Exhibit 10.7
SERVICE AGREEMENT
THIS AGREEMENT is dated for reference the 15th of November , 2007
BETWEEN:
SPIRIT EXPLORATION INCORPORATED, LOCATED AT
000 XXXX XXXXXX, XXXXXXXXX, XXXXXXX XXXXXXXX, XXXXXX
(The "Company")
AND:
GOAL CAPITAL LLC (a Nevada based LLC) located 00000 Xxxxxx
Xx. #X, Xxxxxx Xxxxxx, XX 00000
(The "Consultant")
WHEREAS the Company and the Consultant wish to enter into this Agreement
regarding the provision of the Consultant's services to the Company,
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. SERVICES
1.1 The Company hereby retains the Consultant upon the terms and conditions
of this Agreement, and the Consultant hereby accepts such retainer on such terms
and conditions.
1.2 The Consultant shall provide the Company with expertise and assistance
in the areas generally described in Schedule "A" to this Agreement and such
other services as the Company and Consultant may agree to from time to time. If
requested by the Company, the Consultant shall be a member of the Company's
Strategic Advisory Board at the pleasure of the Company.
1.3 The Consultant and the Company agree and understand that the Consultant
is an independent contractor and not the agent, employee, servant, partner or
joint venturer of the Company.
1.4 The Consultant shall take direction from and report to the Company's
chief executive officer or to such other person as the Company's chief executive
officer may direct. The Consultant shall devote a substantial portion of his
time and attention to the Company's business so as to properly perform his
duties hereunder.
1.5 The Consultant covenants that it shall not do, or fail to do, anything
which could be reasonably expected to damage the reputation of the Company, its
affiliates or any of its directors, officers, employees, contractors or
consultants.
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1.6 The Consultant will ensure that the substantive content of any and all
public communications prepared by the Consultant in respect of the Company will
not be released to the public until it has been reviewed and consented to by a
senior officer of the Company, which consent must be expressed in writing.
2. TERM
2.1 The term of this Agreement shall be as stated in Schedule "A".
3. REMUNERATION AND EXPENSES
3.1 The Consultant's remuneration will be as specified in Schedule "A".
3.2 Subject to the limitations expressed below with respect to prior
authorization, the Company shall reimburse the Consultant for all reasonable
expenses incurred by it in furtherance of the Company's business. The
Consultant shall submit statements and receipts for all expenses claimed. The
Consultant acknowledges and agrees that the Company's obligation to reimburse
those expenses is subject to the following limitations:
(a) the Company will only reimburse the Consultant for those expenses
that the Company considers reasonable or to which the Company has
granted prior written authorization;
(b) the Company will not be responsible for, and the Consultant will
be responsible for and pay expenses associated with the provision of
office space and general office support services (e.g. staff,
utilities, office equipment) that may be required by the Consultant in
connection with rendering the services to the Company; and
(c) the Company will not be responsible for, and the Consultant will
be responsible for and will pay all costs of conducting the
Consultant's business, including but not limited to, the expense and
responsibility for any applicable insurance or licenses, permits,
taxes or assessments of any kind, and payment of all business and
employment taxes including, but not limited to, income taxes,
contributions, and worker's compensation premiums.
4. CONFIDENTIAL INFORMATION
4.1 The Consultant shall keep all Confidential Information in confidence and
not use or allow others to use any Confidential Information except for the
Company's benefit and the Consultant shall use its best efforts to ensure that
all of its employees, agents directors and officers who become privy to the
Confidential Information are bound by the terms of this section. In this
Agreement, "Confidential Information" means all data, processes, formulations,
analysis, methodologies and other information which is designated by the
Company as confidential or which would be reasonably understood to be
confidential information based on the substance of the information and the
circumstances under which it is conveyed, whether orally or in writing, except
for any part of the Confidential Information which:
(a) is or becomes publicly available other than as a result of a
disclosure by the Company;
(b) is or becomes available to the Consultant from a source (other
than the Company or its representatives) which, to the best of the
Consultant's knowledge after due inquiry, is not prohibited from
disclosing such information to the Consultant by a legal, contractual
or fiduciary obligation; or
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(c) the Consultant demonstrates was properly in the Consultant's
possession or control at the time of disclosure of that Confidential
Information to it by the Company or its representatives.
4.2 The Consultant agrees that it shall not, before or after
termination or expiry of this Agreement, remove any reports information,
property, or any other material belonging to the Company, or any reproductions
thereof, without the prior written permission of the Company's CEO.
4.3 The Consultant acknowledges and agrees that, without prejudice to any
and all rights of either party to this Agreement, an injunction may be the only
effective remedy to protect a breach of the provisions of this section 4. This
section 4 will survive the termination of this Agreement.
TERMINATION OF AGREEMENT
4.4 This Agreement may be terminated by the Company immediately upon
breach of this agreement by the Consultant. The company must have legitimate and
justifiable proof that such a breach has occurred. Upon any such termination,
the Company shall pay Consultant for any fees earned and expenses incurred
through the date of termination.
RELATIONSHIP
4.5 The Consultant is an independent contractor of the Company, and no party
to this Agreement will make any representations or statements indicating or
suggesting that any joint venture, partnership, or other such relationship
exists between the Company and the Consultant. The Company and the Consultant
will have no authority to assume or create obligations binding upon the other
and will not take any action which may have the effect of creating the
appearance of having such authority.
