CONSULTING AGREEMENT
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This CONSULTING AGREEMENT ("Agreement") is executed effective as of the
31st day of December, 2004 ("Effective Date") between PETROSEARCH ENERGY
CORPORATION, a Nevada corporation ("Company"), and XXXXXXX X. XXXXXXX
("Consultant").
RECITALS:
A. Company is in the business of acquiring, developing and operating
oil and gas properties in several states, including, Texas, Oklahoma, North
Dakota, Montana and Mississippi. Numerous acquisition and exploration
opportunities have been presented by third parties to Company which Company
desires to pursue in addition to the near term drilling projects.
B. In order to achieve maximum success in the growth of its asset base
and the enhancement of value to its equity securities, Company desires to engage
the services of Consultant under the terms set forth herein to assist the
Company in developing long range oil and gas development strategies.
TERMS OF AGREEMENT:
NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of the mutual
covenants contained herein, Company and Consultant agree as follows:
1. ENGAGEMENT/TERM. Company hereby engages Consultant as an independent
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contractor for a period of one (1) year from the Effective Date in the capacity
described in paragraph 4 herein, subject to the termination provisions herein
(the "Term"), and Consultant hereby agrees to be engaged by Company for the Term
in such capacity as a consultant. This Agreement shall be automatically renewed
for additional one (1) year periods unless either party elects to send written
notice of termination of this Agreement to the other party at least thirty (30)
days prior to the expiration of the then pending Term.
2. EXCLUSIVE BASIS. Company and Consultant hereby stipulate that this
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engagement shall be exclusive to Company and Consultant shall not enter into
contemporaneous consulting relationships with third parties, whether similar or
dissimilar, subject to the further provisions of this Agreement.
3. COMPENSATION. Consultant shall be compensated for his services
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as follows:
(A) Consultant shall be paid TWENTY THOUSAND AND NO/100 DOLLARS
($20,000.00) monthly, in monthly installments, during the term of
this Agreement, which compensation may, at Consultant's election, be
made payable to
Consultant's personal business entity and which compensation may
be increased from time to time in the discretion of the Board of
Directors;
(B) Consultant shall be reimbursed, upon submission of receipts, for
any and all Company related travel away from Houston, Texas,
including coach airfare, hotel and meals (subject to the expenditure
limitations imposed by Company);
(C) Consultant shall be promptly reimbursed for all other reasonable
out-of-pocket expenses incurred on behalf of Company which are
properly documented to Company; including, long distance telephone
charges on telephones other than Company's office phones; and
4. DUTIES AND OBLIGATIONS. Consultant shall perform such duties and
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tasks pertaining to Consultant's expertise as Company shall from time to time
reasonably determine and specify as well as those duties and tasks customarily
attributable to the assignment assumed. Consultant's assignment with Company
shall be to serve as an advisor to the Board of Directors working at the
guidance of the Chairman to lead the development of the Company's oil and gas
development strategies, and any other functions deemed appropriate by the Board.
Consultant shall set his own work hours and shall be entitled to perform his
services, in his discretion, at locations other than Company's principal
offices. Consultant hereby covenants and agrees to perform the consulting
services for which he is hereby retained in good faith and with reasonable
diligence in light of attendant circumstances; provided, however, that
Consultant shall dedicate at least forty (40) hours per week of his time to
Company matters.
5. TERMINATION FOR CAUSE BY COMPANY. This Agreement may be terminated
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for "cause" by Company. For purposes hereof, "cause" shall mean any of the
following events:
a. Any embezzlement or wrongful diversion of funds of Company or
any affiliate of Company by Consultant;
x. Xxxxx malfeasance by Consultant in the conduct of his duties;
c. Material breach of this Agreement that remains uncured for a
period of at least thirty (30) days following written notice from Company to
Consultant of such alleged breach, which written notice describes in reasonable
detail the nature of such alleged breach; or
d. Conviction or the entry of a plea of nolo contendere or
equivalent plea of a felony in a court of competent jurisdiction, or any other
crime or offense involving moral turpitude.
6. TERMINATION FOR GOOD REASON. This Agreement may be terminated for
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"good reason" by Consultant. For purposes hereof, "good reason" shall mean any
material breach of this Agreement by the Company that remains uncured for a
period of at least thirty (30) days following written notice from Consultant to
Company of such alleged breach, which written notice describes in reasonable
detail the nature of such alleged breach.
7. EFFECT OF TERMINATION WITHOUT CAUSE BY COMPANY OR WITH GOOD REASON BY
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XXXX. In the event that this Agreement is terminated by Company without
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"cause" or by Consultant with "good reason" and other than by the mutual
agreement of the parties or the election not to renew the initial Term or any
renewal Term, Consultant's sole remedy shall be limited to recovery by
Consultant from Company of the compensation and continuation of the benefits
described above for the portion of the Term then remaining on the date of
termination, but no less than 12 months.
