Letterhead of Clear Financial Solutions, Inc.]
| Exhibit 10.12 | CFO Agreement. |
| [Letterhead of Clear Financial Solutions, Inc.] |
| October 24, 2005 |
|
Dear
Kent:
It
was a pleasure to sit down with you and Xxxxx this morning and
visit about our journeys over the past few years. I appreciate the
opportunity to work with you and look forward to a long and rewarding
relationship.
The
following is a list of services available from Clear
Financial Solutions, Inc. (Firm). We hope to exceed your
expectations of service from our firm by clearly identifying the
services
to be provided, their frequency, and the objectives and limitations
of
such services. We have prepared this proposal for services based
our
meeting with the management of Hyperdynamics Corp.
(Client).
We
provide the following services for our
clients:
|
| • | Contract CFO Services | |
| • | Strategic Planning | |
| • | SEC Reporting Services | |
| • | Business Process Re-engineering | |
| • | Performance Measurement and Improvement | |
| • | Procedures and Controls | |
| • | Financial Analysis | |
| • | Outsourced Accounting Services |
|
You
have requested that we perform Contract CFO Services for your
company. These services will be performed by Xxxxxx X. Xxxxx, CPA
(Consultant). Xx. Xxxxx may also utilize other staff members of the
Firm.
In the course of performing these services we will do the
following:
|
128
| • | Serve as part time Chief Financial Officer; | |
| • | Provide advice on the application of Generally Accepted Accounting Principles; | |
| • | Assist with the preparation and filing of SEC reports; | |
| • | Assist in preparation of monthly financial statements; | |
| • | Oversee accounting function; and | |
| • | Other projects as requested by management. |
|
None
of the services provided can be relied upon to detect errors,
irregularities, or illegal acts that may exist. However, we will
inform
the appropriate level of management of any material errors that come
to
our attention or any irregularities or illegal acts that come to
our
attention, unless they are clearly inconsequential.
We
anticipate that the services requested will require between 20
and 30 hours per month. Our standard rate for these services is $175
per
hour. However, we will discount this rate to $165 per hour if you
agree to
a monthly retainer. Accordingly, we estimate that our monthly fee
for
these services will be between $3,300 and $4,950 per month. If more
hours
are required in a particular month we will xxxx you for the additional
hours at $165 per hour. Each quarter we will compare the level of
effort
expended to the xxxxxxxx in order to determine if the estimated hours
were
worked. If we have not expended the level of effort noted above we
will
adjust our fee to ensure that you do not pay for unearned time.
Where
ever possible we will utilize less expensive staff to perform
tasks. Our normal staff billing rates is as follows:
Partner $165
Manager $150 - $125 Staff $75 Bookkeeper $50 Payment
will be due on the 1st of each month. Interest of 1.5% per
month will be charged on all outstanding balances. The payment due
upon
execution of this contract is $4,950.00, which consists of a retainer
comprised of one month’s fee in advance. If Client becomes 30 days or more
in arrears on payments to the Firm, the Firm has the right to stop
performing services under this contract.
From time to time our clients request our assistance for a specific project. We are more than happy to assist in these instances and will provide you with a proposal for a specific project upon your request. The
Firm has not been engaged to provide, nor will it provide, any
attestation services, such as auditing, review or compilation services
under this contract.
Client
will reimburse Firm for reasonable expenses such as mileage,
photocopies, long distance, postage and supplies.
This
contract will become effective upon the filing of the S-1 that
is currently being drafted and is for a period of one year. This
is
estimated to be October 28, 2005. Unless canceled by either party
with
written notice sixty (60) days prior to the end of the contract,
the
contract will automatically renew for another twelve (12) month period
with a 5% fee increase. The contract will roll over automatically
until
canceled in writing by either party within sixty (60) days notice
prior to
the end of the contract. The retainer will be applied to the last
months
billing. Should the contract be renewed, the applicable retainer
shall be
rolled forward and will apply to the last billing of the renewed
contract.
If the firm is unable to perform due to circumstances beyond its
control,
then the Firm is released from this contract and the Firm has no
liability
under this agreement. The Client may cancel this contract with 60
days
written notice.
|
129
|
Based
upon the terms and conditions contained in this agreement,
you are engaging Consultant to perform business and management consulting
services at such places and times as may be reasonably agreed to
by
Consultant. It is expressly understood and agreed that no provisions
of
this agreement, nor any act of the parties, shall be interpreted
to create
any relationship between Consultant and the Company other than that
of
independent contractor. Each party agrees to keep confidential the
proprietary information of the other party that may be learned during
the
course of providing or receiving services under this Agreement. Consultant
agrees he will not disclose any proprietary or confidential information
acquired from the Company under this agreement, including trade secrets,
business plans and confidential or other information which may be
proprietary to the Company. The parties agree that either the Company
or
Consultant, through written notice, may terminate Consultant’s engagement
under this Agreement at any time for any reason or for no reason.
In the
case of a dispute, such representative as the Company may designate
will
discuss the controversial items with Consultant and attempt to resolve
the
dispute. The parties will attempt to resolve any controversy or claim
arising out of this Agreement by mediation prior to commencing any
legal
action. The maximum recovery for any damages attributable to work
performed, regardless of the cause of action, will be limited to
the
return of unearned fees paid to Consultant. All agreements between
the
parties are contained in this document. There are no oral agreements
between the parties.
This
agreement is governed exclusively by Texas substantive law
without reference to Texas choice of law rules. The parties agree
that all
disputes arising out of or related to this agreement must be litigated
in
the state district courts of Xxxxxx County, Texas, which the parties
agree
shall be the exclusive forum for any and all litigation between them.
The
Client expressly agrees that it is subject to personal jurisdiction
in
Texas for any and all disputes between the parties. The Client further
agrees that subject matter jurisdiction for any and all disputes
between
the parties lies exclusively in the Texas state courts.
Please
indicate your acceptance of the above understanding by
signing below. A copy is enclosed for your records. If your needs
change
during the year, the nature of our services can be adjusted appropriately.
Likewise, if you have special projects with which we can assist,
please
let us know. We look forward to a long-term and mutually-beneficial
relationship with Hyperdynamics.
Sincerely,
Clear Financial Solutions, Inc. by Xxxxxx
Xxxxx, CPA
SMP
Reviewed
and accepted:
_____________________________
Date
________________
Xxxx
Xxxxx
President/Chief Executive Officer |
130
