SERVICES AGREEMENT
THIS
SERVICES AGREEMENT (this “Agreement”), entered into this 28th day of May, 2010,
sets forth the arrangement between BRAZOS INTERNATIONAL EXPLORATION, INC. a
Nevada corporation, with its principal place of business at 0000 X X 00xx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as “Company”), and XXXXXX
HOLDINGS, INC., with its principal place of business at 0000 Xxxxxxxx Xxxxxx,
Xxxxxx, XX 00000 (hereinafter referred to as “Consultant”), with respect to
compensation to which Consultant may become entitled under the terms and
conditions set forth in this Agreement.
W I T N E S S E T
H:
WHEREAS, the Company is a
mineral property
exploration business;
WHEREAS, the Company is
interested in acquiring oil and gas companies (the “Acquisition” and in the
plural, the “Acquisitions”);
WHEREAS, the Company has asked
the Consultant to assist with the Acquisitions, including locating the
appropriate candidates including Xxxxxx Energy LLC (the “Services”);
and
WHEREAS, the Consultant has
informed the Company that it can assist in providing the Services.
NOW, THEREFORE, in
consideration of the mutual promises set forth in this Agreement, the parties
agree as follows:
1. Purpose;
Services. In consultation with the management of the Company,
the Consultant shall provide the Services. In performing the
Services, Consultant shall report to such person as may, from time to time, be
designated by the Company’s chief executive officer. Consultant shall
not have any authority to execute contracts or make any commitments on behalf of
the Company. Consultant accepts the engagement provided in this
Agreement and agrees to perform the Services in a professional manner,
diligently, in good faith, in a manner consistent with the best interests of the
Company. Consultant shall not be required to devote his full time and
attention to the Services. The Company recognizes that Consultant has other
business activities to which he devotes a significant amount of his
time.
2. Compensation. In
consideration for providing the Services hereunder, the Company shall issue to
the Consultant 24,000,000 shares of common stock, $0.001 par value per
share. The Consultant hereby represents and warrants that it is an
accredited investor as such term is defined under Rule 501 of Regulation
D.
3. Independent Contractor
Relationship. This Agreement is intended to create an
independent contractor relationship between Consultant and Company.
(a) No Taxes Withheld from
Compensation. Company will not
withhold any taxes from any compensation paid to Consultant according to this
Agreement. It is acknowledged and agreed by the parties that Company has not, is
not, and shall not be obligated to make, and that it is the sole responsibility
of Consultant to make, in connection with compensation paid to Consultant
according to this Agreement, all periodic filings and payments required to be
made in connection with any withholding taxes, FICA taxes, Federal unemployment
taxes, and any other federal, state or local taxes, payments or filings required
to be paid, made or maintained.
(b) Consultant Controls Time and
Effort. It
is agreed that Company is interested only in the ultimate results of
Consultant’s activities pursuant to this Agreement, and that Consultant shall
have exclusive control over the time and effort invested by Consultant pursuant
to this Agreement, and the manner and means of Consultant’s performance under
this Agreement.
(c) Independence from
Company. The parties further agree that Consultant shall have
no control or supervision over Company’s employees, officers, directors,
representatives or affiliates. Consultant will not represent that it
is an employee of Company. Consultant shall at all times represent himself and
be construed as independent of Company. Consultant shall not, under
any circumstances, be deemed to be a servant or employee of Company for any
purpose, including for Federal tax purposes. Consultant’s
relationship to Company is that of an independent contractor, and nothing in
this Agreement shall constitute this Agreement as a joint venture or partnership
between Consultant and Company. Consultant shall have no authority to
bind Company or any of its employees, officers, directors, representatives or
affiliates by any promise or representation, oral or otherwise, unless
specifically authorized in a writing bearing an authorized signature of a
Company officer, director or representative. All discussions and negotiations
with any source for funding and/or financing shall be conducted by
Company.
4. Confidential Information. Each party acknowledges
that, pursuant to this Agreement, it may be given access to or may become
acquainted with certain information, trade secrets or both, of the other party,
including but not limited to, confidential information and trade secrets
regarding computer programs, designs, skills, patents, pending patents,
copyrights, procedures, methods, documentation, plans, drawings, schematics,
facilities, customers, policies, marketing, pricing, customer lists and other
information and know-how all relating to or useful to the disclosing party
(collectively, the “Confidential Information") and the exclusive property of the
disclosing party.
