimensions shown on a drawing govern, even though they may differ from dimensions scaled on the same drawing; drawings of larger scale govern over those of smaller scale of the same date; and written specifications govern over drawings;

1.2.4

(b) (c)

except where the parties otherwise expressly agree in writing. 2.0 2.1 SERVICES AND SCOPE OF WORK [Professional Standards] Consultant will conscientiously and efficiently undertake, provide, perform and complete Services in strict accordance with this Agreement, in a good, careful and prudent manner, in accordance with recognized current professional standards of engineering, technical, consulting and other applicable practices and disciplines. Consultant will exercise due care and diligence in the completion of Services and in the use, care, maintenance and protection of Services, of any material, documents, Confidential Information or equipment furnished by ABC or its Affiliates to Consultant and of all other property and assets of ABC, its Affiliates and Other Contractors located on, under, about or above the Refinery or the Site. Consultant will only provide Services through Personnel who are properly qualified and who possess (and maintain at all times) all licenses, professional certificates and credentials required by applicable Laws in rendering Services under this Agreement. [Comply With Laws] Consultant will provide and perform the Services in strict compliance with all Laws and will obtain and maintain in good standing all licences, permits, registrations and other approvals required by any Laws in connection with Consultant, Consultant's and any Subcontractor's Personnel or activities, and the full and proper completion of Services. [Recommend Alternative Processes] ABC encourages Consultant to propose any new or different standards, processes, modes of operation or approaches in respect of Services or the Scope of Work as alternatives on an ongoing basis where Consultant believes that such alternatives will reduce costs, improve schedules, efficiencies and/or reliability or otherwise benefit ABC and the objectives set forth in Scope of Work. Such alternatives are to be brought to ABC's attention promptly so that ABC's consideration of same will not impede Consultant's progress and performance of Services under this Agreement. [Attendance on Site] If Consultant or any Subcontractor, in performing Services hereunder, is required on Site, all such Consultant and Subcontractor Personnel are to be authorized by ABC prior to commencement of any Services on Site and may not be substituted without prior written authorization from ABC. ABC may, at any time and for any reason, revoke authorization in respect to Consultant Personnel or Subcontractor Personnel, in which case Consultant agrees to immediately remove the affected Personnel from the Site and terminate their involvement in the provision of the Services. [Consultant To Control Services] Consultant has complete control of Services and will effectively manage, direct, perform, co-ordinate and supervise Services and Work so as to ensure full compliance with this Agreement. Consultant is solely responsible for all means, methods, techniques, sequences, operations and procedures in respect of Services and Work and for co-ordinating the various parts of Services and Work under this Agreement. [Labour Disturbance] Consultant will make all reasonable efforts to avoid any disturbance of the status of labour relations at the Site as of the date of execution of this Agreement which could adversely affect ABC, its Affiliates and/or Other Contractors. If a labour dispute results in a walkout or strike (legal or otherwise) of any Consultant Personnel or other Personnel who are employed under a collective agreement, Consultant will continue such Services as lawfully and reasonably requested by ABC, provided, however, that such continued performance does not endanger or otherwise put Consultant or any of its Personnel at risk or require Consultant to incur material additional non-reimbursable expense. [Corporate Status] If Consultant is not an individual or individuals, Consultant warrants and guarantees to ABC that Consultant is a duly incorporated and organized corporation or otherwise lawfully created and organized entity under the laws of its incorporating and/or governing jurisdiction and that it is in good standing thereunder and is authorized to carry on business and perform Services hereunder in all jurisdictions where required and in which it carries on business, including (if applicable), without limitation, the Province of Ontario, Canada. [Independent Consultant] Neither Consultant nor any Subcontractor is an employer, employee, principal, agent,

