INDEPENDENT CONTRACTOR AGREEMENT
Exhibit
10.10
This
Agreement is entered into as of the 1st
day of
February, 2007, between Osage energy Corporation (“the Company”) and Ran Xxxxxx
(“the Contractor”).
| 1. |
Independent
Contractor.
Subject to the terms and conditions of this Agreement, the Company
hereby
engages the Contractor as an independent contractor to perform the
services set forth herein, and the Contractor hereby accepts such
engagement.
|
| 2. |
Duties,
Term, and Compensation.
The Contractor’s duties, term of engagement, compensation and provisions
for payment thereof are detailed in the attached Exhibit A, which
may be
amended in writing from time to time by the Contractor and agreed
to by
the Company, and which collectively are hereby incorporated by
reference.
|
| 3. |
Expenses.
During the term of this Agreement, the Contractor shall xxxx and
the
Company shall reimburse the Contractor for all reasonable and approved
out-of-pocket expenses which are incurred in connection with the
performance of the duties hereunder. Notwithstanding the foregoing,
expenses for the time spend by Consultant in traveling to and from
Company
facilities shall not be
reimbursable.
|
| 4. |
Confidentiality.
The Contractor acknowledges that during the engagement he will have
access
to and become acquainted with various trade secrets, inventions,
innovations, processes, information, records and specifications owned
or
licensed by the Company and/or used by the Company in connection
with the
operation of its business including, without limitation, the Company’s
business and product processes, methods, customer lists, accounts
and
procedures. The Contractor agrees that he will not disclose any of
the
aforesaid, directly or indirectly, or use any of them in any manner,
either during the term of this Agreement or at any time thereafter,
except
as required in the course of this engagement with the Company. All
files,
records, documents, blueprints, specifications, information, letters,
notes, media lists, original artwork/creative, notebooks, and similar
items relating to the business of the Company, whether prepared by
the
Contractor or otherwise coming into his possession, shall remain
the
exclusive property of the Company. The Contractor shall not retain
any
copies of the foregoing without the Company’s prior written permission.
Upon the expiration or earlier termination of this Agreement, or
whenever
requested by the Company, the Contractor shall immediately deliver
to the
Company all such files, records, documents, specifications, information,
and other items in his possession or under his control.
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| 5. |
Conflicts
of Interest; Non-hire Provision.
The Contractor represents that he is free to enter into this Agreement,
and that this engagement does not violate the terms of any agreement
between the Contractor and any third party. Further, the Contractor,
in
rendering his duties shall not utilize any invention, discovery,
development, improvement, innovation, or trade secret in which he
does not
have a proprietary interest. During the term of this agreement, the
Contractor shall devote as much of his productive time, energy and
abilities to the performance of his duties hereunder as is necessary
to
perform the required duties in a timely and productive manner. The
Contractor is expressly free to perform services for other parties
while
performing services for the Company.
|
| 6. |
Merger.
This Agreement shall not be terminated by the merger or consolidation
of
the Company into or with any other
entity.
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| 7. |
Termination.
The Company may terminate this Agreement at any time by 30 days’ written
notice to the Contractor.
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| 8. |
Independent
Contractor.
This Agreement shall not render the Contractor an employee, partner,
agent
of, or joint venturer with the Company for any purpose. The Contractor
is
and will remain an independent contractor in his relationship to
the
Company. The Company shall not be responsible for withholding taxes
with
respect to the Contractor’s compensation hereunder. The Contractor shall
have no claim against the Company hereunder or otherwise for vacation
pay,
sick leave, retirement benefits, social security, worker’s compensation,
health or disability benefits, unemployment insurance benefits, or
employee benefits of any kind.
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| 9. |
Successors
and Assigns.
All of the provisions of this Agreement shall be binding upon and
inure to
the benefit of the parties hereto and their respective heirs, if
any,
successors, and assigns.
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| 10. |
Choice
of Law.
