INDEPENDENT CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made and
shall be effective as of the 1 day of June, 2009
BETWEEN:
PICO Energy Services Inc., a
company incorporated in the State of Texas, Xxxxxx County, United States of
America, (the “Company”)
- and
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Hathaway Consulting Group,
providing the services of Xxxxxxx Xxxxxxxx, an individual residing in the
City of Austin, in the State of TX, United States of America (the
"Consultant").
WHEREAS the Company is
principally engaged as a network service provider to secure and manage Internet
attached control and information systems for electric utilities and Smart Grid
industries;
AND WHEREAS the Company is
desirous of engaging the services and expertise of Consultant, on the terms,
conditions and for the consideration as hereinafter set forth;
AND WHEREAS the Parties desire
to enter into this Agreement to set forth their respective rights and
obligations.
NOW THEREFORE in consideration
of the premises and the mutual covenants herein contained, and in consideration
of the Consultant providing consulting services to the Company, the Company and
the Consultant hereby covenant and agree as follows:
1.0 Contract
for Services
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1.01
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Subject
to the terms and provisions of this Agreement, the Company hereby agrees
to contract for and engage the services of the Consultant and Consultant
agrees to provide services in accordance with and subject to the
provisions of this Agreement.
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1.02
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Consultant’s
services hereunder shall be provided on the following terms and
conditions:
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(a)
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Consultant
shall faithfully, honestly and diligently serve the Company and cooperate
with the Company and utilize maximum professional skill and care to ensure
that all services rendered hereunder are to the satisfaction of the
Company, acting reasonably, and to provide any other services not
specifically mentioned herein, but which by reason of Consultant’s
capability the Consultant knows to be necessary to ensure that the best
interests of the Company are maintained;
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| (b) | Consultant’s duties and responsibilities are enumerated in Appendix "B". |
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1.03
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The
Parties agree that the Consultant enters into this Agreement as an
Independent Consultant, and under no circumstances shall the Consultant
look to the Company as an employer, partner, agent or
principal. Consultant acknowledges that it is not entitled to
any benefits accorded to the Company's employees, including, without
limitation, worker's compensation, disability insurance, vacation or sick
pay.
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1.04
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Consultant
agrees to procure and cause Xxxxxxx Xxxxxxxx to use his time, attention
and best efforts to further the business and interests of the Company
during the term of this Agreement.
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1.04
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The
parties agree that no oral agreement or provision of this Agreement shall
be construed so as to make the Consultant an agent, partner, or servant of
the Company and the Consultant has no authority to make any commitments or
to take any action which may be binding upon the Company, except as may be
authorized by the Company.
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2.0 Compensation
Arrangements
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2.01
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The
compensation (the "Compensation") provided to the Consultant by the
Company shall be as set forth in Appendix "A" attached
hereto.
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3.0 Confidential
Information and Conflict of Interest
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3.01
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Consultant
hereby agrees and acknowledges that it will have access to and will be
entrusted with confidential information concerning the affairs and
business of the Company, and agrees that the disclosure of such
confidential information may be detrimental to the Company and the
shareholders thereof. Consultant acknowledges and agrees that
the right to maintain and preserve confidentiality constitutes a
proprietary right, which the Company is entitled to
protect.
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3.02
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Upon
termination or expiry of this Agreement for any reason, Consultant agrees
to deliver to the Company all documents, records, reports and notices, and
copies thereof, which are in its possession which relate to the business
and affairs of the Company.
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3.03
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The
obligation of the Consultant shall not apply to such knowledge, business
data information, or materials obtained or relating in any manner to the
business affairs of the Company
which:
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| (a) |
was
demonstrably known to the Consultant prior to receipt thereof pursuant to
this Agreement;
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| (b) | is available to the public in the form of written publication; | |
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(c)
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shall
have become available to the Consultant in good faith from a third party
who has a bona fide right to disclose same;
and
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(d)
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is
required to be disclosed to any federal, provincial, state or local
government or governmental branch, board, agency or instrumentality
necessary to comply with relevant timely disclosure laws or regulatory
authorities, including stock exchanges having jurisdiction in respect of
securities of the Company.
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3.04
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In
the event of termination of this Agreement for any reason whatsoever,
nothing in this Agreement shall preclude Consultant from pursuing a
livelihood in the same business or sector as that of the
Company.
