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EXHIBIT 10.29
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CONSULTING AGREEMENT
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This Consulting Agreement is hereby made and entered into the 7th day
of May, 2001, by and between Xxxxxx Oil and Gas Company, a Delaware corporation
("Xxxxxx"), whose business address is 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxxxx 00000 and Xxxxxxx X. Xxxx ("Consultant"), a resident of
Montecito, Santa Xxxxxxx County, California whose address is 0000 X. Xxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000;
WHEREAS, Xxxxxx desires to consult with and utilize the services of
Consultant from time to time on certain projects; and
WHEREAS, Consultant is willing to accept such engagements, upon the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants hereinafter set forth, it is hereby agreed by and between Xxxxxx and
Consultant as follows:
1. TERM. Except as otherwise provided for herein, this Agreement shall
be and commence May 7, 2001 and end December 31, 2001 (such period being
hereinafter referred to as the "Term of this Agreement").
2. DUTIES.
(a) Xxxxxx hereby retains Consultant for the Term of this Agreement to
act as Consultant to Xxxxxx on matters pertaining to business by Xxxxxx and its
affiliates. The duties and services to be performed by Consultant shall be such
as may be requested of him by the President of Xxxxxx from time to time during
the Term of this Agreement.
(b) Consultant's services shall be available to Xxxxxx for no less than
twenty (20) hours per week each calendar month during the Term of this
Agreement.
3. COMPENSATION AND EXPENSES. As compensation for the services to be
rendered by Consultant pursuant to this Agreement, Xxxxxx shall pay to
Consultant, the sum of one hundred thousand ($100,000) dollars payable upon
execution of this Agreement. Xxxxxx shall reimburse Consultant for any
reasonable expenses incurred in connection with his services rendered pursuant
to this Agreement; provided, however, that Consultant shall furnish receipts
and/or other documentation concerning such expenses to Xxxxxx and expenses will
not be reimbursed unless they are approved in writing by Xxxxxx prior to
incurrance of such expenses.
4. AUTHORITY. Notwithstanding anything contained herein to the
contrary, Consultant shall have no authority to obligate Xxxxxx in any manner
whatsoever in the absence of specific prior written authority from an officer of
Xxxxxx permitting him to do so, including, without limitation, the incurrance of
expenses or entering into contracts. Furthermore, Consultant shall
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not hold himself out to the public as a Xxxxxx consultant, but shall only
provide services to Xxxxxx through its officers.
5. CONFIDENTIAL INFORMATION AND OWNERSHIP. Except as required in the
performance of Consultant's obligations hereunder, or otherwise specifically
required by law, or with the prior consent of Xxxxxx on a case-by-case basis,
the Consultant shall forever hold confidential and shall not in any manner
disclose, use for personal benefit, or directly or indirectly use for the
benefit of any other person, Confidential Information (defined below) that has
come or shall hereafter come into his possession. Consultant recognizes the
importance to Xxxxxx of protecting its Confidential Information without regard
to the passage of time, and further recognizes that this restriction shall
continue in full force and effect during and following the Term of this
Agreement. No later than the end of the Term of this Agreement, Consultant shall
return to Xxxxxx, without making and retaining copies thereof, all documents,
records, computer information, maps and charts and other repositories containing
Confidential Information. To the extent that the Confidential Information
subsequently comes into his hand in connection with the performance of his
consulting services, the Consultant shall return such Confidential Information
to Xxxxxx promptly following its usefulness in performing his consulting
services. As used in this Agreement, the term "Confidential Information" shall
mean all information of a confidential or non-public nature concerning Xxxxxx'x
existing or proposed business activities, including without limitation,
geological, geophysical and seismic data and interpretations, computer analysis,
maps, charts, reports, results of operations, proposed methods of operation,
financial information, information with respect to parties with whom Xxxxxx has
or intends to have business relationships and similar information. The parties
agree and acknowledge that the foregoing shall not prevent Consultant from
engaging in transactions in the securities of Xxxxxx in any manner that is
consistent with the requirements of the federal securities laws of the United
States.
Consultant agrees that all processes, technologies, computer analysis,
discoveries and inventions whether new or enhanced and expanded, whether
patentable or not, conceived, developed, invented or made by Consultant during
the Term of the Agreement which grow directly out of Consultant's work with
Xxxxxx shall belong to Xxxxxx and not to Consultant.
6. RELATIONSHIP OF THE PARTIES. Consultant is and shall in all events
be an independent contractor, and nothing contained herein shall be construed as
constituting Consultant as an agent, partner, employee or legal representative
of Xxxxxx for any purpose whatsoever. Consultant shall be solely responsible for
the payment of all foreign country, federal, state, local taxes, social security
taxes and other taxes which may be claimed by any sovereign. CONSULTANT AGREES
TO INDEMNIFY AND HOLD XXXXXX, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS,
WITHOUT LIMITATION AS TO AMOUNT, FROM AND AGAINST ALL COSTS, EXPENSES, DAMAGES,
CLAIMS, SUITS, JUDGMENTS OR LIABILITY (INCLUDING REASONABLE ATTORNEYS' FEES AND
COURT COSTS) IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY SUCH TAXES.
7. MODIFICATION. No amendment, addition to, nor waiver of any of the
provisions of this Agreement shall be valid or enforceable unless in writing and
signed by both parties hereto.
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8. ENTIRE AGREEMENt. This document sets forth the entire agreement
between the parties and replaces any and all prior agreements between the
parties hereto whether oral or written concerning the parties' consulting
relationship and compensation for consulting services rendered by Consultant.
9. ASSIGNMENT. The respective rights and obligations of any party
hereto shall not be assignable without the prior written consent of the parties
thereto.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California, without regard to rules concerning conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in
the presence of the undersigned witnesses, this 7th day of May, 2001.
XXXXXX OIL AND GAS COMPANY
By: /s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Its: President
CONSULTANT
/s/Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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