CONSULTING AGREEMENT
This
Consulting Agreement (this “Agreement”) is made and effective as of the
16th
day of
February, 2007 (the “Effective Date”), by and between Art Ley (hereinafter
referred to as “Consultant”) and Unicorp, Inc. (hereinafter referred to as
“Company”).
W
I T N E
S S E T H:
WHEREAS,
Consultant entered into an Employment Agreement with the Company on January
25,
2007 (“Employment Agreement”).
WHEREAS,
the Employment Agreement was terminated pursuant to that certain Termination,
Settlement and Release Agreement on the Effective Date.
WHEREAS,
the parties wish to enter into this consulting relationship as of the Effective
Date.
NOW,
THEREFORE, for and in consideration of the fees to be paid Consultant and the
benefits received by the Company from Consultant, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Consultant and the Company, it is agreed by and between the
parties hereto as follows:
1. Consulting
Arrangement.
a. Term.
The term
of consulting shall continue for a period of three months from the Effective
Date through May 15, 2007; unless the parties agree to extend this term in
30
day increments for each new project that Consultant generates whereby the
Company is carried for a minimum of a 15% working interest to casing point
and a
100% reimbursement of all prospect, land and brokerage and geological and
geophysical costs. The term can only be extended for up to a maximum of 90
days.
b. Compensation.
In
exchange, the Company agrees to pay Consultant $16,000 per month, to be paid
50%
on the first day of each month and 50% on the 16th
day of
each month beginning on February 16, 2007. In order to ensure Consultant’s time
is properly charged to projects in which the Company is promoting, Consultant
agrees to provide a detailed breakdown of time spent by project for the
preceding two week period prior to receiving the next two week period’s
compensation by providing such breakdown on the attached Attachment “A”.
c. Reimbursement.
The
Company agrees to advance Consultant for all reasonable ordinary and necessary
business related expenses up to $1,000 per month to be paid to Consultant,
50%
on the first day of each month and 50% on the 16th
day of
each month beginning on February 16, 2007. Any additional expenses must be
pre-approved in writing.
d. Duties.
Consultant shall have the duties as provided by the Chief Executive Officer
of
the Company. Consultant may work from outside the office unless the Chief
Executive Officer of the Company requests his presence in the office. Consultant
will be allowed to perform other services to other entities for compensation
as
long as it is in accordance with Section 5 and provided the Consultant does
not
receive any form of compensation on deals in which the Company elects to
participate.
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2. Covenants
Not to Disclose.
At all
times Consultant will keep inviolate and secret and will not directly,
indirectly, or otherwise use, disseminate, disclose, publish or make known
in
any other manner to any person or entity any “Confidential Information,” as that
term is hereinafter defined, pertaining to Company without the written consent
of Company. For the purposes of this Agreement, the term “Confidential
Information” shall mean all trade secrets and financial information of Company.
Should any person or entity seek to legally compel disclosure of Confidential
Information by Consultant, or by anyone to whom Consultant has transmitted
any
Confidential Information, by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demands or otherwise,
Consultant shall provide Company with prompt written notice sufficient to enable
either: (a) a reasonable attempt to obtain a protective order or other
appropriate remedy; or (b) a waiver of compliance with the provisions of this
paragraph. If Company shall give Consultant written notice that Company desires
to obtain a protective order or other appropriate remedy, Consultant shall
use
reasonable efforts to allow Company to make such attempt at Company’s expense.
In any event, Consultant shall furnish only that portion of the information
which is legally required and will make a reasonable effort to obtain reliable
assurance that confidential treatment will be accorded the information. This
Section 2 shall remain in effect during the term of this Agreement and shall
survive the termination or expiration of the term of this Agreement for a period
of twelve (12) months.
3. Covenant
Not to Reproduce.
Consultant will not at any time, directly or indirectly, reproduce, disclose,
or
use any Confidential Information without the written consent of Company and
will
make a reasonable effort to prevent unauthorized reproduction, disclosure or
use
of Confidential Information by others.
4. Ownership
of Confidential Information.
Upon
termination of this Agreement, Consultant shall immediately deliver all
documents, records and similar repositories or containers of Confidential
Information to Company, including copies thereof, in his possession, and shall
not retain any copies, samples or reproductions of the same.
5. Ownership
of New Exploration Deals.
Any
exploration deal or lead for an exploration deal that Consultant works on during
the term of this Agreement shall be the sole property of the Company and the
Company shall have the opportunity, but not the obligation, to proceed with
any
such exploration deal as it determines is reasonable. The Consultant can present
the Company with a written request to forego the above sentence on a deal by
deal basis and the Company at its option can waive said requirement. Upon
termination of this Agreement, Consultant shall provide the Company with a
list
of all exploration deals that Consultant has worked on for the last twelve
(12)
months. Only upon receipt in writing from the Company that the Company is not
going to participate in an exploration deal shall the Consultant be allowed
to
participate either individually, or with his new employer, in the exploration
deal provided however that the Consultant can participate in any deal that
the
Company participates in on a promoted basis on the same terms of all other
promoted working interests owners. This section shall survive the termination
or
expiration of the term of this Agreement for a period of twelve (12) months.
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6. Miscellaneous.
(a) Assignment.
All of
the terms, provisions and conditions of this Agreement shall be binding upon
and
shall inure to the benefit of and be enforceable by the parties hereto and
their
respective successors and permitted assigns. This Agreement shall not be
assigned or transferred by either party, nor shall any interest herein be
assigned, transferred, pledged or hypothecated by either party without the
prior
written consent of the other party.
(b) Applicable
Law.
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Texas.
(c) Competition.
This
Agreement shall not prohibit Ley from engaging in business activities, whether
as an employee or contractor, during the term of this Consulting Agreement
(and
any extension thereof), which might be viewed as being competitive with the
Company’s business, provided Ley is in compliance with the terms of paragraphs
2, 3 and 5 herein.
(d) Entire
Agreement, Amendments and Waivers.
This
Agreement constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments, whether
written or oral, with respect to the subject matter hereof. No variations,
modifications, changes or extensions of this Agreement or any other terms hereof
shall be binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent or such party.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set above.
UNICORP,
INC. . CONSULTANT
By:
_/s/
Xxxxx Xxxxx ____________ _/s/
Art Ley_______________
Xxxxx Xxxxx, CEO Art
Ley
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ATTACHMENT
“A”
|
Date
|
Hours
|
Prospect
|
1