2.2

2.3

2.4

2.5

2.6

2.7

2.8

partner or joint venturer of or with ABC or any of ABC's Affiliates for any purpose whatsoever; and Consultant and any Subcontractor are at all times independent contractors, with sole and complete control over and responsibility for all of their respective resources, Personnel, operations, equipment and activities. 3.0 3.1 SUBCONTRACTING [Approval Required] No Services or any portion thereof may be subcontracted by Consultant (other than to Consultants Affiliates) without the prior written approval of ABC. If subcontracting to an Affiliate, Consultant must notify ABC in writing of such subcontract. In any event, Consultant remains fully responsible and liable to ABC for acts and omissions of Consultant's Affiliates and other Subcontractors, and each of their respective Personnel. [No Legal Relations With ABC] Nothing contained in this Agreement or in any subcontract creates any contractual or other legal or equitable relationship between any Subcontractor and ABC. OTHER CONTRACTORS [Other Agreements] Notwithstanding the entering into of this Agreement, ABC may enter into agreements with Other Contractors for the undertaking, provision, performance and/or completion of any work, supply and/or services, and whether or not such would come within the scope of Services contemplated by this Agreement. The entering into of this Agreement does not confer upon Consultant the exclusive right to provide or perform any work, supply and/or services for ABC. [Cooperation] Consultant will allow and extend to ABC and Other Contractors every reasonable co-operation and facility for the execution of work, supply and/or provision of services concurrently with Services. CONSULTANT PERSONNEL AND SAFETY *[WHSCC] Prior to commencing Services, Consultant will obtain and deliver to ABC a certificate or certificates evidencing that Consultant (including all Subcontractors) is in good standing with the Workplace Health Safety and Compensation Commission of Ontario ("WHSCC") and/or with comparable boards of any other provinces or states having jurisdiction in connection with Consultant's undertaking and provision of the Services, and Consultant's (including all Subcontractors) Personnel. Consultant must be a participant in a workers' compensation program, scheme or plan satisfactory to ABC. If Consultant is not a participant in such a program, scheme or plan or if such program, scheme or plan is not, in ABC's absolute discretion, satisfactory, ABC may require Consultant to register as an employer with WHSCC. [Assessments] Consultant will pay all assessments under relevant workers' compensation legislation, schemes or plans as and when the same become due. At any time during the undertaking and provision of Services, when requested to do so by ABC, Consultant will deliver a satisfactory certificate evidencing payment of all assessments and indebtedness of Consultant under all relevant workers' compensation legislation, schemes or plans. [Employment Standards and Source Deductions] Consultant will fully comply with all requirements of the Employment Standards Act (Ontario) and Occupational Health and Safety Act (Ontario), as applicable, and all other Laws having application to the undertaking and provision of Services including, without limitation, all Laws prescribing standards respecting conditions of employment, professional standards and qualifications, Personnel benefits, terms of employment, dismissal and Personnel health and safety. Consultant will also promptly withhold, remit and/or pay (as applicable and as required by all Laws) all income tax, Canada Pension payments and deductions, employment or unemployment insurance premiums and deductions and other employee and Personnel source deductions as and when due and payable. [Safety and Security] Consultant will comply with and observe all applicable Laws in the performance of Services hereunder including, without limitation, those relating to security, occupational health and safety and fire prevention, and will comply with and observe all Refinery Instructions. *[WHMIS] Consultant is deemed to be completely familiar with its responsibilities under WHMIS and under all applicable Material Safety Data Sheets, and Consultant will fully observe and perform such responsibilities and will fully and properly train and maintain the training of all of its Personnel under WHMIS and under all applicable Material Safety Data Sheets. [Indemnity] Consultant indemnifies and saves harmless ABC, its Affiliates, Other Contractors, each of their respective Personnel, and each of their respective heirs, executors, personal and legal representatives, administrators, successors and assigns, from and against all losses, liabilities, costs, charges, claims, actions, damages, demands, suits, expenses and liens (including all legal expenses on a solicitor and his own client basis) which may arise as a consequence of any failure by Consultant or any Subcontractor or any of their respective Personnel to comply fully with the provisions of this Section 5.0, or which may arise as a consequence of or out of any injury, illness or death of any Personnel of Consultant or any Subcontractor engaged for or participating in the undertaking and provision of Services. SERVICES COMPLETION DATES

3.2

4.0 4.1

4.2

5.0 5.1

5.2

5.3

5.4

5.5

5.6

6.0

6.1

[Completion Dates] Services will be provided and completed in accordance with the timetable, and by the date or dates, as set forth in Appendix I (Scope of Work) hereto, or as set out in such other written Project release, work release, work order, purchase order and/or instruction issued by ABC. [Term and Amendment] Except where the parties otherwise agree in writing, the Term of this Agreement commences on the date set out on page one (1) of this Agreement and continues to and including final completion of all Projects in respect of which Services are being rendered hereunder, unless sooner terminated in accordance with this Agreement or extended by mutual written agreement of the parties. ABC and Consultant may mutually agree, by separate written extension or amendment agreement, to revise the Term and/or to supplement, amend or otherwise modify the provisions of this Agreement. TERMS OF PAYMENT [Payment for Services] Subject to this Agreement, ABC will pay Consultant for Services in accordance with Terms of Payment. Subject to Section 8.0, if Services are being provided on a fixed-fee or lump sum basis, payment therefor by ABC is not subject to any increase, escalation or upward adjustment for any reason. Consultant will provide ABC with all necessary documentation to fully support and explain Consultant billings on a cost-effective basis, in accordance with this Agreement. All payments made by ABC hereunder will be subject to applicable Laws, including any holdback requirements thereunder. [Travel and Living Expenses] ABC agrees to reimburse Consultant in respect of all reasonable and cost-effective travel and temporary living expenses incurred by Consultant or its Personnel in the performance of Services hereunder in accordance with Refinery Instruction No. 604, entitled Contractor Expense Policy, attached hereto as Appendix III. *[Overtime] Except where required as a result of the failure by Consultant to complete Services in accordance with this Agreement or where Services are being provided on a fixed-fee or lump sum basis (and thereby the sole responsibility of Consultant and/or not subject to compensation or increased compensation), if ABC requires a deviation from the standard work week or agreed Project schedule in order to advance a Services completion date, the following provisions apply: (a) prior to any change in the standard work week or in Project schedule (other than as may be provided for in Scope of Work), Consultant will obtain written approval from ABC of such change, by means of a Change Order in accordance with this Agreement; and ABC will reimburse Consultant in accordance with such Change Order for the direct costs incurred by Consultant as a result of such change in the standard work week or Project schedule and otherwise reimburse Consultant in accordance with Terms of Payment.

