CONSULTANT AGREEMENT
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Exhibit
10.20
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Consultant
Agreement with
Xxxxxxx Xxxxx
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THIS
AGREEMENT is made and entered into between XXXXXXX X. XXXXX
(“Consultant”) and MOGUL ENERGY INTERNATIONAL, INC.
(“Company”) (Consultant and Company are referred to
interchangeably and collectively herein as “Party” and the
“Parties”), and is effective as of October 16th,
2007 (“Effective
Date”).
RECITALS
WHEREAS
the Company desires to identify strategic partners for future oil exploration
and development, and to develop new business strategies to grow the Company,
and
further its business purposes;
WHEREAS
the Consultant has invested significant time and energy in establishing
relationships with third parties who may be strategic partners for the Company,
and the Consultant has substantial business expertise in the resource
industry;
WHEREAS
the Company may provide the Consultant with confidential, valuable, material
non-public, and proprietary information for the purpose of identifying strategic
partners and otherwise developing the Company’s business strategy, or for other
purposes as the Parties may from time to mutually agree upon;
WHEREAS
the Parties desire to enter into this Agreement as a condition to the release
of
such confidential, valuable, material non-public, and proprietary
information;
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged by the Parties, and in consideration of the mutual
promises contained herein, the Parties agree as follows:
TERMS
1.
Term. The term of this Agreement shall commence on the
Effective Date and shall terminate three (3) months thereafter, unless the
Parties otherwise agree in writing. The Company shall have an option to extend
the term of the Agreement by an additional three (3) months. The Company may
terminate this Agreement upon notice with or without cause; provided, however,
that unless Consultant is in default hereunder, the Company will pay Consultant
on a pro-rata basis any amounts accrued and owing at the time of
termination.
2.
Non-Circumvention. The Parties hereto, including their
affiliates, subsidiaries, officers, directors, employees, agents or
representatives, shall not, directly or indirectly, interfere with, circumvent,
avoid, bypass or obviate, or cause any other person to interfere with,
circumvent, avoid, bypass or obviate, the business relationship between the
Parties, or the interest or relationship of either Party with its contacts,
in
any manner (i) to change or avoid direct or indirect payment of established
or
to-be-established fees or commissions, business agreements or combinations,
or
other related compensation agreed to by the Parties, or (ii) to influence or
intervene in the continuance of any pre-established or any pre-contracted
relationship between either Party and third-parties; and shall not initiate
any
transaction with any corporation, individual, partnership, or other entity
revealed or introduced to it by the other Party in order to bypass or attempt
to
bypass the other Party in connection with any ongoing or future transaction
or
agreement.
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Consultant
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3.
Non-disclosure. The Consultant shall treat as strictly
confidential and shall not disclose certain confidential information (the
“Confidential Information”) that may be provided to the
Consultant for the purposes of developing the Company’s business strategy, or
for other purposes as the parties may from time to mutually agree upon.
Confidential Information shall include the identities of Investors and/or their
agents or representatives, financial information, and proprietary or trademarked
information. All obligations hereunder with respect to Confidential Information
shall continue through the duration of this Agreement. Confidential Information
shall not include any information which the Consultant can show (a) is now
or
later becomes available in the public domain without breach of this Agreement
by
the Consultant, (b) was in the possession of the Consultant prior to disclosure
to the Consultant, (c) was received from a third party without breach of any
nondisclosure obligations to the Company or otherwise in violation of the
Company’s rights, or (d) was developed by the Consultant independently of any
Confidential Information received from the Company. Notwithstanding the
foregoing, the Consultant may disclose Confidential Information under applicable
law or pursuant to an order of a court or governmental agency, as required
by
that order, or pursuant to a decree, regulation or rule, provided that the
Consultant shall first notify the Company of such disclosure and afford the
Company opportunity to seek a protective order relating to such disclosure.
The
Consultant may disclose Confidential Information with the permission of the
Company.
4.
