CONSULTING AGREEMENT
Exhibit 10.4
This Consulting Agreement (the “Agreement”) is made and entered into by and between Bayou City
Exploration, Inc., a Nevada Corporation (hereinafter “COMPANY”) with offices located at 00000
Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and Xxxx Xxxxxxxx (hereinafter “CONSULTANT”) whose
address is X.X. Xxx 00000, Xxxxxxx, Xxxxx 00000. COMPANY and CONSULTANT are sometimes hereinafter
referred to, individually, as “Party” and, collectively, as the “Parties”.
WHEREAS, COMPANY has requested CONSULTANT to perform certain services as herein set forth and
CONSULTANT has agreed to perform such services subject to the terms of this Agreement; and
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other
good and valuable consideration, the sufficiency of which is hereby acknowledged, CONSULTANT and
COMPANY hereby agree as follows:
1. DESCRIPTION OF SERVICES
COMPANY hereby retains CONSULTANT to provide consulting services to evaluate subsurface geological
and 3-D geophysical data and other data in areas which are interest to the COMPANY to identify
drilling opportunities prospective of hydrocarbon reserves (the “Prospect/s”) for the COMPANY and
shall perform such other related services included but not limited to the marketing of Prospects
identified, to third parties (the “Services”). In addition CONSULTANT agrees to function as
Exploration Project Manager of Projects designated by COMPANY and will direct the activities of
other Exploration consultants engaged in the generation of Prospects for the COMPANY. In this
capacity CONSULTANT will report directly to the President of COMPANY.
2. STANDARD OF SERVICES
The CONSULTANT shall have complete control over the details in which the Services are performed
subject to the satisfactory completion of the Services. CONSULTANT shall be free to determine the
hours in the day during which it will perform the Services, provided to the extent possible
CONSULTANT will be available to COMPANY as scheduled business hours of COMPANY. CONSULTANT agrees
that he will not, during the term of this Agreement, do any work, perform any services, or serve as
a consultant for a third party where those activities would, in the reasonable judgment of COMPANY
create a conflict of interest with his activities, duties, obligations, and responsibilities as set
forth in this Agreement.
3. COMPENSATION
CONSULTANT will be paid cash compensation in the amount of Seven Hundred Dollars ($700) per day.
CONSULTANT agrees to submit an invoice for cash compensation plus all approved expenses in two week
increments beginning at the completion of the initial two week period in this Agreement. For each
Prospect accepted by COMPANY, COMPANY will define an Area of Mutual Interest (the “AMI”).
CONSULTANT shall
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be assigned a one per cent (1%) overriding royalty interest proportionately reduced to the net
mineral interest acquired in each Oil and Gas Lease within the AMI. The provisions of this Article
3 will survive the expiration of this Agreement.
4. INDEPENDENT CONTRACTORS
It is understood and agreed that for the purposes of this Agreement that for all services which
have been or will be provided hereunder, CONSULTANT shall be, and shall be deemed to be, an
independent contractor. CONSULTANT shall have no authority to made any statements, representations
or commitments of any kind, or to take any action that shall be binding on COMPANY except as
provided for herein or authorized in writing by COMPANY. CONSULTANT shall be fully responsible for
all costs and liability associated with CONSULTANT including but not limited to compensation,
benefits, insurance, taxes and other costs of employment. The CONSULTANT agrees to release and
indemnify COMPANY from any liabilities and claims which result from the CONSULTANTS failure to
comply with this Article 4. The provisions of this Article 4 will survive the expiration of this
Agreement.
5. CONFIDENTIAL INFORMATION
Confidential information shall mean all information disclosed to CONSULTANT by COMPANY that related
to past, present, and future exploration development and business activities, except such
information as is previously known to CONSULTANT, or is publicly available. CONSULTANT shall not
use or disclose to any third party any such confidential information, unless required to do so by a
court of law. CONSULTANT shall comply with all known terms and conditions of the COMPANY’S third
party license agreements or joint venture agreements that may apply to such confidential
information. Upon COMPANY’S request or expiration of this Agreement, CONSULTANT shall return to
COMPANY all written or descriptive matter, including but not limited to the geophysical data,
drawings, maps, plots, computer tapes or other papers or documents which contain any such
confidential information. The provisions of this Article 5 will survive the expiration of this
Agreement.
6. TERM
The term of this Agreement shall commence on the effective date of this Agreement and will continue
until December 31, 2009. This contract will be automatically extended for additional one (1) year
terms unless at least thirty (30) days prior to the then-scheduled expiration date either Party
gives written notice to the other Party that such Party elects to not extend the term of this
Agreement.
7. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and it supersedes all prior
agreements and understandings between the parties respecting the subject matter hereof. This
Agreement may not be amended, changed or terminated orally by, on, or on behalf of either party.
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8. GOVERNING LAW
This Agreement and the rights and obligations of the parties hereunder shall be governed by and
interpreted, construed and enforced in accordance with the laws of the State of Texas without
giving effect to conflicts of laws principles. This Agreement shall be performable in Houston,
Xxxxxx County, Texas and venue for any litigation to enforce a provision hereto or to construe this
Agreement shall be in Houston, Harris, County, Texas.
9. NOTICES
Any notice or request herein required or committed to be given hereunder shall be given in writing
at the addresses set forth below.
10. SURVIVORSHIP
The terms and provisions articles 3, 4 and 5 shall survive the termination of this Agreement, and
shall remain in full force and effect thereafter, and shall be binding upon the parties hereto, and
their respective representatives, successors, and authorized assigns.
11. ASSIGNMENT
This Agreement may not be assigned or delegated, in whole or in part, without the prior written
consent of the other party.
12. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same Agreement.
EXECUTED EFFECTIVE THE 18th day of September, 2006.
| BAYOU CITY EXPLORATION, INC. | ||||
| /s/ Xxxxxx Xxxxxx | ||||
| President and CEO | ||||
| 00000 Xxxxxxxxxx, Xxxxx 000 | ||||
| Xxxxxxx, Xxxxx 00000 | ||||
| Phone No.: 000-000-0000 | ||||
| Fax No.: 000-000-0000 | ||||
| Email: xxxxxxx@xxxxxxxxxxxxx.xxx |
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| Xxxx Xxxxxxxx | ||||
| /s/ Xxxx Xxxxxxxx | ||||
| Xxxxxxx, Xxxxx 00000 | ||||
| Phone No.: 000-000-0000 | ||||
| Email: xxxxxxxxxxxx@xxxxxxx.xxx |
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