INDEPENDENT CONTRACTOR AGREEMENT
Exhibit 10.3
This
Independent Contractor Agreement (“Agreement”) is
entered into on May 10, 2018
(the “Effective Date”), by and between PEDEVCO Corp.
(the “Company”), located at 0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, and Xxxxxxx X.
Xxxxxxxx, an individual (the “Contractor”)
(collectively referred to as “Parties” or “the
Parties”).
Recitals
1.
Contractor has
expertise in the area of debt restructuring, strategic planning and
capital markets, and is willing to provide services to the Company
as detailed below on a non-exclusive basis.
2.
The Company is
willing to engage the Contractor as an independent contractor on a
non-exclusive basis under the terms and conditions set forth
herein.
Agreement
In
consideration of the foregoing and of the mutual promises set forth
herein, and intending to be legally bound, the parties hereto agree
as follows:
1.
Engagement
a.
The Company hereby
engages Contractor to perform and provide executive transition,
debt restructuring, strategic planning and capital markets support
and services as specifically requested from time to time by the
Company and accepted by Contractor.
b.
Contractor hereby
agrees to provide the Services described above. Contractor will
report to the Chief Executive Officer of the Company, or his
designees. Contractor accepts the engagement to provide these
services to the Company on the terms and conditions set forth
herein.
2.
Place and Time of Work and
Equipment. The Contractor may work at the Contractor’s
home office, the Company’s offices, or such other location as
determined by the Contractor, and at such times, as determined in
her sole reasonable discretion. The Contractor shall provide and
supply all equipment and tools necessary for the Contractor to
provide the services to the Company hereunder.
3.
Term: This Agreement will
commence on June 1, 2018,
and unless modified by mutual written agreement by the Parties,
shall continue for an initial term of twelve (12) months (the
“Initial Term”), renewing automatically for successive
one (1) month terms (each, a “Renewal Term”) thereafter
unless terminated by either party upon thirty (30) days prior
written notice during any such Renewal Term. Notwithstanding
anything to the contrary herein, (i) the Company may terminate this
Agreement at any time for Cause (as defined below), or (ii) by
Contractor upon thirty (30) days prior written notice. Such notice
shall be sent either via certified mail, return receipt requested,
for delivery by the US Postal Service, sent via electronic mail
with delivery confirmation by the recipient, or shall be hand
delivered.
1
For
purposes of this Agreement, the term “Cause” shall mean
my (1) conviction of, or plea of nolo contendere to, a felony or
any other crime involving moral turpitude; (2) fraud on or
misappropriation of any funds or property of the Company or any of
its affiliates, customers or vendors; (3) act of material
dishonesty, willful misconduct, willful violation of any law, rule
or regulation, or breach of fiduciary duty involving personal
profit, in each case made in connection with Contractor’s
responsibilities as an agent or representative of the Company and
which has, or could reasonably be deemed to result in, a Material
Adverse Effect upon the Company (a defined below); (4) illegal
use or distribution of drugs; (5) material violation of any policy
or code of conduct of the Company; or (6) material breach of
any provision of this Agreement or any other employment,
non-disclosure, non-competition, non-solicitation or other similar
agreement executed by Contractor for the benefit of the Company or
any of its affiliates, all as reasonably determined in good faith
by the Board of Directors of the Company. However, an event that is
or would constitute “Cause” shall cease to be
“Cause” if Contractor reverses the action or cures the
default that constitutes “Cause” within 10 days after
the Company notifies Contractor in writing that Cause
exists.
No act
or failure to act on Contractor’s part will be considered
“willful” unless it is done, or omitted to be done, by
Contractor in bad faith or without reasonable belief that such
action or omission was in the best interests of the Company. Any
act or failure to act that is based on authority given pursuant to
a resolution duly passed by the Board, or the advice of counsel to
the Company, shall be conclusively presumed to be done, or omitted
to be done, in good faith and in the best interests of the
Company.
For
purposes of this section, “Material Adverse Effect”
means any event, change or effect that is materially adverse to the
condition (financial or otherwise), properties, assets,
liabilities, business, operations or results of operations of the
Company or its subsidiaries, taken as a whole.
4.
Compensation and Expenses: The
Company shall pay to Contractor $5,000.00 per month, pro-rated for
partial months, for all services requested by the Company and
provided by Contractor to the Company hereunder.
Contractor shall
not be permitted to incur any expenses on behalf of the Company or
in furtherance of the services to be provided hereunder without
prior written approval by the Company.
1.
Contractor’s Business Activities
a.
Contractor shall
devote such time, attention, and energy necessary to perform the
services required of the Contractor under this
Agreement.
2.
Representations And Warranties:
Contractor represents and warrants
a.
That Contractor has
no obligations, legal or otherwise, inconsistent with the terms of
this Agreement or with Contractor’s undertaking this
relationship with the Company;
b.
That the
performances of the services called for by this Agreement do not
and will not violate any applicable law, rule, or regulation or any
proprietary or other right of any third party;
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c.
That Contractor
will not use in the performance of his responsibilities under this
Agreement any confidential information or trade secrets of any
other person or entity; and
d.
That Contractor has
not entered into or will not enter into any agreement in conflict
with this Agreement.
3.
Entire Agreement: This
Agreement contains the entire understanding and agreement between
the Parties hereto with respect to its subject matter and
supersedes any prior or contemporaneous written or oral agreements,
representations or warranties between them respecting the subject
matter hereof.
