1. scope of work 1. 1. the consultant shall supply the services specified in exhibit a and any other related services subsequently requested in writing by the company in austin / houston texas, calgary alberta and edmonton alberta and at such other locations as the company and consultant mutually agree. 2. conduct of work 2. 1. the consultant shall provide personnel suitably qualified and experienced to perform the services in a diligent skilful and workmanlike manner and in accordance with recognized industry practice. 2. 2. the consultant shall represent the company as instructed by the company using recognized industry practice, and liaise and co - ordinate discussions and negotiations to the best interest of the company. the consultant shall report and refer all decision making to the company and where appropriate make recommendation to assist the company in the making of such decisions. 2. 3. the consultant shall fully co - operate with other contractors or sub - contractors utilized by the company. 2. 4. the company shall have the right of access to and inspection of all services hereunder at all reasonable hours and wherever performed. 3. independent contractor 3. 1. the consultant shall supply the services as an independent contractor and not as agent or employee of the company. 4. reporting 4. 1. the consultant shall report to the company representative who shall be the company president unless another person is nominated in writing by the company. 5. compensation 5. 1. the company will pay the consultant for the services as detailed in exhibit a in accordance with the schedule under exhibit b. unless otherwise stated in exhibit b, all amounts will be payable ten ( 10 ) days after invoiced. 6. contract duration 6. 1. this agreement shall commence as specified in exhibit a and may be terminated for any reason by the company or the consultant giving notice to the other party under exhibit a 7. assignment 7. 1. neither party may transfer, sub - contract or assign this agreement without the prior written consent of the other party. such consent shall not unreasonably be withheld. 8. liability 8. 1. the consultant shall protect, defend, indemnify and save the company harmless from and against all claims, demands and causes of action of every kind and character whatsoever, arising out of or in connection with the death, bodily injury, or loss or damage to the property of the consultant's agents or invitees. 8. 2. the company shall protect, defend and indemnify