CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (the "Agreement") is made and entered into as the
4th
day of
April, 2007, but effective as of the 1st
day of
May, 2007, by and between Xxxxx X. Xxxxxx ("Consultant") and Westside Energy
Corporation (the "Company").
RECITALS:
WHEREAS,
the Company desires to engage Consultant to provide to the Company certain
consulting services described herein relating to the Company’s business (the
"Services"), and Consultant is willing and desires to be engaged by the Company
to provide the Services to the Company, upon the terms, provisions and
conditions set forth hereinafter; and
WHEREAS,
the Company and Consultant desire to set forth the terms, provisions and
conditions of Consultant's engagement by the Company;
AGREEMENTS:
NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged by each of the Company and
Consultant, each of the Company and Consultant hereby agrees as follows:
l.
Engagement.
Subject
to the terms, provisions and conditions hereinafter stated, the Company hereby
engages the Consultant to provide the Services to the Company, and Consultant
hereby accepts such engagement.
The
Services shall be consulting services relating to the Company’s business with
respect to the following matters:
| (a) |
Non-material
litigation involving the Company;
|
|
(b)
|
Location,
identification and making of recommendations for the acquisition
of
additional properties by the
Company;
|
|
(c)
|
Review,
analysis, and assistance in negotiating the acquisition of oil and
gas
properties selected by the Company;
|
|
(d)
|
Assistance
of the Company in curing any title problems that it encounters in
connection with its properties:
|
|
(e)
|
Assistance
of the Company in pursuing its exploration, development, operational,
and
drilling activities: and
|
|
(f)
|
Such
other consulting services with respect to which Consultant has expertise
and the willingness to provide as from time to time may be requested
by
the Company.
|
Notwithstanding
anything else contained herein, Consultant shall not be obligated to provide
any
consulting services with respect to any of the following matters:
|
(t)
|
Matters
pertaining to the Company’s financial or accounting situation or financial
statements;
|
|
(u)
|
Mergers,
acquisitions, tender offers, joint ventures, and other similar
transactions involving the Company;
|
|
(v)
|
New
products or discoveries, or developments concerning customers or
suppliers
relating to the Company (such as gaining or losing a
contract);
|
(w)_ Changes
in control or management of the Company;
(x) Any
change in the Company’s auditors;
|
(y)
|
Events
regarding the Company’s securities, such as defaults in senior securities,
splits, dividend changes, public or private sales of additional
securities; or
|
(z) Bankruptcy
or receivership involving the Company.
Consultant
may be required to provide Services at the Company’s principal executive office
if necessary and reasonable (or such other location as shall be necessary and
reasonable), otherwise Consultant may provide Services from his home office.
To
the extent requested by the Company, Consultant shall provide Services on at
least ten (10) days per each month during the term in which Consultant is
providing Services to the Company, pro rated for any stub month during which
such term commences or terminates. Consultant shall undertake such travel as
shall be necessary and reasonable for Consultant to provide Services hereunder.
In providing Services hereunder, Consultant shall use reasonable efforts, and
shall perform such duties in a competent, professional and good xxxxxxx-like
manner.
2. Compensation.
(a) As
compensation for providing the Services, the Company shall pay to Consultant
a
daily rate of $1,000 for each day on which Consultant provides Services to
Consultant hereunder; provided, however, that the Company shall pay to
Consultant at least $10,000 per each month during the term in which Consultant
is providing Services to the Company (i.e. for at least ten days of Services
per
month), pro rated for any stub month during which such term commences or
terminates. Consultant shall be entitled to two bi-monthly payments each in
the
amount of $5,000, which may be paid in accordance with the customary payroll
procedures of the Company from time to time in effect so long as they are paid
every two weeks, more or less. If Consultant provides Services on more than
ten
(10) days in a month during the term in which Consultant is providing Services
to the Company, then Consultant shall be entitled to invoice the Company for
the
monthly fees in excess of $10,000, and the Company shall remit the payment
of
the excess fees with the next bi-monthly payment that becomes due 10 days after
the invoice is submitted.