6.2

7.0 7.1

7.2

7.3

(b)

7.4

[Hours of Work] Except as provided in subsection 7.3, Consultant's Personnel will not spend more than 40 hours during any week in provision of Services without in each instance the prior written approval of ABC (which approval may be arbitrarily withheld). In any event, ABC is not required to reimburse Consultant in respect of any time spent by Consultant's Personnel in provision of Services in excess of 40 hours, during any week, that has not been so approved by ABC. [Withholding Tax] In circumstances where Consultant is a non-resident of Canada within the meaning of Canadian income tax laws, payments for Services performed in Canada, rental of goods or equipment and licence/intellectual property/royalty fees and other payments (collectively, Taxable Payments) may be subject to Canadian withholding tax. In such circumstances, Consultant may be entitled to either: (i) apply for a refund in Canada of withholding taxes paid by ABC on behalf of Consultant in respect of Taxable Payments; or (ii) apply, as a credit against Consultants United States or other foreign income tax obligations, withholding tax paid or payable by ABC on behalf of Consultant in respect of Taxable Payments. In any event, and regardless of whether or not Consultant is able or entitled to make such application, ABC will pay any withholding tax amounts in respect of Taxable Payments directly to Canada Customs and Revenue Agency, or its successor, and deduct an equivalent amount from Taxable Payments. ABC will reasonably cooperate with Consultant, upon Consultant=s request and at Consultant=s expense, for purposes of Consultant making any application as described above. [Payment] Subject to the terms of this Agreement, all Services (including approved travel and living expenses) are payable by ABC within 30 days after receipt of invoice. All invoices will clearly identify this Agreement, the Services or expenses being invoiced, show applicable taxes separately and will be sent to : ABC Oil Limited P.O. Box 100 Coast City, Ontario Canada Attention: Accounts Payable

7.5

7.6

7.7

[Changes] Any changes to the Scope of Work which result in additional Services hereunder will be at such rates of such Personnel of Consultant as set out in Section 2.0 and Appendix I, and are otherwise subject to Section 8.0 of this Agreement. CHANGE(S) IN WORK/SERVICES *[Changes] ABC, through ABC's Representative, may make changes to the Scope of Work and Services hereunder pursuant to a Change Order. [ABC Directives] In the event ABC's Representative issues any written or oral directive which is not identified as a Change Order, but which Consultant considers to be a Change Order, Consultant will so notify ABC in writing within fifteen (15) business days after receipt of such directive. If Consultant fails to give such notice, Consultant will proceed in accordance with such directive without any adjustment in compensation. Where Consultant has given such notice, it will promptly (and, in any event, not later than 30 days) after the issuance of such directive, provide ABC with complete details regarding all aspects of Services necessary with respect to such directive, together with a complete explanation as to why Consultant believes such directive constitutes a Change Order. [Estimates] If ABC originally identifies the directive as a Change Order, or if Consultant gives the required notice and ABC agrees that such directive is a Change Order, Consultant will promptly (and, in any event, not later than 30 days) after giving such notice or after receipt of the directive, provide ABC with an estimate (based on the terms of this Agreement) of the cost of such Change Order. Within fifteen (15) business days after the parties agree to such estimate, or any revised estimate, Consultant will proceed with the Change Order. [Compliance With ABC Directive] If notice is given to the effect that Consultant considers such directive a Change Order, as provided above, or if ABC originally identified the directive as Change Order, and in either instance ABC and Consultant fail to agree on whether or not such directive is a Change Order or fail to agree on an appropriate adjustment in compensation and ABC does not elect to pay for said Change Order on a reimbursable cost basis, then ABC may issue a written request for Consultant to proceed in accordance with such directive without such agreement. Consultant will comply with such written request, but such compliance will not prejudice either party's claim that the directive is a Change Order or claim for an appropriate adjustment in compensation, as the case may be. [Subcontract Terms] Consultant will ensure that any contracts with Subcontractors will contain provisions incorporating the substantive terms of this Section 8.0 and all other applicable provisions of this Agreement, suitably modified for the circumstances after consultation with ABC. CONSULTANT RECORDS [Records] Consultant will maintain true and correct records in connection with Services and all Personnel used in providing Services and all transactions related thereto and will retain all such records for at least 24 months after the end of the calendar year in which the Services are performed, or such longer period as may be required by Laws. ABC may, from time to time, and at any time after the date of the Services, and until 24 months after the end of the calendar year in which the Services are performed, make an audit of all records of Consultant in connection with all reimbursable costs and expenses for Services. [ABC Audit] Upon completion of such audit ABC will pay Consultant any compensation due Consultant hereunder as shown by the audit. Any amount by which the total payment by ABC to Consultant exceeds the amount due Consultant, as shown by the audit for which ABC has notified Consultant in writing and which Consultant does not dispute, will be returned to ABC. Items of compensation such as fixed percentages of fixed lump sums will not be subject to audit under this subsection.

8.0 8.1

8.2

8.3

8.4

8.5

9.0 9.1

9.2

10.0 10.1

INDEMNITIES [Consultant Breach] Consultant indemnifies, keeps indemnified and saves harmless ABC, its Affiliates, each of their respective Personnel and their respective heirs, executors, personal representatives, administrators, successors and assigns from and against any and all claims, liabilities, actions, damages, losses, costs and expenses (including legal expenses on a solicitor and his own client basis) which any of them may suffer or incur, to the extent caused by Consultant's or any Subcontractor's (including their respective Personnels) default or breach under this Agreement, or by any intentional, negligent or other tortious act or omission of Consultant or any Subcontractor or their respective Personnel. [ABC Breach] ABC indemnifies, keeps indemnified and saves harmless Consultant its Affiliates, each of their respective Personnel and their respective heirs, executors, personal representatives, administrators, successors and assigns from and against any and all claims, liabilities, actions, damages, losses, costs and expenses (including legal expenses on a solicitor and his own client basis) which any of them may suffer or incur, to the extent caused by ABC's default or breach under this Agreement or by any intentional, negligent or other tortious act or omission of ABC