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4.0 Non-Assignability
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4.01
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This
contract for services and all other rights, benefits, and privileges
herein conferred are personal to the Consultant and accordingly may not be
assigned by the Consultant.
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5.0
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Termination
Provisions and Change of Control
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5.01
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This
Agreement shall be terminated upon the occurrence of any one of the
following events:
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(a)
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the
death or incapacity of the
Consultant;
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(b)
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written
notice by the Company to terminate this Agreement without cause prior to
the end of the contract period upon 30 days
notice;
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(c)
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written
notice by the Company to terminate this Agreement with
cause;
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(d)
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thirty
(30) days written notice by the Consultant of its intention to terminate
this Agreement.
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- 2
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5.02
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In
the event that the Agreement is terminated pursuant to Clause 5.01(b), the
Company shall pay to Consultant a termination amount related to the 30-day
notice period based on the hourly
rate.
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5.03
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In
the event that the Agreement is terminated pursuant to Clause 5.01(d), the
Consultant shall be paid compensation until the last day that services
were provided.
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6.0
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Release
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6.01
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In
consideration of the payment of termination compensation as provided
herein and the additional provisions of this Agreement, Consultant agrees
to forever release and discharge the Company from any and all obligations
to pay any further amounts or benefits to the Consultant with respect to
the termination thereof.
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7.0
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General
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7.01
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Upon
the expiration of the term set forth herein, this Agreement shall continue
unless both the Company and Consultant agree to terminate this Agreement
as per Clause 5.0.
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7.02
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The
parties shall from time to time and at all times do such further acts and
execute and deliver all such further deeds and documents as shall be
reasonably required in order to fully perform the terms of this
Agreement.
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7.03
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The
Company may elect to offer regular employment to the Consultant during the
term of this Agreement or upon the expiration of the term set forth
herein. Employment terms would be negotiated between the
Consultant and the Company at that
time.
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7.04
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This
Agreement shall be construed pursuant to the laws in effect in Xxxxxx
County, the State of Texas, United States of
America.
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8.0
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Notices
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8.01
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All
notices required or allowed to be given under this Agreement shall be made
either personally or by mailing same by prepaid registered post, and any
notice mailed as aforesaid shall be deemed to have been received by the
addressees thereof on the fifth business day following the day of
mailing:
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To the
Consultant: Hathaway
Consulting Group
705 Xxxxxxxx St., Austin,
TX
USA
Attention: Xxxxxxx
Xxxxxxxx
To the
Company: PICO
Energy Services Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx
0000
Xxxxxx, XX 00000
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8.02
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Any
party may from time to time change its address for service hereunder on
written notice to the other party.
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9.0 Prior
Agreement
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9.01
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The
parties hereto agree that this Agreement replaces and supersedes any
previous agreements, either verbal or written, and any such previous
agreements are hereby expressly
terminated,
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- 3
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement effective as of the date and year first
above written.
| PICO ENERGY SERVICES INC. | CONSULTANT | ||||
| Per: |
/s/
Xxxxxxx Xxxxxx
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Per: |
/s/ Xxxxxxx
Xxxxxxxx
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||
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Xxxxxxx
Xxxxxx (CFO & General Council)
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Xxxxxxx
Xxxxxxxx
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Title
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- 4
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APPENDIX
"A"
COMPENSATION
ARRANGEMENT
1.0 Rate
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1.01
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Up
to $10833.34/month
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2.0 Benefits
and Perquisites
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2.01
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Reasonable
business expenses, to be approved by the Company, including travel
(business class), teleconference fees, printing, wire services, cellular
telephone (GSM) and printing.
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2.03
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Vehicle
expenses, when used for the benefit of the Company in carrying out Company
duties, to be at USD $0.44/mile.
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2.04
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Additional
benefits as adopted by the Company that will be available to full time
employees that may cover such things as health care, insurance,
etc.
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APPENDIX
"B"
Position
and Reporting:
Reports
to the Board Of Directors of Pico Energy Services
Duties
and Responsibilities of the Position
CEO and
CTO duties including:
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1.
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Managing
executives
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2.
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Overseeing
technology strategy
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3.
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Business
development support
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