(b) The
Company also agrees to continue Consultant’s coverage in the Company’s medical
plan throughout the term in which Consultant is providing Services to the
Company. The Company agrees to waive the COBRA premium for this period of time,
provided the Consultant elects such coverage under COBRA.
(c) The
Company shall reimburse Consultant, from time to time, for all actual,
reasonable and necessary business expenses incurred by Consultant on behalf
of
the Company, to the extent that Consultant has presented to the Company
documentary evidence, such as a receipt or a paid xxxx, that states sufficient
information to establish the amount, date, place, and the essential character
of
the expenditure for each such expenditure.
3.
Term.
(a) The
term
during which Consultant shall be required to provide Services to the Company
shall begin on the effective date hereof and shall continue until terminated
in
accordance with either subsection (b) or (c) immediately below.
(b) Consultant
may, at his election, terminate his engagement hereunder at any time more than
four months after the effective date hereof for any reason by giving written
notice to the Company as to his election to terminate, and thereupon
Consultant's engagement with the Company will terminate after the expiration
of
30 days after the giving of the notice, or (if later) on the date specified
in
the notice.
(c) The
Company may, at its election, terminate Consultant's engagement hereunder at
any
time more than 12 months after the effective date hereof for any reason by
giving written notice to Consultant as to the Company's election to terminate,
and thereupon Consultant's engagement with the Company will terminate after
the
expiration of 30 days after the giving of the notice, or (if later) on the
date
specified in the notice.
(d) Either
Consultant or the Company may, at their separate elections, terminate
Consultant's engagement hereunder at any time upon a
"Change
in Control" after
the
giving of 15 days written notice to the other, and thereupon Consultant's
employment with the Company will terminate 15 days after the giving of the
notice or (if later) on the date specified in the notice. For
purposes of this Agreement, a "Change in Control" shall mean the approval by
the
stockholders of the Company of: (i) a merger, consolidation, share exchange
or
reorganization involving the Company, unless the stockholders of the Company,
immediately before such merger, consolidation, share exchange or reorganization,
own, directly or indirectly immediately following such merger, consolidation,
share exchange or reorganization, at least 80% of the combined voting power
of
the outstanding voting securities of the corporation that is the successor
in
such merger, consolidation, share exchange or reorganization in substantially
the same proportion as their ownership of the voting securities of the Company
immediately before such merger, consolidation, share exchange or reorganization;
(ii) a complete liquidation or dissolution of the Company; or (iii) an agreement
for the sale or other disposition of all or substantially all of the assets
of
the Company.
4.
Confidentiality.
(a) "Confidential
Information" means and refers to information and materials belonging to the
Company that are not generally known outside the Company, including, without
limitation, customers and customer lists, pricing policies, operational
procedures, sources of supply, methods, formulae, processes, software programs,
hardware configurations, know-how, computer programs and access codes,
technological information, information relating to the cost of its products
and
services, marketing strategies, and any other information which bears a logical
relationship to the Confidential Information described above such that
Consultant knows or should logically conclude that the Company regards the
information to be Confidential Information. Confidential Information shall
not
include any knowledge or information that is already known to the general public
as of the date of this Agreement, or that becomes known to the general public
after the date of this Agreement through no breach of Consultant's
confidentiality obligations.
(b) Consultant
hereby recognizes and acknowledges that Consultant may receive Confidential
Information from the Company or may develop Confidential Information on the
behalf of the Company. Consultant hereby agrees to maintain on a confidential
basis all Confidential Information, and Consultant agrees that Consultant shall
not, without the prior express written consent of the Company, use for
Consultant's or anyone else's benefit or disclose to any other person any
Confidential Information, except in connection with Consultant's work on behalf
of the Company. Consultant hereby acknowledges that, as between the Company
and
Consultant, the Company has the complete, sole and full right, title and
interest in and to the Confidential Information, and that Consultant has no
rights, expressed or implied, with respect to the foregoing other than those
expressly provided for to the contrary in a writing signed by both the Company
and Consultant. Consultant further agrees that Consultant shall, immediately
upon the Company's request, return to the Company all written Confidential
Information and all writings regarding oral Confidential Information whether
such writings were authorized or not. Consultant hereby agrees that the
confidentiality agreement provided for hereby shall last with respect to any
Confidential Information for five years after such Confidential Information
is
disclosed by the Company to Consultant or developed by Consultant on behalf
of
the Company, as the case may be.
