INDEPENDENT CONSULTING AGREEMENT
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This Agreement is made by and between Trinity Energy Resources, Inc.,
hereinafter referred to as "Trinity" and Xxxxxxx X Xxxxxxx, hereinafter referred
to as "Xxxxxxx" on this 24th day of August, 1999 in Houston, Xxxxxx County,
Texas.
For and in consideration of the mutual promises and obligations contained
herein, the parties agree as follows:
1. Trinity hereby engages Xxxxxxx X. Xxxxxxx to provide consulting
services to Trinity on such projects and assignments as specifically assigned to
him by the Chief Executive Officer of
Trinity, but which may generally be described as regarding energy related and
corporate matters.
2. The term of this Agreement is one year, beginning August 25, 1999.
3. For services rendered in connection with this Agreement, Trinity
will pay Xxxxxxx the sum of $10,000.00 per month beginning August 25, 1999. The
amount to be paid will be prorated
for any partial month of employment. Payment will be made on the last business
day of the month.
4. Xxxxxxx shall be responsible for the payment of federal income tax,
social security and Medicare taxes related to the compensation received under
this Agreement. Xxxxxxx shall not be eligible for any Trinity benefits,
including but not limited to, insurance, bonuses, pensions, vacation pay, sick
pay and stock options.
5. Trinity shall also pay to Xxxxxxx any pre-approved business expenses
that are reasonable and necessary incident to this Agreement, to specifically
include out of town travel and entertainment expenses. Local entertainment and
meal expenses will not be reimbursed nor advanced.
6. Xxxxxxx shall be available on an "as needed" basis, not to exceed
1000 hours during the term of this Agreement, to provide services to Trinity in
accordance with this Agreement. Xxxxxxx will obtain and maintain a full
coverage insurance policy on any automobile utilized by Xxxxxxx during the term
of this Agreement and agrees to furnish a copy of the insurance policy or
certificate to Trinity upon demand at any time.
7. Xxxxxxx will submit detailed written weekly reports to the Chief
Executive Officer of Trinity on the progress and status of his assignments and
shall provide proof of performance of any obligations under this Agreement upon
request and at such intervals as shall be deemed necessary by the Chief
Executive Officer of Trinity.
8. Nothing in this Agreement shall prevent Xxxxxxx from obtaining other
employment or consulting opportunities. However, during the term of this
Agreement, Xxxxxxx shall not accept any employment or consulting opportunities
of any nature or kind, in Xxxxxx County, Texas or any adjacent county or in any
locale where Trinity has an office, that would directly conflict or compete with
the business of Trinity, and, specifically, Xxxxxxx may not accept employment
with Exxon, Shell or EIf Aquitaine, said companies being direct competitors with
Trinity in the Republic of Xxxx. Xxxxxxx shall clear any such potential
conflict with the Chief Executive Officer.
9. Xxxxxxx agrees to retain in confidence all information and data
provided to him by
Trinity. Xxxxxxx agrees not to disclose such confidential information to third
parties without the express written consent of the Chief Executive Officer of
Trinity. All information and data furnished to Xxxxxxx in connection with this
Agreement is and shall remain the property of Trinity and may
not be retained by Xxxxxxx for his personal or other use nor furnished to any
third party by him without the express written consent of the Chief Executive
Officer of Trinity
10. The parties agree that, in the event of a breach of the duties and
obligations owed by Xxxxxxx to Trinity under paragraphs 8 and 9 of this
Agreement, irreparable injury will have occurred by such breach rendering any
remedy at law that might be sought by Trinity wholly inadequate. Therefore, the
parties further agree and consent to the entry of injunctive and other equitable
relief, by a court of competent jurisdiction, to remedy any such breach and the
non-prevailing party shall bear all costs, expenses and reasonable attorney's
fees incurred as a result of such action.
11. This Agreement can be terminated without notice if Xxxxxxx violates
any of its terms or if Trinity, in its sole judgment and opinion, determines
that Xxxxxxx is not performing his duties and obligations hereunder in a timely
and proper manner.
12. The parties agree that Xxxxxxx is not an employee, agent, servant
of, or joint venturer with Trinity, but is engaged solely to provide the
services described herein as an independent contractor. Xxxxxxx shall set the
hours of performance of his obligations under this Agreement. Xxxxxxx shall not
be required to perform work under this Agreement on Trinity's premises and shall
retain sole control over the services performed by Xxxxxxx under this Agreement,
including the details and means by which said services shall be performed.
13. Xxxxxxx shall indemnify, protect and save harmless, compensate and
release Trinity, its officers, directors and employees, both in their corporate
and individual capacities, for, from and against any and all damages, claims,
causes of action, or other liabilities whatsoever, including bodily injury to
any person or persons, including the death of any party or parties, and
including all expenses and attorneys' fees incurred in defending against
any such claims, causes of action or other liabilities, arising out of
or associated with Xxxxxxx'x performance under this Agreement. This
indemnification includes claims for negligence or gross negligence asserted
against Trinity.
14. This Agreement shall be construed and interpreted under the laws of
the State of Texas and shall be performable in Houston, Xxxxxx County, Texas.
15. This Agreement is binding on and inures to the benefit of the
parties to it and their respective heirs, assigns, administrators, executors and
legal representatives.
16. Should any provision of this Agreement be declared invalid, illegal
or unenforceable by a court of competent jurisdiction, this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained therein.
17. This Agreement constitutes the sole and exclusive agreement between
Xxxxxxx and Trinity regarding the subject matter contained herein. It
supercedes any prior understandings, representations, oral or written agreements
between Xxxxxxx and Trinity regarding the subject matter contained herein.
18. No amendment or modification of this Agreement shall be valid
unless in writing and signed by Xxxxxxx and Trinity.
19. Except as provided in paragraph 10 above, in the event of any
dispute between the parties whatsoever arising under this Agreement, the parties
agree to submit to binding arbitration, to be held in Xxxxxx County, Texas.
Each party to the dispute shall appoint an arbitrator who shall be a licensed
attorney or a licensed or certified professional arbitrator, acting
independently and not as an advocate or representative of any party. The
arbitrators so selected shall appoint additional arbitrator(s) in order to have
the minimum odd number of arbitrators. The arbitrators shall utilize the Rules
of Arbitration of the American Arbitration Association for procedural guidance
but not as to costs. The final decision shall require the agreement of a
majority of the arbitrators and shall be fully binding and enforceable upon
the parties. The parties agree that any such decision of the arbitrators
shall be final and binding and shall not be appealed to any court of law in any
jurisdiction. The costs of arbitration shall be borne by the parties in the
manner determined by the arbitrators. It is understood and agreed that any
final arbitration award hereunder may be entered into any court of competent
jurisdiction forenforcement.
Signed on the day and year first above written.
TRINITY ENERGY RESOURCES, INC.
a Nevada Corporation
by: T.C. O'DELL (SIGNATURE)
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T.C. O'DELL
Chairman of the Board
Chief Executive Officer
XXXXXXX X. XXXXXXX
XXXXXXX X. XXXXXXX (SIGNATURE)
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XXXXXXX X. XXXXXXX
An Individual