10.2

or its Personnel. 10.3 [Property Damage or Personal Injury] Consultant indemnifies and saves harmless ABC, its Affiliates, each of their respective Personnel and their respective heirs, executors, personal representatives, administrators, successors and assigns from and against any and all claims, liabilities, actions, damages, losses, costs and expenses (including legal expenses on a solicitor and his own client basis) in respect of: (a) any loss or destruction of or damage to any property of ABC, its Affiliates, any Subcontractor, any Other Contractor, any third party or any of their respective Personnel to the extent such loss or destruction or damage is due to the intentional, negligent or other tortious act or omission of Consultant, any of its Subcontractors or their respective Personnel; and death, disease, illness or bodily or personal injury suffered by Consultant's Personnel, any of its Subcontractors= Personnel, any Other Contractors Personnel or any third party to the extent arising from the intentional, negligent or other tortious act or omission of Consultant, any of its Subcontractors or their respective Personnel.

(b)

10.4

[Environmental Liability] Notwithstanding anything in this Agreement contained, ABC does not waive, nor accept responsibility for, any claims, damages or liabilities of or caused by Consultant that may arise out of environmental Laws. [Unauthorized Use of Work Product] Consultant is not responsible for liability caused by an individual or legal entity not employed by or under control of Consultant, as a result of the unauthorized or improper use or modification of Deliverables or other information, data, designs, plans, drawings, specifications, improvements, inventions (whether or not patentable) and work product developed by Consultant pursuant to and as part of the Scope of Work or Services under this Agreement, without the express written consent of Consultant. CONSULTANT INSURANCE [Types of Insurance] Consultant will provide and maintain in good standing and cause all Subcontractors to maintain such insurance as is set out in this Section 11.0, which insurance will name ABC and its Personnel as named insured, together with such of its Affiliates (and their respective Personnel) as designated by ABC. Such insurance will be in such form and content and will be issued by such insurer or insurers, as may be satisfactory to ABC but which insurance will include, without limitation, the following: (a) Comprehensive General Liability Insurance - including: (i) coverage for bodily injury and property damage liability, including loss of use, having a limit of liability of $1,000,000.00 for each occurrence; products liability and completed operations coverage having a limit of liability of $1,000,000.00 for each occurrence]; limited pollution liability coverage, hostile fire only; coverage for broad form property damage; employer's liability coverage; blanket written contractual liability coverage; cross liability clause in favour of all named insureds and additional insureds, including ABC and its Personnel; and waiver of subrogation in favour of ABC and its Personnel and any Affiliates of ABC and their respective Personnel, as designated by ABC;

10.5

11.0 11.1

(ii)

(iii) (iv) (v) (vi) (vii) (viii)

(b)

Automobile Liability Insurance - including coverage of all motor vehicles owned, rented or leased, and operated or used, or to be operated or used, in the undertaking, provision, performance or completion of Services under this Agreement having an inclusive limit of liability of $1,000,000 each accident for bodily injury, death and property damage, and including non-owned automobile coverage with contractual liability endorsement; Contractor Equipment Insurance - including all risks coverage for all Consultant's (including all Subcontractors') machinery and equipment used in respect of Services, with waiver of subrogation in favour of ABC and its Personnel and any Affiliates of ABC and their respective Personnel, as designated by ABC; Professional Liability (Errors and Omissions) Insurance - including: (i) Professional liability insurance in respect of Consultants consulting, engineering

(c)

(d)

and/or other professional practice insuring against any error, omission or negligent act arising out of the professional services and Deliverables performed as part of, in connection with or incidental to Services under this Agreement, having a limit of liability of $500,000.00 each claim and $1,000,000.00 in the annual aggregate; which insurance will remain in force for the benefit of ABC from commencement of the Work and Services until the expiration of all applicable Warranty Periods; and (ii) ABC may, in its sole discretion and at its expense, require Consultant to provide and maintain specific project professional liability insurance on any or all Work and Services performed hereunder, in such amount as specified by ABC, covering against any error, omission or negligent act by Consultant (including its Subcontractors) arising out of the professional services and Deliverables performed as part of, in connection with or incidental to the Work and Services; which insurance will remain in force for the benefit of ABC from commencement of the Work and Services until the expiration of all applicable Warranty Periods.

11.2

[Evidence of Insurance] Consultant will, prior to commencing Services and at any time thereafter at the request of ABC, provide (and cause Subcontractors to provide) ABC with evidence satisfactory to it that the insurance requirements set forth in this Section 11.0 have been met. ABC reserves the right to examine all applicable policy documents at any time. *[Endorsement] All insurance obtained by Consultant and Subcontractors will be endorsed to include the following clause: 30 days' written notice in advance will be given to: ABC Oil Limited P.O. Box 100 Coast City, Ontario E2L 4H6 Attention: General Manager