(c) Each
of
the Company and Consultant hereby acknowledges that they expect that, for
purposes of providing Services hereunder, Consultant will not need any material
non-public information (for purposes of United States Federal and state
securities laws) with respect to the Company or its securities (“Material
Non-Public Information” herein), and that Consultant does not wish to receive
any Material Non-Public Information. The Company hereby agrees that, unless
otherwise consented to by Consultant in writing, the Company shall not provide
or make available to Consultant any Material Non-Public Information. The Company
further agrees that, if despite the preceding provisions the Company makes
available to Consultant, either through inadvertence or otherwise, without
his
prior written consent, any adverse Material Non-Public Information, Consultant
shall have the right (if at that time he genuinely intends to sell some or
all
of the securities of Company owned by him) to require the Company to disclose
immediately the related Material Non-Public Information to the public and to
the
SEC by the filing of a Form 8-K; provided that the Company shall have the right
to delay taking the foregoing action for five business days after it receives
written notice from Consultant of the exercise of his right to compel disclose,
if the Company has a legitimate corporate objective (unrelated to the market
price of the Company’s securities) for delaying such action. The Company
acknowledges that Consultant will rely on the foregoing when transacting in
the
securities of Company.
5.
Property
of the Company.
Consultant agrees that, upon the termination of Consultant's engagement with
the
Company, Consultant will immediately surrender to the Company all property,
equipment, funds, lists, books, records, and other materials of the Company
or
any affiliate thereof in the possession of or provided to Consultant.
6.
Law
Governing.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF TEXAS.
7.
Notices.
Any
notice or request herein required or permitted to be given to any party
hereunder shall be given in writing and shall be personally delivered or sent
to
such party by prepaid mail at the address set forth below the signature of
such
party hereto or at such other address as such party may designate by written
communication to the other party to this Agreement. Each notice given in
accordance with this paragraph shall be deemed to have been given, if personally
delivered, on the date personally delivered, or, if mailed, on the third day
following the day on which it is deposited in the United States mail, certified
or registered mail, return receipt requested, with postage prepaid.
8.
Headings.
The
headings of the paragraphs of this Agreement have been inserted for convenience
of reference only and shall in no way restrict or modify any of the terms or
provisions hereof.
9.
Severability.
If any
provision of this Agreement is held to be illegal, invalid, or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable and this Agreement shall be construed and enforced
as
if such illegal, invalid or unenforceable provision had never comprised a part
of this Agreement and the remaining provisions of this Agreement shall remain
in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. Furthermore,
in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
10.
Entire
Agreement.
This
Agreement embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether written or oral, relating to the subject
matter hereof.
11.
Binding
Effect.
This
Agreement shall be binding upon and shall inure to the benefit of each party
hereto and his, her or its respective successors, heirs, assigns, and legal
representatives, but neither this Agreement nor any rights hereunder may be
assigned by any party hereto without the consent in writing of the other party.
12.
Remedies.
No
remedy conferred by any of the specific provisions of this Agreement is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
now
or hereafter existing at law or in equity or by statute or otherwise. The
election of any one or more remedies by any party hereto shall not constitute
a
waiver of the right to pursue other available remedies.
IN
WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first
date written above.
"COMPANY"
WESTSIDE
ENERGY CORPORATION
By:_______________________________________
Xxxxxxx
X. Manner,
Chief
Executive Officer
Address: 0000
Xxxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxx,
XX 00000
"CONSULTANT"
__________________________________________
Xxxxx
X.
Xxxxxx
Address: 00
Xxxx
Xxxx Xxxx
Xxxxxxxx
Xxxx, Xxxxx 00000