COMPLIANCE WITH LAWS
5. The Consultant shall comply with all applicable statutes, rules and
regulations and the lawful requirements and directions of any governmental
authority having jurisdiction with respect to the provision of its services.
6. MISCELLANEOUS
6.1 The provisions of the schedules attached to this Agreement form an
integral part of this Agreement.
6.2 Any notice or other communication given under this Agreement shall be in
writing and shall be deemed to have been given if personally delivered to a
party hereto at its address appearing on the first page of this Agreement (or to
such other address as one party provides to the other in a notice given
according to this subsection). All notices and other communications shall be
deemed to have been given and received on the first business day following its
delivery as aforesaid.
6.3 The provisions of sections 4 of this Agreement shall survive the expiry
or earlier termination of this Agreement.
6.4 Each provision of this Agreement is severable. If any provision
of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, the illegality, invalidity or unenforceability of that provision
will not affect:
(a) the legality, validity or enforceability of the remaining
provisions of this Agreement, or
(b) the legality, validity or enforceability of that provision in any
other jurisdiction
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Except that if:
(c) on the reasonable construction of this Agreement as a whole, the
applicability of the other provision presumes the validity and
enforceability of the particular provision, the other provision will
be deemed also to be invalid or unenforceable; and
(d) as a result of the determination by a court of competent
jurisdiction that any part of this Agreement is unenforceable or
invalid and, as a result of this Section 8.4, the basic intentions of
the parties in this Agreement are entirely frustrated, the parties
hereto will use all reasonable efforts to amend, supplement or
otherwise vary this Agreement to confirm their mutual intention in
entering into this Agreement.
6.5 This Agreement may not be assigned by either party hereto without the
prior written consent of the other. This Agreement shall enure to the benefit
of and be binding upon the parties and their respective successors and permitted
assigns.
6.6 The laws of California and the laws of the United States of America are
applicable therein shall exclusively govern this Agreement.
6.7 This Agreement represents the entire agreement between the parties
hereto and their respective principals and supersedes all prior agreements and
understandings, whether written or oral, between the parties concerning the
Consultant's provision of services to the Company. This Agreement may not be
amended or otherwise modified except by an instrument in writing signed by both
parties.
6.8 This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and both of which shall constitute one agreement. This
Agreement may be delivered by fax.
IN WITNESS WHEREOF the parties have executed this Agreement as of the 15th day
of November, 2007 the above written notwithstanding its actual date of
execution.
SPIRIT EXPLORATION INCORPORATED
Per: \s\ Xxxxx Xxxxxx
----------------------------------
XXXXX XXXXXX , DIRECTOR / CEO
GOAL CAPITAL LLC.
Per: \s\ Xxxxx Xxxxxxxx
----------------------------------
XXXXX XXXXXXXX, PRESIDENT / CEO
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SCHEDULE A
DETAILS OF RETAINER
The Consultant shall provide the Company with his expertise and assistance, on a
part time basis, in the following areas:
INVESTOR RELATIONS (including company information dissemination to interested
parties, inquiry responses, assistance with company events, assistance with
AGMs, advertising, etc.) In this regard, the Consultant acknowledges and agrees
that it is of principal importance to the Company that the Consultant initiates
contact with and introduce the Company to relevant industry analysts,
institutional and retail investors throughout North America and Europe.
GENERAL SHAREHOLDER RELATIONS (including responding to shareholder inquiries,
proper disclosure, news release & update dissemination, assistance with other
disclosure issues, etc.)
INVESTOR DATABASE DEVELOPMENT (creation and maintenance of an investor &
shareholder database to be used for full, proper and timely disclosure)
CORPORATE CONSULTATION (including assistance with internal company matters, news
release & reporting issues, possible finance issues, etc.)
THE TERM OF THIS AGREEMENT will commence on November 15, 2007 (the "Start Date")
and will terminate on May 15, 2008 (subject to Sections 4.4). This shall be
known as the "Guaranteed Period". The Company will pay a monthly fee in advance
of services of USD $ 4000 to the Consultant commencing November 15, 2007. At the
end of the Guaranteed Period, this Agreement will terminate unless the
Consultant and the Company agree in writing to extend the Agreement period.
The Company will compensate the Consultant with 30 000 restricted common shares
( 144 rule) of Spirit Exploration Incorporated (SPXP / Pink sheets) at the
commencement of this agreement .
In the event that the Company should be acquired during the term of this
Agreement, all monetary payments within the guaranteed period shall be
accelerated.
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EQUITY INTRODUCTION
FINANCING: The Consultant may introduce to the Company different sources of
potential financing.
Spirit Exploration shall pay the Consultant an introduction fee equivalent
payable in cash for all investments received by the Spirit Exploration from
Introductions, said amounts to be paid in cash or equivalent at the time the
investment funds are received and cleared by the company. Spirit's obligations
shall survive any termination of this Agreement including but not limited to the
expiration of the term of this Agreement The compensation structure for the
introduction of equity shall be as follows.;
Equity Compensation
$100 000 -$ 200 000 $12 000
$200 000 -$400 000 $24 000
$400 000- $ 600 000 $36 000
$600 000-$ 800 000 $50 000
$800 000- $ 1 million $65 000
$1 million-$1.5 million $105 000
$1.5 million-$2 million $125 000
$2.5million-$3.0 million $200 000
$3.5million - 4.0 million $240 000
above $4 million $260 000
The Company and Consultant may negotiate a separate agreement regarding private
placements and future financings of the Company.
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