8. TIME OF ESSENCE, ATTORNEYS FEES. Time is of the essence with
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respect to this Agreement and same shall be capable of specific performance
without prejudice to any other rights or remedies under law. If either party
seeks to enforce, in law or in equity (including any arbitration proceeding),
any provision contained herein, then the prevailing party in such proceeding
shall be entitled to attorneys fees, interest and all such other disbursements
and relief provided under law, but shall not be entitled to punitive or
exemplary damages of any kind.
9. MODIFICATION OR AMENDMENT. The parties hereto may modify or amend
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this Agreement only by written agreement executed and delivered by the
respective parties.
10. BINDING ON HEIRS AND ASSIGNS. This Agreement shall inure to and
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be binding upon the undersigned and their respective heirs, representatives,
successors and permitted assigns. This Agreement may not be assigned by either
party without the prior written consent of the other party.
11. COUNTERPARTS. For the convenience of the parties hereto, this
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Agreement may be executed in any number of counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts shall
together constitute the same agreement.
12. NO WAIVERS. No waiver of or failure to act upon any of the
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provisions of this Agreement or any right or remedy arising under this Agreement
shall be deemed or shall constitute a waiver of any other provisions, rights or
remedies (whether similar or dissimilar).
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND SHALL BE PERFORMABLE IN
XXXXXX COUNTY, TEXAS.
14. NOTICES. Any notice, request, instruction or other document to be
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given hereunder by any party to the others shall be in writing (by FAX, mail,
telegram or courier) and delivered to the parties as follows:
If to Company: Xx. Xxxxxxx X. Xxxx
0000 Xxxxxxx Xxxxx, Xxxxx 000X
Xxxxxxx, Xxxxx 00000
FAX: 000-000-0000
If to Consultant: Xx. Xxxxxxx X. Xxxxxxx
FAX:
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15. ENTIRE CONTRACT/NO THIRD PARTY BENEFICIARIES. This Agreement
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constitutes the entire agreement, and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof, and is not intended to create any obligations to, or
rights in respect of, any persons other than the parties hereto. There are no
third party beneficiaries of this Agreement.
16. CAPTIONS FOR CONVENIENCE. All captions herein are for convenience or
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reference only and do not constitute part of this Agreement and shall not be
deemed to limit or otherwise affect any of the provisions hereof.
17. SEVERABILITY. In case any one or more of the provisions contained in
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this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or enforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or enforceable provision had never been
contained herein.
18. BINDING ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR
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RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY FINAL AND
BINDING ARBITRATION CONDUCTED IN HOUSTON, TEXAS, IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES ("RULES") OF THE AMERICAN ARBITRATION ASSOCIATION
IN EFFECT AT THE TIME THE CONTROVERSY OR CLAIM ARISES, BUT SAID ARBITRATION NEED
NOT BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR,
WHICH SHALL BE AGREED UPON BY THE PARTIES, SHALL HAVE JURISDICTION TO DETERMINE
ANY SUCH CLAIM AND MAY GRANT ANY RELIEF AUTHORIZED BY LAW FOR SUCH CLAIM
EXCLUDING CONSEQUENTIAL AND PUNITIVE DAMAGES. ANY SUCH ARBITRATION SHALL BE
CONCLUDED WITHIN 120 DAYS OF INITIATION OF THE ARBITRATION. IN ANY ARBITRATION
UNDER THIS PARAGRAPH, ANY AND ALL RULES OF DISCOVERY SET FORTH IN THE TEXAS
RULES OF CIVIL PROCEDURE SHALL BE APPLICABLE. EACH PARTY TO THE ARBITRATION
SHALL BEAR THE INITIAL FILING FEES AND CHARGES EQUALLY, PROVIDED, HOWEVER, THAT
THE ARBITRATOR SHALL AWARD REIMBURSEMENT OF ALL SUCH COSTS AND FEES TO THE
PREVAILING PARTY AS A PART OF ITS AWARD. THIS PARAGRAPH SHALL LIKEWISE BE
SPECIFICALLY ENFORCEABLE IN A COURT OF COMPETENT JURISDICTION SHOULD THE PARTY
NOT DEMANDING ARBITRATION REFUSE TO PARTICIPATE IN OR COOPERATE WITH THE
ARBITRATION PROCESS.
EXECUTED by the undersigned as of the Effective Date set forth above.
SIGNATURES APPEAR ON FOLLOWING PAGE
PETROSEARCH ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President and CEO
/s/ Xxxxxxx X. Xxxxxxx
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[CONSULTANT SIGNATURE]
Printed Name: XXXXXXX X. XXXXXXX
