CONSULTING AGREEMENT
Exhibit 10.1
This
Consulting Agreement (the “Agreement”) is entered into as of February 1,
2010. by and between American Energy Fields, (the “Company”) located
at 0000 X. Xxxxxxxxx Xx., Xxxxx 000, Xxxxxx Xxxxxxxx, Xxxxxxx 00000
and Xxxxx X. Xxxxxxxxx, located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx,
00000, (the “Consultant”).
STATEMENT OF
WORK
Consultant
will be retained in the capacity as “Acting Chief Financial Officer” and will be
responsible for overseeing the accounting functions of the company, which
includes the quarterly and annual filings with the SEC.
AGREEMENT
In
consideration of the foregoing and the mutual promises set forth herein, and
intending to be legally bound, the parties hereto agree to the
following:
|
1.
|
Engagement
– Company hereby engages Consultant and Consultant agrees to
render, as an independent contractor, the consulting services described
above and other services as may be agreed to in writing by the Company and
Consultant from time to time.
|
|
2.
|
Term
– The agreement will be effective February 1, 2010 and continue
monthly until either party wishes to cancel said
Agreement. Either party can cancel the Agreement by giving
thirty days written notice to the other
party.
|
|
3.
|
Compensation
– In consideration of the services to be performed by Consultant, The
Company agrees to pay Consultant Five Thousand ($5,000.00) Dollars per
month. Payment will be made by the 25th
of each month. Out of pocket expenses incurred by Consultant
that are for the benefit of the Company and approved by the President of
the Company shall be reimbursed by the Company to the
Consultant.
|
|
4.
|
Confidential
Information and Assignments – In the event Company discloses information
to Consultant that Company considers to be secret or proprietary and so
notifies Consultant, Consultant agrees to hold the Proprietary Information
in confidence and to treat the Proprietary Information with at least the
same degree of care and safeguards that Consultant takes with his own
proprietary information. Propriety information shall be used by
Consultant only in connection with services under this
Agreement.
|
|
5.
|
Representations
and Warranties – Consultant represent and warrants (a) that Consultant has
no obligations, legal or otherwise, inconsistent with the terms of this
Agreement or with Consultant’s undertaking this relationship with the
Company; (b) that the performance of the services called for by this
Agreement do not and will not violate any applicable law, rule of
regulation of any proprietary or other right of any third party; (c) that
Consultant will not use in the performance of his responsibilities under
this Agreement any confidential information or trade secrets of any other
person or entity and (d) that Consultant has not entered into or will
enter into any agreement (whether oral or written) in conflict with this
Agreement.
|
| 6. | Indemnification – Company and Consultant hereby indemnifies and agrees to defend and hold harmless the other from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorney’s fees, arising out of or relating to the services performed under this Agreement or the representations and warranties made in connection herewith. The obligations hereunder shall survive the termination, for any reason, of this Agreement. |
| 7. | Entire Agreement – This Agreement contains the entire understanding and agreement between the parties hereto with respect to it subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof. |
| 8. | Amendment – This Agreement may be amended only by a writing signed by Consultant and by a duly authorized representative of the Company. |
| 9. | Assignment – This Agreement may not be assigned by Consultant without the Company’s prior written consent. |
| 10. | Compliance with Law – In connection with his services rendered hereunder, Consultant agrees to abide by all federal, state and local laws, ordinances and regulations. |
| 11. | Independent Contractor – The relationship between the Company and Consultant is that of independent contractor under a “Work For Hire” assignment. Consultant will not be eligible for any employee benefits. |
| 12. | Governing Law – This Agreement shall be construed in accordance with and all actions arising hereunder shall be governed by the laws of the State of Nevada. |
COMPANY: CONSULTANT
AMERICAN
ENERGY
FIELDS XXXXX
X. XXXXXXXXX
BY:/s/Xxxxxx
Xxxxx
BY:/s/Xxxxx X. Xxxxxxxxx
NAME:
Xxxxxx Xxxxx
TITLE:
President