11.3

of any cancellation, termination, lapse or reduction in the scope of coverage provided or as evidenced herein. 11.4 [Disclaimer] ABC accepts no responsibility for bodily injury to or illness or death of Personnel of Consultant or Subcontractors or loss or damage to the property of Consultant or Subcontractors or their respective Personnel. Consultant will indemnify, keep indemnified and save harmless ABC, its Affiliates and their respective Personnel and their respective heirs, executors, personal representatives, administrators, successors and assigns in respect of any and all claims of Consultant's Personnel, Subcontractors and such Subcontractors' Personnel for such bodily injury, illness, death or loss of or damage to property. [ABC May Insure] If Consultant fails to furnish ABC with the required evidence of insurance to be obtained hereunder or if after furnishing such evidence of insurance it lapses, is cancelled or is materially altered, then in every such case ABC may, without any obligation to do so, obtain and maintain such insurance in the name of Consultant or relevant Subcontractors and the cost thereof will be payable by Consultant to ABC on demand; and ABC may, at its election, deduct the cost thereof from any moneys which are due or become due to Consultant hereunder or under any other dealings between Consultant and ABC. [Notice of Professional Liability Claim] Consultant will give to ABC immediate written notice of all claims against Consultants Professional Liability Insurance specified and/or obtained by ABC under paragraph 11.1 (d). WARRANTY, PERFORMANCE GUARANTEE AND DEFECTS [Warranty] Regardless of whether Services, or any part thereof, have been reviewed, approved or accepted in any manner, or purported so to be, by ABC, Consultant warrants and guarantees to ABC that it will perform and complete Services and provide and deliver all Deliverables in a good and professional manner, in accordance with generally accepted, current practices of the engineering industry and all other applicable industries, professions and disciplines, and in strict accordance with this Agreement and all applicable Laws. Consultant will exercise due care, attention and diligence in the provision and performance of Services. Without limiting the generality of the foregoing, all Services and Deliverables are warranted by Consultant to be "state-of-the-art", reliable, compatible with existing Refinery facilities and entirely free of defects, and whether in design, quality, intended purpose or use, materials, workmanship or otherwise, throughout the Warranty Period. [Defects] If within the Warranty Period, such Work and/or Services fail to meet the aforesaid standards, and ABC promptly advises Consultant thereof in writing, Consultant agrees to promptly, diligently and continuously repair, replace and/or reperform such deficient Work and/or Services (including all Deliverables), without charge or cost to ABC. [Extension of Warranty Period] In the event of any failure by Consultant to comply with the warranties and

11.5

11.6 12.0 12.1

12.2

12.3

guarantees set forth in this Section 12.0, the Warranty Period with respect to the repaired, replaced or reperformed Services, and any other Services affected thereby, will be extended for a continuous period to a date that is 12 months from the date of such repair, replacement or reperformance. 12.4 [Delay in Repairs] Due to, among other things, the integrated nature of Refinery operating conditions, it may not be practicable to shut down any particular or affected portion or segment of the Refinery to determine whether or not there are or may be defects, or other breaches of the above warranties and guarantees. Accordingly, if ABC gives Consultant timely notice within the applicable Warranty Period of a potential defect and the parties meet and agree after evaluation that the potential defect is one which is attributable to Consultant hereunder or to another breach of the foregoing warranties and guarantees, ABC may operate the affected portion or segment to the next economic window for a shutdown of the Refinery or affected portion or segment. Such continued operation will be at ABCs risk and ABC will indemnify and hold harmless Consultant from any damages to the Refinery and/or property as a result of such continued operation, but not longer than three (3) years from the date of Notice of the potential defect or four (4) years from completion of the Work or Services, whichever is earlier, before it shuts such portion or segment down to fully identify the source of such potential defect. Consultant will then promptly correct such potential defect, provided that such potential defect is identified within the above noted period. [Meet Warranty Period] Consultant will continue to provide all corrective work, services, supply and deliverables contemplated under this Section 12.0 until such time as applicable warranties, guarantees and professional standards have been met for a full Warranty Period. Should Consultant fail to perform any of its obligations under this Section 12.0 and ABC has duly notified Consultant of same or (in ABCs reasonable opinion) emergency or other urgent conditions exist, ABC may perform, or cause to be performed, the necessary work, supply and/or service entirely at Consultant's cost and expense. ENHANCEMENTS [Ownership and License Rights] Consultant and ABC agree that any inventions, discoveries, processes or information, whether or not reduced to practice or patentable state, which are conceived or developed by the parties during or arising out of the performance of this Agreement (collectively, "Enhancements") will be treated and governed as set out below. 13.1.1 Subject to subsection 13.1.3, any Enhancements conceived or developed solely by Consultant during or arising out of the performance of this Agreement will be the property of Consultant, provided that ABC and its Affiliates will have a perpetual, irrevocable, non-exclusive, royalty-free license (without any express or implied warranty) to use such Enhancements in their normal business activities relating to Refinery operations. Subject to subsection 13.1.3, any Enhancements conceived or developed solely or jointly by the parties during or arising out of the performance of this Agreement that are wholly or in part based on or derived from Consultant's Technical Information will be the sole property of Consultant, provided that ABC and its Affiliates will have a perpetual, irrevocable, non-exclusive, royalty-free license (without any express or implied warranty) to make, have made and use such Enhancements in their normal business activities relating to Refinery operations. Any Enhancements conceived or developed solely or jointly by the parties during or arising out of the performance of this Agreement that are wholly or in part based on or derived from ABC's Confidential Information will be the sole property of ABC, provided that Consultant and its Affiliates will have a perpetual, irrevocable, non-exclusive, royalty free license (without any express or implied warranty) to make, have made and use such Enhancements in their normal business activities, but without the right to attribute or disclose the source (including location) thereof. Any Enhancements conceived or developed jointly by Consultant and ABC during or arising out of the performance of this Agreement that are not wholly or in part based on the Technical Information of Consultant or the Confidential Information of ABC will be owned jointly by Consultant and ABC on a 50/50 basis unless (based on demonstrable reasons) the parties agree otherwise. The parties will jointly determine the marketing obligations, royalty level and other matters associated with the maximization of revenue associated with such Enhancements.

