Exhibit 10.1 CFO Agreement.
[Letterhead of Clear Financial Solutions, Inc.]
October 24, 2005
Xxxx Xxxxx
Chief Executive Officer
Hyperdynamics Corp.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
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:
-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.
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
