MANAGEMENT AND FINANCIAL SERVICES AGREEMENT BETWEEN XUN ENERGY, INC. AND WOMACK HOLDINGS, INC. FOR MANAGEMENT AND FINANCIAL SERVICES FOR: PRESIDENT, CHIEF EXECUTIVE OFFICER and INTERIM CHIEF FINANCIAL OFFICER Contract No. S20150605
Exhibit 10.5
MANAGEMENT AND FINANCIAL SERVICES AGREEMENT
BETWEEN
AND
XXXXXX HOLDINGS, INC.
FOR
MANAGEMENT AND FINANCIAL SERVICES FOR:
PRESIDENT, CHIEF EXECUTIVE OFFICER and INTERIM CHIEF FINANCIAL OFFICER
Contract No. S20150605
THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (“XUN”), a Nevada corporation and XXXXXX HOLDINGS, INC. (“XXXXXX”).
1.
SERVICES TO BE PERFORMED: XXXXXX shall provide management and financial services for PRESIDENT, CHIEF EXECUTIVE OFFICER (CEO) and interim CHIEF FINANCIAL OFFICER (CFO), in specific, the services of Xx. Xxxxx X. Xxxxxxxxxxx (“CONSULTANT”), duties and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.
2.
TERM OF THE AGREEMENT: The term of the Agreement shall commence on June 1, 2015 and continue in effect through May 31, 2016.
3.
COMPENSATION: In consideration for services provided, XUN shall pay XXXXXX a sum not to exceed $180,000 in cash payments. This amount includes all costs related to the engagement of the President and Chief Executive Officer except 3rd party or travel expenses.
XXXXXX shall invoice XUN on a monthly basis on the following basis:
·
President, CEO and CFO - $15,000 per month for a minimum of 30 hours per month.
·
XXXXXX shall submit to XUN a timecard on a monthly basis which, when approved, will serve as documentation for billing by XXXXXX.
The terms and conditions will be renegotiated upon the successful consummation of a Business Combination through the acquisition of, or merger or consolidation with, a company that has substantial additional capital and or operating revenues; or the Company is able to finance operating expenses with additional debt or through equity financing of not less than $5,000,000.
XUN shall reimburse XXXXXX for the cost of airfare and travel expenses and preapproved disbursements made on behalf of XUN.
4.
AUTHORIZED REPRESENTATIVES AND NOTICES: XUN and XXXXXX shall each designate, in writing, an Authorized Representative who has authority to make changes to the scope, terms and conditions of this Agreement.
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4.1
For XUN:
XX. Xxxxxxx X. Xxxxx
12759 NE Xxxxxxxx Way, #C453,
Xxxxxxxx, Xxxxxx, 00000
Phone: (000)-000-0000
Fax: (000) 000-0000
Email: xxxxxx@xxx.xx.xxx
4.2
For XXXXXX:
Xxxxx X. Xxxxxxxxxxx
12759 NE Xxxxxxxx Way, #C453,
Xxxxxxxx, Xxxxxx, 00000
Phone: (775) - 000-0000
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
4.3
Notices provided under this Agreement shall be in writing.
5.
INDEMNIFICATION AND INSURANCE: Intentionally Deleted
6.
GENERAL PROVISIONS
6.1
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between XUN and XXXXXX relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written.
6.2
INDEPENDENT CONTRACTOR: The services provided by the XXXXXX, including its employees/consultants is an independent contractor and is not an employee of XUN in performing its Services under this Agreement.
6.3
AUDIT AND RECORDS: XXXXXX shall retain all pertinent records and shall be subject to, with reasonable notice, the examination and audit of XUN, its representatives and the state auditor for a period of three years after final payment under this Agreement.
6.4
ASSIGNMENT AND SUBCONTRACTS: XXXXXX or XUN shall not assign, transfer, or subcontract this Agreement or any portion thereof, and any assignment, transfer, change or subcontract in violation of this Agreement shall be void without written approval by both parties.
6.5
NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement XXXXXX, its employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.
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6.6
TERMINATION AND SUSPENSION: Either Party may, upon giving the other party a 30 calendar day notice, terminate this Agreement by giving written notice specifying the effective date and scope of such termination. XXXXXX shall be entitled to receive payment for work/services provided by XXXXXX prior to termination of the Agreement as reflected in monthly timecards.
6.7 SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, XUN and XXXXXX shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.
6.8 XUN agrees to pay all appropriately presented invoices within 14 days once XUN has completed its funding. All invoices will be accrued until funding is completed by XUN.
6.9
AMENDMENT: Except as expressly provided herein, the provisions of this Agreement shall not be altered, modified or amended except through the execution of a written amendment executed by XUN and XXXXXX.
XXXXXX HOLDINGS, INC.
By: /s/ Xx. Xxxxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxxxxxxxx
Xx. Xxxxxxx X. Xxxxx, Director
Xxxxx X. Xxxxxxxxxxx
Date: June 5, 2015
Date: June 5, 2015
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ATTACHMENT “A”
Scope of Services
Contract S20150605
Responsibilities:
·
Responsible to carry out the strategic plans and policies as established by the board of directors.
·
Reports to the Board of Directors
·
To implement the strategic goals and objectives of the organization
·
With the chair, enable the Board to fulfill its governance function
·
To give direction and leadership toward the achievement of the organization's philosophy, mission, strategy, and its annual goals and objectives
President and CEO duties include, but are not limited to:
1.
LEADER
·
Advises the Board
·
Advocates / promotes organization and stakeholder change related to organization mission
·
Supports motivation of employees in organization products/programs and operations
2.
VISIONARY / INFORMATION BEARER
·
Ensures staff and Board have sufficient and up-to-date information
·
Looks to the future for change opportunities
·
Interfaces between Board and employees
·
Interfaces between organization and community
3.
DECISION MAKER
·
Formulates policies and planning recommendations to the Board
·
Decides or guides courses of action in operations by staff
4.
MANAGER
·
Oversees operations of organization
·
Implements plans
·
Manages human resources of organization
·
Manages financial and physical resources
5.
BOARD DEVELOPER
·
Assists in the selection and evaluation of board members
·
Makes recommendations, supports Board during orientation and self-evaluation
·
Supports Board's evaluation of Chief Executive
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Specific Duties:
·
Complete acquisition of target company
·
Complete SEC filings on a timely manner
·
Complete Board Policies and Procedures including Committee Policies and procedures
·
Assist Company on Board member selection
·
Complete purchase of D & O insurance
·
Establish SOX guidelines and procedures
·
Assist Target Company in completing tasks to ensure smooth closing on Target Company.
·
Other duties as required
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