12.5

13.0 13.1

13.1.2

13.1.3

13.1.4

14.0 14.1

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION [Non-Disclosure] During the Term, Consultant may have access to Confidential Information. Consultant acknowledges that Confidential Information is, as between the parties hereto, the sole and exclusive property of ABC or its Affiliates, as the case may be, and Consultant will not make, or enable, authorize, permit or acquiesce in any other person making, any copy or abstract of any Confidential Information unless (i) such copying or abstracting is done strictly in accordance with this Agreement and for the sole purpose of providing Services in accordance with this Agreement, or (ii) with the prior written consent of ABC. [Hold in Confidence] Consultant will at all times, and both during the Term and after termination thereof, however caused, hold the Confidential Information in trust for ABC and in strictest confidence, and will not, either during the

14.2

Term or at any time after termination thereof, however caused, disclose or permit or acquiesce in the disclosure to any person, firm, corporation or association whatsoever such Confidential Information. 14.3 [Destruction or Return of Confidential Information] Forthwith upon demand by ABC and, in any event, forthwith upon termination of this Agreement, however caused, Consultant will, at ABC's option, with respect to all Confidential Information in tangible form that was provided to Consultant by any person, firm, corporation or association including ABC and its Affiliates, or that is in Consultant's possession or control or in the possession or control of any Subcontractor or other person, firm, corporation or association in respect of which Consultant exercises or is entitled to exercise control, either:

(a)

destroy such Confidential Information in circumstances and in a manner approved of and supervised by ABC, or return such Confidential Information to ABC;

(b)

provided, always that Consultant will be allowed to maintain securely and confidentially in its legal files, solely for evidentiary purposes, one (1) copy of all Confidential Information provided to it by ABC, which Confidential Information will be maintained and treated strictly in accordance with this Section 14.0. 14.4 [Control Personnel] Consultant will implement, monitor, control and enforce all measures required or advisable to cause its Personnel and all Subcontractors Personnel who perform any function for or on behalf of Consultant hereunder, to fully observe and comply with this Section 14.0. Without limitation, Consultant agrees, if reasonably required by ABC, to cause all Personnel performing Services, as a condition of such performance, to execute a confidentiality agreement in favour of ABC, in form reasonably acceptable to ABC. [Disclosure of Services] Consultant will not at any time during the Term and after the expiration or termination thereof, however caused, disclose to any other person, corporation or association whatsoever the fact of, or any terms in respect of, the Services or this Agreement without the prior written consent of ABC, which consent may be arbitrarily withheld. [Injunctive Relief] Consultant acknowledges and agrees that any unauthorized use or disclosure of Confidential Information may cause irreparable harm and result in significant damages to ABC or its Affiliates, which harm and/or damages may be difficult to ascertain. Accordingly, ABC or its Affiliates, will be entitled to immediately enjoin any breach or reasonably anticipated breach by Consultant of this Section 14.0 and enforce the provisions of this Section 14.0 by means of injunction or otherwise. FORCE MAJEURE [Force Majeure Event] Consultant and ABC will each be relieved of any obligations at Law or under the terms of this Agreement whenever and to the extent that the fulfilment of such obligations by either and/or both parties thereto is prevented or unduly frustrated, hindered, or impeded as a consequence of force majeure, which term will include, without limitation, war, strikes, or other labour disputes, or any Law issued by any government department, local or national government body, council or other duly constituted authority or any other cause beyond the reasonable control of the party who would otherwise be in default. For further certainty, insolvency of a party is not a force majeure event. "War" includes war, invasions, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. [Notice] In the event that delay occurs due to the existence of a force majeure event and performance of this Agreement is thereby prevented or unduly frustrated, hindered, or impeded for a continuous period of 30 days, either party may request a meeting, whereupon the parties will meet and endeavour to reach mutual agreement as to the prompt and diligent completion of the performance of this Agreement with such adjustments as are required by the continued existence of the force majeure event and as are agreed upon by the parties. TERMINATION OF AGREEMENT [Early Termination] ABC, at any time, for its convenience and for any or no reason, may terminate Services by giving ten (10) days notice in writing to Consultant. If Consultant is not in default at the time of such termination, ABC will pay Consultant, in accordance with this Agreement, for Services provided by Consultant to the effective date of the termination notice plus mutually agreed reasonable costs of winding up and securing the Work and Services for the benefit of ABC. [Insolvency] If Consultant is adjudged bankrupt, or if Consultant makes, attempts to make or gives notice of intention to make a proposal, arrangement or any general assignment for the benefit of creditors or seeks or threatens to seek to obtain the benefit of any insolvency, liquidation or arrangement Laws, or if a receiver, receiver-manager, trustee, liquidator or similar person or official is appointed in respect of the whole or any part of its assets, or if, in ABC's reasonable opinion,

14.5

14.6

15.0 15.1

15.2

16.0 16.1

16.2

Consultant is unable to meet its liabilities generally as they come due, ABC may, entirely without prejudice to any other right, remedy or claim it may have under this Agreement or otherwise, immediately terminate this Agreement by giving Consultant or any such receiver, trustee or similar official written notice of termination. 16.3 [Dishonesty] If Consultant, any Subcontractor, any of their respective Personnel that are directly and materially involved in providing Services hereunder or (if applicable) any Principal is convicted (without further appeal) of any act of dishonesty, fraud, theft or other criminal behaviour, ABC may immediately terminate this Agreement by giving Consultant written notice of termination. [Breach By Consultant] If Consultant neglects or fails to perform Services in accordance with this Agreement or fails to observe and perform any provision of this Agreement, ABC may give Consultant written notice that Consultant is in default under this Agreement and instruct Consultant to fully remedy and correct such default within thirty (30) business days after receipt or deemed receipt of such notice. If the services, work or action stated in such notice as requiring correction cannot be completed within the thirty (30) business days specified, Consultant will be deemed to be in compliance with ABC's instructions if Consultant: (a) (b) commences such services, work or action within the specified time; provides ABC, within the specified time, with an acceptable schedule for completion which, when such services, work or action is performed in accordance with such schedule will fully remedy and correct such default; and proceeds to diligently perform the required services, work or action in accordance with such schedule;

