SERVICES AGREEMENT
BY AND BETWEEN
SUN RIVER ENERGY, INC.
AND
XXXXXXXXX PARTNER ASSOCIATES, INC.
This Agreement ("Agreement") shall set forth the terms and conditions between
Xxxxxxxxx Partner Associates, Inc. ("Xxxxxxxxx"), a Colorado Corporation whose
mailing address is 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 and Sun River
Energy, Inc. ("Sun River"), a Colorado Corporation whose address is 0000 Xxxx
Xxxxxx, Xxxxxx, XX 00000 under which Sun River agrees to compensate Xxxxxxxxx
for geological, geophysical, and geochemical exploration and other services. In
this Agreement Xxxxxxxxx and Sun River shall collectively be referred to as the
"Parties." Sun River and Xxxxxxxxx hereby agree to the following:
1. This Agreement only covers those Projects that the Board of Sun River has
approved for services. At the signing of this Agreement, these Projects are:
Xxxxx (MT), Xxxxx (MT), Raven Creek (WY), Donkey Creek (WY), Black Thunder (WY),
Wasatch South (UT), and Colfax (NM). The parties acknowledge that TPA has only
been paid one-half the Project Fee for the Xxxxx and Xxxxx Projects. Other
Projects may be added from time to time by mutual written consent.
2. This Agreement shall supersede Paragraph 5 ("Consulting Fee") of that
particular Project Consulting Agreement between Sun River and TPA dated 3/1/2009
and covering the Colfax Project with regard to consulting work performed on the
Colfax Project. It is the intent of this Agreement to provide for Consulting
Services beyond those originally anticipated in the 3/1/2009 Agreement.
3. Effective Date: The Effective Date of this Agreement and any transactions
contemplated herein shall be construed to begin on January 1, 2010.
4. Duties and Responsibilities: Xxxxxxxxx shall have the responsibility of
providing services under following rates and terms:
a) Sun River shall pay TPA at a rate of $480 per eight (8) hour day for up to
ten (10) days a month for any particular Associate. If a particular
Associate is asked to work for Sun River beyond ten (10) days in a given
month, Sun River shall pay TPA for the time above 40 hours at a rate no
less than $600 per eight (8) hour day pro rated on an hourly basis. These
rates are for those Projects in which TPA has been paid a Project Fee and
retains an ORRI (either contractually or through assignment).
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b) TPA Associates who are Advisory Board members shall first apply any
consulting hours against their particular Advisory Board Contract and any
such compensation shall be paid TPA based upon the terms of the Advisory
Board Contract and not based on this Agreement. Any hours they spend
consulting for Sun River that exceed the number designated by their
Advisory Board Contract shall be compensated as per Paragraph 4a.
c) TPA shall make available Geotechnical assistance for a period of time not
to exceed 40 hours a month, at a rate of $50 per hour.
d) Sun River shall pay TPA $500 per month for office rental for one office.
This rent shall apply to November and December of 2009, as well as January
of 2010 thru April 2010. Within 30 business days of the signing of this
Agreement, Sun River shall pay TPA $3500.00 as back rent. TPA may direct
at TPA's sole discretion or Sun River may elect on its own accord to
vacate its office by giving one (1) month's notice. Upon vacating the
office, Sun River will no longer be obligated to pay a monthly rental.
Discontinuance of Sun River as a tenant to TPA will not affect the
remaining terms of this Agreement.
e) TPA shall make available senior technical personnel for Geological and
Geophysical assistance as requested by Sun River, for up to 40 hours a
month per staff member.
f) Individuals who are Associates of TPA will work under the auspices of this
Agreement. If an individual is unwilling to work under these terms, then
another Associate may be chosen who is willing to abide by these terms,
and who is acceptable to Sun River. Both the time and specific Associates
must be approved by TPA. Sun River is free at any time to hire consultants
from outside the pool of TPA Associates.
g) TPA Associates who perform consulting work for Sun River shall keep
careful track of their hours, and shall provide a detailed time sheet at
the end of each month for billing purposes.
h) TPA Associates will perform consulting work only when directed to do so by
the Sun River President and Chief Operating Officer, and Sun River will
have full supervisory capacity as it deems proper.