5. Nondisclosure of Confidential
Information; Noncircumvention. During the term of this
Agreement and for a period of one year thereafter, each party shall only
disclose the Confidential Information in connection with its performance
pursuant to this Agreement, subject to the terms and conditions of this
Agreement, and otherwise, the non-disclosing party shall not in any manner,
either directly or indirectly, divulge, disclose or communicate to any person or
entity, any of the Confidential Information. The Parties expressly
agree that the Confidential Information affects the successful and effective
conduct of the other party’s business and its good will, and that any breach of
the terms of this Section by the non-disclosing party is a breach of this
Agreement. For a period of two (2) years after the termination of
this Agreement, Company shall not, directly or indirectly, without the prior
written approval of Consultant, which approval may be granted or withheld in
Consultant’s sole discretion, communicate with or enter into any type of formal
or informal arrangement, understanding, agreement or transaction with any
contact introduced to Company by Consultant (the “Contact”) or any affiliate of
any Contact, for or on Company’s own behalf or on behalf of any corporation,
individual, partnership, other entity or other person. Company will
not circumvent or render unnecessary Consultant in dealing with any Contact or
any of its affiliates. As used in this Agreement, the term
“affiliate,” with respect to any person shall mean another person that controls,
is controlled by or is under common control with such person. Control
may be evidenced by stock ownership, voting rights, position as an officer or
director or any contractual arrangement.
6. Exceptions to
Nondisclosure. Notwithstanding anything to the contrary
contained in this Agreement, the non-disclosing party shall not be prohibited
from disclosing to third parties, or using without the prior written consent of
the disclosing party, information that (a) was, on the date of this Agreement,
generally known to the public, (b) is as of the date of this Agreement known to
the non-disclosing party, as evidenced by written records in the possession of
non-disclosing party, (c) is subsequently disclosed to non-disclosing party by a
third party who is in lawful possession of such information and is not under an
obligation of confidence, (d) is disclosed by the disclosing party to third
parties generally without restriction on use and disclosure, or (e) is required
to be disclosed by law or a final order of a court or other governmental agency
or authority of competent jurisdiction, provided, however, reasonable notice
prior to any disclosure as required by applicable law or court process shall be
given to the disclosing party which would allow Consultant sufficient time to
attempt to obtain injunctive relief in respect to such disclosure.
7. Term, Termination of this Agreement
and Return of Property. The Term of this
Agreement shall be for a period of one (1) year (the “Term”); provided, however,
if the Company has engaged a party introduced to the Company by Consultant for
any reason under this Agreement, then the Term of the Agreement shall be
extended until such relationship has ceased. Further, the Term shall
be renewed automatically for one (1) year terms unless either party provides
notice that it is terminated within the final thirty (30) days of the
Term. Neither party may terminate this Agreement but for
Cause. Cause is defined as any intentional act of fraud, embezzlement
or theft. In the event that the Services have been attained during
the Term or during the 24 month period following the Term, with a party
introduced to the Company by the Consultant, then the Company shall pay the
Consultant all compensation due under this agreement within five (5) business
days of closing of the Services.
8. Indemnity. The
Company shall indemnify Consultant for any and all losses to the maximum extent
permitted applicable law.
9. Notice. Any notice
required under this Agreement shall be deemed duly delivered (and shall be
deemed to have been duly received if so given), if personally delivered, sent by
a reputable courier service, or mailed by registered or certified mail, postage
prepaid, return receipt requested, addressed to the parties at the addresses set
forth above or to such other address as any party may have furnished to the
other in writing in accordance with this Section.
10. Law and Jurisdiction. The laws of the State of
New York apply to this Agreement, without deference to the principles of
conflicts of law. Both jurisdiction and venue for any litigation
pursuant to this Agreement shall be proper in the courts of New
York.
11. Severability. If the law does not
allow a provision of this Agreement to be enforced, such unenforceable provision
shall be amended to become enforceable and reflect the intent of the parties,
and the rest of the provisions of this Agreement shall remain in
effect.
12. Waiver. The failure of any
party, in any instance, to insist upon strict enforcement of the provisions of
this Agreement shall not be construed to be a waiver or relinquishment of
enforcement in the future, and the terms of this Agreement shall continue to
remain in full force and effect.
13. Assignability. This Agreement shall not
be assignable by either party.
14. Amendment. This Agreement may only
be amended or modified in a writing signed by both of the parties and referring
to this Agreement.
15. Entire Agreement. This Agreement
constitutes the entire agreement and final understanding of the parties with
respect to the subject matter of this Agreement and supersedes and terminates
all prior and/or contemporaneous understandings and/or discussions between the
parties, whether written or verbal, express or implied, relating in any way to
the subject matter of this Agreement.
16. Execution in
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one in the same instrument. Confirmation of
execution by electronic transmission of a facsimile signature shall be binding
on the confirming party.
SIGNING
THIS AGREEMENT INDICATES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
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By:
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/s/ Xxxxxx X. Xxxxx
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Name:
Xxxxxx X. Xxxxx
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Title:
President
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XXXXXX
HOLDINGS,
INC.
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By:
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Xxxxx X. Refno
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Name:
Xxxxx X. Refno
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Title:
President
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