16.4

(c)

and Consultant forthwith upon demand reimburses ABC for all costs and expenses incurred by or on behalf of ABC in respect of such default, but not otherwise. 16.5 [Failure to Comply] If Consultant fails to comply with the provisions of subsection 16.4, ABC may, entirely without prejudice to any other rights, remedies or claims it may have under this Agreement or otherwise: (a) correct such default and deduct the cost thereof from any payment then or thereafter due to Consultant; or terminate Consultant's right to further undertake, perform, provide or complete the Services, in whole or in part, or terminate this Agreement;

(b)

and Consultant will forthwith upon demand reimburse ABC for all costs and expenses incurred by or on behalf of ABC in respect of such default. 17.0 17.1 RIGHTS OF ABC UPON TERMINATION [Complete Services] If ABC terminates this Agreement pursuant to Sections 15.0 or 16.0 it will have the right (but no obligation), and hereby granted all necessary rights and licences, to: (a) directly, or through any Other Contractor take possession of the unfinished Services, wherever situate, and utilize such unfinished Services and complete the Services by whatever method it may deem expedient, but without undue delay or expense; require prompt delivery to ABC at the Site of any or all Deliverables and other designs, drawings, documents, work-in-progress, materials and other property of any kind (whether tangible or intangible) intended to form part of Services; withhold any further payments to Consultant until this Agreement is fully completed to ABC's satisfaction; and upon total performance and completion of this Agreement to the complete satisfaction of ABC, set off the full cost of completing this Agreement, together with a reasonable allowance to cover any future defects, replacements or other costs as may be required or

(b)

(c)

(d)

anticipated in connection with Consultant's obligations under this Agreement against any amounts owing by ABC under this Agreement or otherwise under any other dealings between Consultant and ABC, and thereupon charge Consultant the balance, which amount is recoverable from and payable by Consultant forthwith upon demand. 17.2 [Rights In Addition] The provisions of this Agreement respecting termination by ABC are in addition to and do not exclude or limit any right to terminate, or any other rights and remedies, that ABC has at Law or in equity. For further certainty, all of Consultant's obligations with respect to indemnities, defects, Warranty Period and other warranties and guarantees in respect of Services continue in full force and effect after any such termination. GENERAL PROVISIONS [Non-Solicitation] Consultant will not during the continuance of this Agreement and the two (2) year period immediately following termination of Services, however caused, either by itself or by or through any of its Personnel or Affiliates, directly or indirectly, hire, solicit or retain, or attempt to hire, solicit or retain or influence the possible hiring, soliciting or retention by a third party of, any ABC Personnel employed with ABC or its Affiliates (where such latter employee is responsible for areas of work for ABC) at the commencement of, during provision and/or at the termination of Services. [Further Assurances] Consultant agrees to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further documents, assurances or things, and to secure all necessary consents and approvals, as may be reasonably required for the more complete and perfect observance and performance by Consultant of Services and this Agreement. [Set Off] ABC is entitled without notice or demand to set off any amounts owing, due or accruing due by Consultant to ABC however arising, and whether arising under this Agreement or under any other dealings between Consultant and ABC, against and deduct from any and all amounts otherwise payable by ABC to Consultant under this Agreement and thereby reduce any amount payable by ABC by such amounts as are owed, due or accruing due to ABC by Consultant. [Time of Essence] Except where expressly otherwise provided, time is of the essence of this Agreement, and no extension or variation of this Agreement operates as a waiver of this subsection. [Rights in Addition] Duties and obligations imposed upon the parties by this Agreement and rights and remedies available under this Agreement are in addition to and not in substitution for or a limitation upon any duties, obligations, rights or remedies otherwise imposed or available at Law or in equity, except as may be expressly limited by this Agreement. [No Waiver] No act or failure to act or delay in the enforcement of any right by a party hereto constitutes a waiver of any right under this Agreement, and any such act, failure to act or delay does not constitute an approval of or acquiescence in any breach or continuing breach under this Agreement except as expressly agreed to in writing and no waiver of any breach of any provision of this Agreement constitutes a waiver of any preceding or succeeding breach of such provision or of any other provision of this Agreement. [Entire Agreement] This Agreement, together with any separate confidentiality or non-disclosure agreement between the parties hereto, contains and constitutes the full and complete agreement between the parties with respect to the subject matter thereof and any and all proposals, negotiations, commitments, correspondence, warranties, assurances, communications, representations, undertakings or agreements of any kind with reference thereto, and whether oral or written, express or implied, which are not expressly set forth in this Agreement are cancelled, null and void. Consultant acknowledges and agrees that neither ABC nor any of ABC's Personnel has made any representations, promises or warranties to induce the execution of this Agreement except as expressly set forth in this Agreement. [Severability] In the event that any provision of this Agreement, or part thereof, is determined to be invalid, void or otherwise unenforceable, the remaining provisions of this Agreement are to be construed (provided this Agreement remains capable of completion in all material respects as contemplated hereunder) as if such invalid, void or unenforceable provision, or part thereof, was