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5. Notices: All notices and other communications required or permitted by the
terms of the Agreement or any notices that one party may desire to give to the
other party shall be in writing, unless otherwise specifically provided, and
shall be deemed to have been properly delivered if personally handed to an
authorized representative of the party for whom intended, or sent by overnight
delivery service, or facsimile (with written confirmation of a successful
transmission), and addressed to the Parties to whom the notice is given at the
address listed below or such other addresses as any party may from time to time
designate by notice in writing to the other party. The originating notice to be
given under any provision hereof shall be deemed to be given only when received
by the party to whom such notice is directed, and the time for such party to
give any notice in response thereto shall run from the date that said
originating notice is received. A response shall be deemed returned when
deposited in the mail or with overnight delivery service or facsimile (with
written confirmation of a successful transmission), with postage or charges
prepaid. Each party shall have the right to change its address at any time or
from time to time by giving written notice thereof to all other Parties. Notices
by Parties hereto shall be promptly given in writing and shall be delivered as
follows:
Xxxxxxxxx Partner Associates, Inc, Sun River Energy, Inc.
Attn : Dr. M Xxx Xxxxxxxxx Attention: Xxx Xxxxxx
0000 Xxxx Xxxxxx c/o 0000 Xxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Telephone: 000-000-0000 Telephone: 000-000-0000
Fax: 000-000-0000 Fax :000-000-0000
Email: XXXXXXX@xxx.xxx
6. No Partnership and Jurisdiction: The duties, obligations, and liabilities of
the Parties hereto are intended to be several and not joint or collective. This
Agreement is not intended to create, and shall not be construed to create an
association or trust, or to impose a partnership, duty, obligation, or liability
with regard to any one or more of the Parties hereto. Each party hereto shall be
individually responsible for its own obligations as herein provided. THIS LETTER
AGREEMENT AND THE RELATIONSHIP THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF COLORADO WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISION.
7. Laws and Regulations: The Parties, in conducting all operations under this
Agreement, shall comply with all applicable state and federal laws, rules and
regulations.
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8. Termination: This Agreement may be terminated at any time by either TPA or
Sun River with a thirty (30) day written notice. In the event this Agreement is
not terminated by either party by prior written notice, this Agreement shall be
terminated on December 31, 2010, unless extended by mutual written Agreement.
9. Mediation and Arbitration: All claims, demands, disputes and controversies in
connection with this Agreement that may arise between the Parties as to this
Agreement shall first be submitted to a mutually agreed neutral third party for
mediation. If mediation is not successful then dispute shall be settled by
arbitration. Such arbitration shall be governed by the commercial arbitration
rules of American Arbitration Association. All such mediation and/or arbitration
shall take place in Denver, Colorado. In the event of arbitration, TPA shall
appoint one arbitrator to serve on the panel and shall be responsible for paying
said arbitrator to serve on the panel; Sun River shall also appoint one
arbitrator to serve on the panel and shall be responsible for paying said
arbitrator to serve on the panel. Each of said arbitrators shall then select a
neutral third arbitrator to serve on the panel and the parties shall share
equally the cost of the third arbitrator. If the arbitrators selected by the
parties are unable to agree upon a neutral third arbitrator, then the parties
shall select the third arbitrator in accordance with the commercial arbitration
rules of the AAA.
10. Miscellaneous: This Agreement may be executed in one document, signed by all
Parties, or in a number of counterparts; and when executed in counterpart, all
such counterparts shall constitute one document. This Agreement shall inure to
the benefit of and be binding upon the Parties, their successors and assigns.
Facsimile signatures shall be deemed original for all purposes.
Accepted this 2nd day of June, 2010
XXXXXXXXX PARTNER ASSOCIATES, INC.
/s/ M. Xxx Xxxxxxxxx
-------------------
M. Xxx Xxxxxxxxx
President
Sun River Energy, Inc.
/s/ Xxx Xxxxxx
---------------
Xxx X. Xxxxxx
President
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