Material Non-Public Information. The Consultant acknowledges
that the Company is quoted on the OTCBB and is subject to certain reporting
and
disclosure obligations under Section 15(d) of the Securities Exchange Act of
1934, and other U.S. securities laws. Where the Consultant is aware of the
occurrence or existence of any pending corporate development with respect to
the
Company, or other non-public information that the Company believes may be
material, any and all such information shall remain confidential to the
Consultant until such information otherwise becomes public, unless disclosure
is
required by law. Notwithstanding the Consultant's agreement to keep such
information confidential, the Consultant makes no acknowledgement that any
such
information is material, non-public information. The Consultant agrees to comply
with U.S. securities laws with respect to its use of any such
information.
5.
Scope of Services. The Consultant will assist the Company in
locating strategic business partners and developing the Company’s business
strategy. Consultant warrants that he is a natural person providing bona fide
services to the Company that are not in connection with the offer or sale of
the
Company’s securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company’s securities; and
Consultant agrees that such activities are prohibited under this
Agreement.
6.
Consideration. Company agrees to compensate Consultant in the
amount of Ten Thousand Dollars (US$10,000.00) per month during the term of
this
Agreement. In satisfaction of this amount, the Company agrees to issue to
Consultant the equivalent of Ten Thousand Dollars ($10,000.00) in common stock
of the Company, to be registered on Form S-8, if applicable, or other
appropriate registration statement. The value of the stock will be determined
by
the average of the closing “bid” and “ask” price over the ten-day period prior
to the issuance. Consultant shall be reimbursed by the Company for reasonable
expenses incurred in performance of the services under this Agreement.
Consultant hereby agrees that the responsibility for payment of taxes from
the
funds thus received under this Agreement shall be said Consultant’s
obligation.
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Consultant
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7.
Independent Contractor. The Consultant shall provide services
pursuant hereto, as an independent contractor. The parties understand that
the
Consultant performs tasks, the details of which the Company does not have legal
right to control and no such control is assumed by this Agreement. This
Agreement does not create an employment relationship, partnership, or joint
venture between the Consultant (or its employees) and the Company. Neither
the
Consultant nor its employees shall be deemed employees of the Company for any
purpose whatsoever, and neither shall be eligible to participate in any benefit
program provided by the Company. The Consultant shall not assign any interest
in
this Agreement and shall not transfer any interest in same without prior written
consent of the Company.
8.
Discrimination Clause. The Consultant agrees to abide by the
requirements of the following as applicable: Title VI and VII of the Civil
Rights Act of 1964, as amended by the Equal Opportunity Act of 1972; Federal
Executive Order 11246; Federal Rehabilitation Act of 1973, as amended; Vietnam
Era Veteran’s Readjustment Assistance Act of 1974; Title IX of the Education
Amendments of 1972; Age Act of 1975; and the requirements of the Americans
with
Disabilities Act of 1990. The Consultant agrees not to discriminate in its
employment practices, and will render services under this Agreement without
regard to race, color, religion, sex, national origin, veteran status, political
affiliation, or disabilities.
9.
Insurance and Release. The Company provides no medical or
workers' compensation insurance coverage for the Consultant under this
Agreement. The sole responsibility for providing appropriate insurance coverage
lies solely with the Consultant. Further, the Consultant agrees to release
and
hold harmless the Company, its officers, agents and/or employees from and
against any and all liability and costs (including attorney's fees) incurred
in
connection with any claims or demands for damages of any nature whatsoever,
including but not limited to bodily injury, death, personal injury or property
damage arising from or caused by the acts or failure to act of the Consultant
or
its employees.
10.
No Third Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended or shall be construed to confer upon any person,
firm or corporation other than the parties hereto and their respective
successors or assigns, any remedy or claim under or by reason of this Agreement
or any term, covenant or condition hereof, as third party beneficiaries or
otherwise, and all of the terms, covenants and conditions hereof shall be for
the sole and exclusive benefit of the parties hereto and their successors and
permitted assigns.
11.
Cumulative Obligations. Each Party’s obligations hereunder are
in addition to, and not exclusive of, any and all of its other obligations
and
duties to the other party, whether express, implied, in fact or in
law.
12.