18.0 18.1

18.2

18.3

18.4

18.5

18.6

18.7

18.8

omitted and this Agreement continues in full force and effect without being impaired or invalidated in any way, and the parties hereto agree to be bound by and perform the same as thus modified. 18.9 [Governing Law] This Agreement is governed by and is to be construed in accordance with the local domestic laws of the Province of Ontario, Canada (including the laws of Canada applicable therein), without reference to its conflict of law rules and excluding (for certainty) the International Sale of Goods Act (Ontario). With respect to any action or proceeding, whether based in contract, in tort or upon any other legal doctrine, the parties agree to and each of them do hereby submit to the non-exclusive jurisdiction of the Court of Queen's Bench of the Province of Ontario, Canada. ABC and Consultant each hereby knowingly, voluntarily and intentionally waive any right it may have to a trial by jury in respect of any action or proceeding arising out of or relating to this Agreement. *[Obligations and Liens] Consultant will promptly collect, remit, pay and discharge all assessments, duties, taxes, charges, fees, source and other deductions, holdbacks and other payments or amounts accrued, levied or imposed on Consultant (including any Subcontractor) pursuant to any Laws by reason of, relating to or arising out of Consultant=s employment or retention of Personnel or the performance, completion and/or noncompletion of Services or the Work (collectively Term Obligations ). Consultant indemnifies and saves ABC harmless from and against all Obligations and all other liens, judgments, damages, costs, claims and expenses (including legal costs on a solicitor and his own client basis) caused directly or indirectly by or the responsibility of Consultant including, without limitation, any such Obligation, lien, judgment or other claim filed or made against the ABC Site or any other premises or property of ABC and/or any of its Affiliates, or their respective Other Contractors, subcontractors, agents, customers, employees and personnel. [Conflict of Interest] No Personnel of Consultant will give or receive any commission, fee, rebate, gift or entertainment of significant cost or value in connection with this Agreement. If ABC has reason to believe that the terms of this subsection may have been breached, it may request, at its expense, an audit of Consultant's applicable records by an independent accounting firm for the sole purpose of determining whether there has been compliance with this subsection 18.11. [Publicity] Consultant will not use ABCs name in any advertising or promotional material without ABC=s prior written consent, which consent may be arbitrarily refused. [Notice] Unless this Agreement otherwise provides, any notice required to be given in writing will be given by personal delivery, by registered mail (postage prepaid), by courier (courier prepaid), or by fax (telecopy) or other similar written, immediate and verifiable means of communication addressed to such other party, delivered to such other party at the address(es) appearing below or delivered to ABC's Representative or Consultant's Representative, as the case may be. Notice delivered personally is deemed communicated as of actual receipt; if delivered by mail or by courier, as of thirty (30) business days following mailing or couriering; and if sent by fax (telecopy) or other similar written, immediate and verifiable means, on the day of transmission if sent prior to 3:00 p.m. (recipient local time) on a business day and, if not, then on the next business day of the recipient. In the event of disruption of postal or courier service in any relevant location, delivery will not be made by mail or courier.

18.10

18.11

18.12

18.13

To: ABC ABC Oil Limited P.O. Box 100 Coast City, Ontario Attention: General Manager To: Consultant and (if applicable) Principal _______________________________________ _______________________________________ _______________________________________ _______________________________________
[Insert full mailing, courier and fax address of

Consultant and any Principal]

18.14

[Principal Covenants] If Consultant is a corporation, and except where ABC otherwise agrees in writing, Principal covenants, warrants and guarantees to ABC that Principal is, and will remain at all times during the continuance of this Agreement, of provision of Services hereunder and of all Warranty Periods, the majority shareholder of all issued and outstanding shares of Consultant and a director of Consultant. Principal unconditionally guarantees the observance and performance by Consultant of, and further covenants and agrees to observe and be bound by (as fully as if named specifically therein), subsections 2.1, 2.2, 2.6 and 2.7, Sections 5.0, 14.0 and subsections 18.2, 18.9, 18.11, 18.12, 18.15 and 18.16 of this Agreement to and in favour of ABC. [Survival of Covenants] All representations, covenants, agreements, warranties, guarantees, obligations, indemnities and provisions of this Agreement which by their nature require or contemplate observance and/or performance by Consultant after the expiration or other termination of this Agreement, howsoever caused or arising, in order to adequately and meaningfully benefit ABC, continue in full force and effect subsequent to, and notwithstanding, such expiration or other termination of this Agreement (whether or not expressly stated so to do) until they are satisfied in full or by their nature or by the terms of this Agreement expire. [Binding Effect] Neither this Agreement nor any rights or benefits arising hereunder will be assigned by either party hereto without the prior written consent of the other party hereto; provided, however that ABC may assign this Agreement, in whole or part, to an Affiliate. Any permitted assignment hereunder does not relieve the assignor from its obligations hereunder. This Agreement inures to the benefit of and is binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns, as the case may be.

18.15

18.16

IN WITNESS WHEREOF the parties hereto have caused these presents to be executed the year and day first above written.

ABC OIL LIMITED

__________________________________________________
[Insert Name of Consultant]

By: .................................................................................

By: ....................................................................... ...

Name:

Name: ____________________________ _______________ ___________________________________________ Date: ______________________

Title: Date:

General Manager ____________________

Title:

...(ls) Name of Principal: ___________________________________ Date: ________________________

Attachments:

Appendix I Appendix II

- Scope of Work - Terms of Payment