4.
Amendment: This Agreement may
only be amended by a writing signed by Contractor and a
representative of the Company duly authorized.
5.
Severability: If any term,
provision, covenant, or condition of this Agreement, or the
application thereof to any person, place, or circumstance, shall be
held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such
term, provision, covenant, or condition as applies to other
persons, places, and circumstances shall remain in full force and
effect.
6.
Rights Cumulative: The rights
and remedies provided by this Agreement are cumulative, and the
exercise of any right or remedy by either Party or its successors,
whether pursuant to this Agreement, to any other agreement, or to
law, shall not preclude or waive its right to exercise any or all
other rights and remedies.
7.
Nonwaiver: No failure or
neglect of either Party hereto in any instance to exercise any
right, power, or privilege hereunder or under law shall constitute
a waiver of any other right, power, or privilege or of the same
right, power, or privilege in any other instance. All waivers by
either Party hereto must be contained in a written instrument
signed by both Parties.
8.
Agreement To Perform Necessary
Acts: Contractor agrees to perform any further acts and
execute and deliver any documents that may be reasonably necessary
to carry out the provisions of this Agreement.
9.
Assignment: This Agreement may
not be assigned by the Contractor without the Company’s prior
written consent.
10.
Independent Contractor: The
relationship between the Parties is that of an independent
contractor. This Agreement is not authority for the Contractor to
act for the Company as its agent or make commitments for the
Company. Contractor will not be eligible for employee benefits, nor
will the Company make deductions from fees to the Contractor for
taxes, insurance, bonds, or the like. Contractor retains the
discretion in performing the tasks assigned, within the scope of
the work specified.
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11.
Confidentiality. The Contractor
acknowledges that in the course of his engagement with the Company,
he has received and will receive access to confidential information
of a special and unique value concerning the Company and its
business, including, without limitation, trade secrets, know-how,
lists of customers, employee records, books and records relating to
operations, oil and gas reserves and drilling information, costs or
providing service and equipment, operating and maintenance costs,
pricing criteria and other confidential information and knowledge
concerning the business of the Company and its affiliates
(hereinafter collectively referred to as “information”)
which the Company desires to protect. The Contractor acknowledges
that such information is confidential and the protection of such
confidential information against unauthorized use or disclosure is
of critical importance to the Company. The Contractor agrees that
he will not reveal such information to anyone outside the Company.
The Contractor further agrees that during the term of this
Agreement and thereafter he will not use or disclose such
information, other than in connection with the consulting services.
Upon termination of Contractor’s provision to the Company of
services hereunder or otherwise, the Contractor shall surrender to
the Company all papers, documents, writings and other property
produced by them or coming into their possession by or through the
Contractor’s engagement hereunder and relating to the
information referred to in this Section, and the Contractor agrees
that all such materials will at all times remain the property of
the Company. The obligation of confidentiality, non-use and non-
disclosure of know-how set forth in this Section shall not
extend to know-how (i) which was in the public domain prior to
disclosure by the disclosing party, (ii) which comes into the
public domain other than through a breach of this Agreement, or
(iii) which is disclosed to the Contractor after the
termination of this Agreement by a third party having legitimate
possession thereof and the unrestricted right to make such
disclosure. The agreements in this Section shall survive this
Agreement and shall continue for a period terminating one (1) year
following the termination of this Agreement.
12.
Taxes: The Contractor agrees
that he is solely responsible for paying when due all income taxes,
including estimated taxes, as a result of or in connection with the
compensation paid by the Company to the Contractor for services
rendered under this Agreement. The Company shall issue applicable
U.S. or other tax forms or reports to the Contractor with respect
to the compensation paid pursuant to this Agreement. The Contractor
hereby indemnifies, and undertakes to defend the Company and hold
it free and harmless from and against any demands or claims for any
taxes, interest or penalties assessed by any taxing authority with
respect to sums paid to the Contractor pursuant to this Agreement,
excluding, however, any unemployment insurance or related fees,
interest and penalties that may be imposed or assessed on the
Company by any taxing authority in the event such taxing authority
determines that the Contractor is an employee of the Company, which
fees and related interest and penalties shall be the responsibility
of the Company.
13.
Governing Law: This Agreement
shall be construed in accordance with, and all actions arising
hereunder shall be governed by, the laws of the State of
California.
14.
Indemnification: The Company
agrees to indemnify and hold harmless Contractor from and against
any losses, claims, damages and liabilities to which Contractor may
become subject under any applicable law, or otherwise, which relate
to or arise in any manner out of any services provided or work
performed by Contractor under this Agreement, and will promptly
reimburse Contractor for all reasonable expenses (including
reasonable fees and expenses of legal counsel) as incurred in
connection with the defense of any pending or threatened claim or
any action or proceeding arising therefrom, to which Contractor is
a party.
Notwithstanding the foregoing, the Company shall not be liable
under the foregoing to the extent that any loss, claim, damage,
liability or expense resulted from Contractor’s bad faith or
gross negligence.
4
The
Parties have executed this Independent Contractor Agreement on the
date first set forth above.
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Contractor
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Xxxxxxx X.
Xxxxxxxx
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/s/
Xxxxx X. Xxxxxxxxxx
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/s/
Xxxxxxx X. Xxxxxxxx
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Xxxxx X.
Xxxxxxxxxx
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Address:
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Chairman
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