The laws of the state of California shall govern the validity of
this
Agreement, the construction of its terms and the interpretation of
the
rights and duties of the parties
hereto.
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| 11. |
Arbitration.
Any controversies arising out of the terms of this Agreement or its
interpretation shall be settled in San Diego, California in accordance
with the rules of the American Arbitration Association, and the judgment
upon award may be entered in any court having jurisdiction
thereof.
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| 12. |
Headings.
Section
headings are not to be considered a part of this Agreement and are
not
intended to be a full and accurate description of the contents
hereof.
|
| 13. |
Waiver.
Waiver by one party hereto of breach of any provision of this Agreement
by
the other shall not operate or be construed as a continuing
waiver.
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| 14. |
Assignment.
The Contractor shall not assign any of his rights under this Agreement,
or
delegate the performance of any of his duties hereunder, without
the prior
written consent of the Company.
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| 15. |
Notices.
Any and all notices, demands, or other communications required or
desired
to be given hereunder by any party shall be in writing and shall
be
validly given or made to another party if personally served, or if
deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested. If such notice or demand is served
personally, notice shall be deemed constructively made at the time
of such
personal service. If such notice, demand or other communication is
given
by mail, such notice shall be conclusively deemed given five days
after
deposit thereof in the United States mail addressed to the party
to whom
such notice, demand or other communication is to be given as
follows:
|
| If to the Contractor: |
Ran
Xxxxxx
|
00000
Xxxxxxxx Xxxxx
Xxx
Xxxxx, XX 00000
Tel:
(000) 000-0000
| If to the Company: |
Osage
Energy Corporation
|
Attn:
Xxx
Xxxxxxxx, President and CEO
000
Xxxxxxxx Xxxxxx
Xxxxx
000
Xx
Xxxxx,
XX 00000
Any
party
hereto may change its address for purposes of this paragraph by written notice
given in the manner provided above.
| 16. |
Modification
or Amendment.
No
amendment, change or modification of this Agreement shall be valid
unless
in writing signed by the parties
hereto.
|
| 17. |
Entire
Understanding.
This document and any exhibit attached constitute the entire understanding
and agreement of the parties, and any and all prior agreements,
understandings, and representations are hereby terminated and canceled
in
their entirety and are of no further force and
effect.
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| 18. |
Unenforceability
of Provisions.
If
any provision of this Agreement, or any portion thereof, is held
to be
invalid and unenforceable, then the remainder of this Agreement shall
nevertheless remain in full force and
effect.
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IN
WITNESS WHEREOF the undersigned have executed this Agreement as of the day
and
year first written above. The parties hereto agree that facsimile signatures
shall be as effective as if originals.
Osage
Energy Corporation Ran
Xxxxxx
By:_______________________ By:____________________
Its:
President & CEO
SCHEDULE
A
DUTIES,
TERM, AND COMPENSATION
| DUTIES: |
The
Contractor will perform all duties typically required of a Chief
Financial
Officer, including overseeing and preparation of all accounting and
financial records, interaction with outside auditors and legal counsel
with respect to regulatory filings and all other financial duties
as
required by the Company.
|
He
will
report directly to Xxx Xxxxxxxx, President and CEO and to any other party
designated by Xxx Xxxxxxxx in connection with the performance of the duties
under this Agreement and shall fulfill any other duties reasonably requested
by
the Company and agreed to by the Contractor.
| TERM: |
This
engagement shall commence upon execution of this Agreement and shall
continue in full force and effect through May 30, 2007 and be
automatically renewed for an additional four months. Thereafter,
the
Agreement may only be extended by mutual agreement, unless terminated
earlier by operation of and in accordance with this
Agreement.
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COMPENSATION:
As
compensation for the services rendered pursuant to this Agreement, the Company
shall pay the Contractor the monthly sum of $6,250 to be paid on the
1st
day of
each month in advance.
