EXHIBIT 10.22
SERVICES AGREEMENT
This Services Agreement (the "Agreement") is made and entered into effective
October 1, 1998 by and between Xxxxxx Xxxxx ("Xxxxx"), an individual and Co-
Chair of the Board of Directors of Cheniere Energy, Inc., and Cheniere Energy,
Inc. ("Cheniere"), a Delaware corporation with offices at 0000 Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000.
WHEREAS, Souki is experienced in business matters generally and particularly in
the financial development and management of development stage enterprises,
WHEREAS, the involvement of Souki in the day-to-day management and operations of
Cheniere has become increasingly substantial in recent months,
WHEREAS, to date, Souki has provided such services without compensation by
Cheniere, and
WHEREAS, Cheniere desires to be assured of its ability to retain the services of
Souki on an ongoing basis for several months, which represent a particularly
critical time in the development of Cheniere,
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, Souki and Cheniere hereby agree as follows:
1. Scope of Services
Cheniere hereby retains Souki to provide consulting services related to the
financing and management of Cheniere. In rendering the services described
herein, Souki shall comply with all the terms of this Agreement.
2. Compensation, Consideration and Payment
In full and complete compensation for all services provided hereunder Cheniere
agrees to pay or cause to be paid a consulting fee accruing at a rate of $10,000
per month (prorated for any partial months of service) plus reimbursement of
necessary and reasonable expenses. Payment shall be made at such time as
Cheniere shall determine in its sole discretion that it has adequate financial
resources to make the payments without creating an unreasonable financial burden
on Cheniere.
3. Term of Agreement
The term of this Agreement shall commence on October 1, 1998 and shall continue
for a period of six months or until terminated by either party as prescribed in
paragraph 7 below.
4. Independent Contractor
It is mutually agreed by Souki and Cheniere that for the purposes of this
Agreement and all services to be provided hereunder, Souki shall be, and shall
be deemed to be, an independent contractor, and not an employee of Cheniere.
1
5. Liability
Cheniere acknowledges that Souki has not made any expressed or implied warranty
regarding the services provided under this Agreement and Souki disclaims any
liability for Cheniere's actions. Cheniere agrees to and hereby holds Souki
harmless from all costs, expenses and claims arising out of or in connection
with this Agreement or any of the services provided hereunder, except in
connection with any gross negligence or willful misconduct on the part of
Souki..
6. Confidential Information
"Confidential Information" shall mean all confidential and/or proprietary
information, that or documents of Cheniere disclosed to Souki by Cheniere which
includes without limitation trade secrets, seismic data, technical data,
intellectual property, methods, practices and other information that relates to
past, present and future exploration, development and business activities,
except such information as has been made available to the general public through
reports, filings, press releases or other announcements by Cheniere. Souki
shall not disclose, or permit any other person or entity to use or disclose any
such Confidential Information. Upon termination or expiration of this
Agreement, Souki shall return to Cheniere all written or descriptive matter,
including but not limited to drawings, maps, plots, or other papers or documents
which contain any such Confidential Information, as promptly as possible, but in
no event later than five (5) days after such termination, expiration or request.
7. Termination
(a) This Agreement may be terminated without cause by either party upon thirty
(30) days written notice to the other party.
(b) In the event Souki willfully breaches this Agreement to provide services
pursuant to the terms hereof, Cheniere may terminate this Agreement by
giving Souki one (1) day written notice.
8. Entire Agreement
This Agreement contains the entire agreement between the parties and it
supersedes all prior agreements and understandings between the parties
respecting the subject matter hereof. This Agreement may not be amended,
changed or terminated orally by or on behalf of either party.
9. Governing Law and Compliance and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas. Souki shall comply with all applicable laws and
regulations. In the event of a dispute hereunder, the parties agree to submit
to binding arbitration under the auspices of the American Arbitration
Association, all costs and expenses of which shall be shared equally by the
parties. In addition, either party may apply for injunctive relief in any court
of competent jurisdiction to restrain the breach, or threatened breach of this
Agreement. No party shall be liable to the other party for consequential,
punitive, or incidental damages.
2
10. Notices
Any notice or request herein required or committed to be given hereunder shall
be given in writing.
11. Survivorship
The terms and provisions hereof shall survive the termination of this Agreement,
and shall remain in full force and effect thereafter, and shall be binding upon
the parties hereto, and their respective representatives, successors, and
authorized assigns.
12. Assignment
This Agreement may not be assigned or delegated, in whole or in part, without
prior written consent of the other party, which consent may be withheld in such
other party's sole discretion.
EXECUTED EFFECTIVE THE 1/ST/ OF OCTOBER, 1998
Xxxxxx Xxxxx Cheniere Energy, Inc.
/s/ XXXXXX XXXXX By: /s/ XXXXXXX X. XXXXXXX
---------------- ----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Co-Chairman of the Board
3
