1
EXHIBIT 10.14
CONSULTING AGREEMENT
This Agreement is entered into as of the 1st day of April, 1997, by and
between Continental Natural Gas, Inc., an Oklahoma corporation ("Continental")
and Xxxxx Affiliates, Inc. ("Consultant").
RECITALS
A. Consultant has retained personnel with specialized tax,
accounting and business expertise. From time to time, Continental desires to
seek advice from Consultant with respect to such matters.
B. Continental desires to retain the services of Consultant and
Consultant desires to serve and perform such duties at such times and places
and upon such terms and conditions as hereinafter provided.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration this day paid by
each party to the other, the receipt and sufficiency of which are hereby
acknowledged, Continental and Consultant agree as follows:
1. Engagement. Continental hereby engages Consultant to render
business consulting services to Continental on an "as needed" basis and
Consultant agrees to provide such services to Continental. Such consulting
services shall be rendered by such employees or agents of Consultant as
Consultant may designate from time to time.
2. Term. The term of this Agreement shall begin as of the date
hereof and shall terminate on March 31, 1998; provided, however, that the term
of this Agreement shall be automatically renewed for month to month thereafter
unless either party has given written notice to the other party not less than
thirty (30) days prior to expiration of the initial term of this Agreement or
any extension thereof.
3. Compensation. As compensation to Consultant, Continental shall
pay Consultant the sum of $20,000 per calendar month, payable on the first day
of each month commencing on April 1, 1997.
4. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and shall be deemed to have been
given if personally delivered or if deposited in the United States mail, by
certified mail, with proper postage prepaid thereon, addressed as follows:
1
2
If to Continental: Continental Natural Gas, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, Vice President
If to Consultant: Xxxxx Affiliates, Inc.
0000 X. Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Attn: H. Xxx Xxxxxx, President
or to such other address as either party may hereafter advise the other by
notice given in accordance with the provisions hereof.
5. Waiver of Breach. The waiver by Continental of a breach of any
provision of this Agreement by Consultant shall not operate or be construed as
a waiver of any subsequent breach by Consultant.
6. Assignment. Continental may assign this Agreement to any
successor in interest of Continental's business. The rights and obligations of
the parties under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of Continental and Consultant;
provided, however, that Consultant may not assign this Agreement without the
prior written consent of Continental.
7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same Agreement.
8. Governing Law. This Agreement shall be construed in accordance
with, and the rights and duties of the parties hereto shall be governed by, the
internal laws of the State of Oklahoma. The parties hereto irrevocably and
unconditionally consent to and submit themselves to the exclusive jurisdiction
of the courts of the State of Oklahoma located in Tulsa County, Oklahoma and
the courts of the United States of America located in the Northern District of
Oklahoma (collectively, the "Agreed Courts") with respect to any actions, suits
or proceedings arising out of or in connection with this Agreement and the
transactions contemplated hereby and the parties hereto agree not to commence
any action, suit or proceeding relating thereto except in such Agreed Courts.
The parties hereto further agree that service of any process, summons, notice,
or documents in accordance with paragraph 4 hereof shall be effective service
of process for any action, suit or proceeding brought. The parties hereto
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in the Agreed Courts and hereby further
irrevocably and unconditionally waive and agree not to plead or claim that any
such action, suit or proceeding brought in any of the Agreed Courts has been
brought in an inconvenient forum.
2
3
9. Entire Agreement. This instrument contains the entire Agreement
of the parties pertaining to Consultant's employment by Continental,
superseding all other agreements, whether oral or written, express or implied.
It may not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension
or discharge is sought.
10. Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity and enforceability of the other
provisions hereof.
11. Construction. Every covenant, term and provision of this
Agreement shall be construed simply according to its fair meaning and not
strictly for or against any party.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above set forth.
CONTINENTAL NATURAL GAS, INC.
By /s/ XXXXX X. XXXXX
-------------------------------------
Xxxxx X. Xxxxx, Vice President
"Continental"
XXXXX AFFILIATES, INC.
By /s/ H. XXX XXXXXX
-------------------------------------
H. Xxx Xxxxxx, President
"Consultant"
3