Entire Agreement. This Agreement constitutes the entire
agreement between the Parties relating to the matters discussed herein and
shall
not be amended or modified except by written instrument duly executed by each
of
the Parties hereto. Any and all previous agreements and understandings between
the Parties regarding the subject matter hereof, whether written or oral, are
superseded by this Agreement.
13.
Dispute Resolution. The Parties hereto agree that this
Agreement shall be governed by the laws of the State of Washington, without
giving effect to the principle of conflict of laws. All actions or proceedings
arising in connection with this Agreement shall be brought and litigated
exclusively in the courts located in King County, Washington. The aforementioned
choice of venue is intended by the Parties to be mandatory and not permissive
in
nature, precluding litigation between the Parties with respect to any issue
arising out of this Agreement in any jurisdiction other than that specified
in
this paragraph. Each Party hereby waives any right it may have to assert the
doctrine of forum non conveniens or similar doctrine or to object to
venue with respect to any proceeding brought in accordance with this paragraph,
and stipulates that the courts located in King County, Washington shall have
personal jurisdiction over each of them for the purpose of litigating any
dispute, controversy, or proceeding arising out of or related to this Agreement.
Each Party hereby authorizes and accepts service of process sufficient for
personal jurisdiction in any action against it as contemplated by this paragraph
by registered or certified mail, return receipt requested, postage prepaid,
to
the address specified on the last page of this Agreement or such other address
as either party may have given to the other in writing. Any final judgment
rendered against a Party in any action or proceeding shall be conclusive as
to
the subject of such final judgment and may be enforced in other jurisdictions
in
any manner provided by law. The prevailing Party in a dispute brought in
connection with this Agreement shall be entitled to reasonable attorneys’ fees
and costs.
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Consultant
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14.
Miscellaneous. In the event that one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, then to the maximum extent permitted
by
law, the remaining provisions of this Agreement shall remain in full force
and
effect. Any waiver, express or implied, by any Party of any of its rights
arising under this Agreement must be in writing and shall not constitute or
be
deemed a waiver of any other right hereunder, whether of a similar or dissimilar
nature. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns. This Agreement
may
be executed in one or more counterparts, all of which shall constitute one
and
the same instrument. A faxed or photocopied signature shall have the force
and
effect of an original, and each executed copy shall be a counterpart original
of
equal force and effect and enforceable against the party executing the
counterpart. The headings in this Agreement are inserted for convenience only,
are not part of this Agreement, and shall not in any manner affect the meaning
of this Agreement or any paragraph, term, and/or provision of this Agreement,
and shall not be interpreted to be a part of this Agreement for any
purpose.
THE
UNDERSIGNED HAVE READ THIS AGREEMENT AND HAVE TAKEN THE TIME NECESSARY TO REVIEW
COMPLETELY AND FULLY UNDERSTAND THIS AGREEMENT. THE UNDERSIGNED FULLY UNDERSTAND
THIS AGREEMENT, ACCEPT, AND VOLUNTARILY AGREE TO EACH AND EVERY PARAGRAPH,
TERM,
AND/OR PROVISION CONTAINED IN IT, AND FULLY ACCEPT AND AGREE TO IT AS BINDING
UPON THE UNDERSIGNED FOR ANY AND ALL PURPOSES WHATSOEVER.
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Exhibit
10.20
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Consultant
Agreement with
Xxxxxxx Xxxxx
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IN
WITNESS WHEREOF, the Parties’ authorized representatives have executed this
Agreement to be effective as of the date first written above.
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XXXXXXX X. XXXXX
(Consultant)
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By:
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/s/
Xxxxxxx X. Xxxxx
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Date:
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October
16, 2007
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Name:
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Xxxxxxx X. Xxxxx
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Address:
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Vancouver,
B.C.
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Title:
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MOGUL
ENERGY INTERNATIONAL, INC. (Company)
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By:
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/s/
Naeem Tyab
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Date:
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October
16, 2007
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Name:
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Naeem Tyab
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Address:
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000
Xxxx Xxxxxx, Xxxxx 0000,
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Xxxxx:
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President
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Xxxxxxx,
XX 00000
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