MANAGEMEMT AND GOVERNANCE CONSULTANT AGREEMENT
THIS
AGREEMENT
dated
effective December 1, 2007, although executed on December 21, 2007 is made:
BETWEEN:
American
Xxxxx-Xxxxxx Inc.
000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
XX 00000 XXX
(referred
to as the “Company")
AND:
Sound
Energy Advisors LLC
000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
XX 00000 XXX
(referred
to as “Consultant")
1.
Consultation
Services
The
Company hereby engages the Consultant to perform the following services in
accordance with the terms and conditions set forth in this Agreement: The
Consultant will consult with the officers and employees of the Company
concerning matters relating to corporate management and governance, including
day-to-day operations, accounting, regulatory compliance, marketing and investor
relation services.
2.
Terms
of Agreement.
The
term
of this Agreement will commence December 1, 2007 and will continue until
November 30, 2009. Either party may terminate this Agreement by giving the
other
party thirty (30) days written notice delivered by registered mail or confirmed
email.
3.
Place
Where Services Will Be Rendered
The
Consultant will perform most services in accordance with this Agreement at
000
Xxxxxx Xxxxx, Xxxxxx, XX 00000. In addition, the Consultant will perform
services on the telephone and at such other places as designated by the Company
to perform these services in accordance with this Agreement.
4.
Payment
to Consultant
The
Consultant will be paid in advance on the 1st day of each month at the rate
of
Two Thousand Five Hundred Dollars in US funds (US$ 2,500.00) per month for
work
performed in accordance with this Agreement; Provided that the Consultant issues
an invoice to the Company on or before the first day of each month of the term.
The Company will reimburse the Consultant for all disbursements, including
travel, accommodation, printing, postage, long distance telephone charges and
other related costs, reasonably incurred by the Consultant for the purpose
of
the provision of the Consultant’s services to the Company within 10 days of
having received written receipts in respect of this disbursements, providing
that any such disbursement exceeding $500.00 must have been approved by the
Company in advance of its having been incurred; and providing further that
the
disbursements must be submitted once a month and will only be reimbursed once
a
month. The Consultant has the right to ask the Company for an advance payment,
if appropriate, to pay for certain disbursements that have been pre-approved
by
the Company.
5.
Independent
Contractor
Both
the
Company and the Consultant agree that the Consultant will at all times act
as an
independent contractor in the performance of its duties under this Contract.
Accordingly, the Consultant shall be solely responsible for payment of all
taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this Agreement, including by way of illustration
but not limitation, Federal and State income tax, business tax, and any other
taxes or business license fees as may be required to be paid.
6. Confidential
Information and Non-Competition
The
Consultant agrees that any information received by the Consultant or Xxxxxxx
Xxxxx Xxxxx during the performance of the Consultant's obligations pursuant
to
this Agreement or otherwise, regarding the business, financial, technological
or
other any other affairs of the Company or its personnel will be maintained
by
the Consultant and Xxxxxxx Xxxxx Xxxxx as strictly confidential and will not
be
revealed by the Consultant or Xxxxxxx Xxxxx Xxxxx to any other persons, firms,
organizations or other entities whatsoever. This covenant shall survive the
termination of this Agreement.
The
Consultant agrees that during the term of this Agreement and thereafter, it
and
Xxxxxxx Xxxxx Xxxxx will not compete or attempt to compete with the business
or
technology of the Company or in any other respects whatsoever.
7.
Employment
of Others
The
Company may from time to time request that the Consultant arrange for the
services of others. All costs to the Consultant for those services will be
paid
by the Company.
8.
Signatures
Both
the
Company and the Consultant agree to the above Contract.
9.
Entire
Agreement
This
agreement contains the entire agreement between the parties hereto with respect
to the Consultant’s engagement by the Company and supersedes any prior oral or
written agreements or understandings with respect hereto.
10.
Notices
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be delivered personally, sent be recognized overnight courier
or sent by registered or certified mail, return receipt requested, to the other
parties hereto at his or its address as set forth above, and shall be deemed
given when delivered, or if sent by registered or certified mail, five (5)
days
after mailing. Any party may change the address to which notices, requests,
demands, and other communications hereunder shall be sent by sending written
notice of such change of address to the other parties in the manner above
provided.
11.
Successors
and Assigns
Subject
to the terms of Paragraph 7, this Agreement shall inure to the benefit of,
and
be binding upon, the successors and assigns of the party hereto.
12.
Amendment
No
amendment of any provision of the Agreement, or consent to any departure
therefrom, shall be effective unless the same be in writing signed by the
parties.
13.
Waiver
The
waiver by the Company of any breach of any term or condition of the Agreement
shall not be deemed to constitute the waiver of any other breach of the same
or
any other term or condition hereof.
14.
Severability
Each
of
the terms and provisions of this Agreement is to be deemed severable in whole
or
in part and, if any terms or provision or the application thereof in any
circumstances should be invalid, illegal or unenforceable, the remaining terms
and provisions or the application of such term or provision to circumstances
other than those as to which it is held invalid, illegal or unenforceable shall
not be affected thereby and shall remain in full force and effect.
15.
Governing
Law
This
agreement and the enforcement thereof shall be governed and controlled in all
aspect by the laws of the State of Nevada.
14.
Counterparts
This
Agreement may be executed in several counterparts and all so executed shall
constitute one agreement binding on all the parties hereto, notwithstanding
that
all the parties are not signatories to the original or the same
counterpart.
AMERICAN
XXXXX-XXXXXX INC.
_________________________________________
Xxxxxxx
Xxxxx Xxxxx, Director
SOUND
ENERGY ADVISORS LLC
_________________________________________
Xxxxxxx
Xxxxx Xxxxx, President
