CONSULTING AGREEMENT
AGREEMENT
made this 24th day of February, 2010, by and between Iromad, LLC, whose address
is 000 Xxxxxxxxx Xxx., 00 Xxxxx, Xxx Xxxx, XX 00000, (“Consultant"), and Xxxx
Xxxx Petroleum Corporation, whose principal place of business is located at
00000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxx 00000,
(“Company").
WHEREAS,
the Company desires to engage the services of the Consultant to perform for the
Company consulting services as an independent contractor and not as an employee;
and
WHEREAS,
Consultant desires to consult with the officers of the Company, and the
administrative staff, and to undertake for the Company consultation as provided
herein;
NOW,
THEREFORE, it is agreed as follows:
1. Term. The
respective duties and obligations of the contracting parties shall be for a
period of thirty six (36) months commencing on the date hereof; provided that if
the Buyer exercises the conversion option provided in Section 13.3 of that
certain Purchase and Sale and Participation Agreement dated of even date
herewith by and among Company and UHC Petroleum Corporation, as Seller and Xxxx
Rose Partners I LLC as Buyer, then after such payment in full, Company may
terminate this agreement upon thirty (30) days notice. Consultant may terminate
this agreement at any time upon thirty (30) days notice.
2. Consultations. Consultant
shall be available to consult with the officers of the Company at reasonable
times on technical and operational matters. Consultant shall not
represent the Company, its officers or any other members of the Company in any
transactions or communications nor shall Consultant make claim to do
so.
3. Liability. With regard to the
services to be performed by the Consultant pursuant to the terms of this
agreement, the Consultant shall not be liable to the Company, or to anyone who
may claim any right due to any relationship with the Corporation, for any acts
or omissions in the performance of services on the part of the Consultant or on
the part of the agents or employees of the Consultant, except when said acts or
omissions of the Consultant are due to willful misconduct or gross
negligence. The Company shall hold the Consultant free and harmless
from any obligations, costs, claims, judgments, attorneys' fees, and attachments
arising from or growing out of the services rendered to the Company pursuant to
the terms of this agreement or in any way connected with the rendering of
services, except when the same shall arise due to the willful misconduct or
gross negligence of the Consultant and the Consultant is adjudged to be guilty
of willful misconduct or gross negligence by a court of competent
jurisdiction.
4. Compensation. A
minimum retainer of Twenty Five Thousand Dollars ($25,000.00) will be paid
Consultant monthly in advance by Company, and such amount shall be the sole
compensation under this agreement unless Consultant performs more than one
hundred (100) hours of work for Company in any month. Upon execution, Company
shall pay in advance the retainer for six (6) months, or
$150,000.00. If the hours expended by Consultant in any month exceed
100 hours, Consultant shall have the right to limit each future month’s
commitment to 100 hours in the absence of an agreement for compensation for such
excess work. In addition, the Company shall reimburse the
Consultant for any reasonable out of pocket expenses incurred by the Consultant
pursuant to the terms of this agreement. Invoices for reimbursement
for expenses in any month shall be paid to the Consultant by the tenth (10th)
day of the next following month.
5. Governing Law; Venue;
Severability. This Guaranty shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts or choice of law. Any legal action or
proceeding against Guarantor with respect to this Guaranty may be brought in the
courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Guaranty, Guarantor
hereby irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid
courts. Guarantor hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Guaranty brought in the
aforesaid courts and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. If any
provision of this Guaranty, or the application thereof to any person or
circumstance, is held invalid, such invalidity shall not affect any other
provisions which can be given effect without the invalid provision or
application, and to this end the provisions hereof shall be severable and the
remaining, valid provisions shall remain of full force and effect.
6. Notices. All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder (including without limitation under Section 1
above) shall be in writing and, unless otherwise specified herein, shall be (a)
personally served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by a reputable overnight
courier service with charges prepaid, or (d) transmitted by hand delivery,
telegram, or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below if delivered on a business day during normal business
hours, or the first business day following such delivery (if delivered other
than on a business day during normal business hours), (ii) on the first business
day following the date deposited with an overnight courier service with charges
prepaid, or (iii) on the fifth business day following the date of mailing
pursuant to subpart (b) above, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall
be:
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To
Company:
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00000
Xxxxxxxxxx Xxxxxxx
|
Xxxxx
000
Xxxx,
Xxxxx 00000
Attn: Xxxxxx Xxxxxx-Xxxxxxx,
President
Fax: (000) 000-0000
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To
Consultant:
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000
Xxxxxxxxx Xxx
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00
Xxxxx
Xxx Xxxx, XX 00000
Fax:
000-000-0000
Any party
may change its address by written notice in accordance with this
paragraph.
7.
Miscellaneous. This
agreement may not be assigned by either party without the prior written consent
of the other party. This agreement constitutes the only agreement between the
parties and supersedes any prior understandings or oral or written agreements
between the parties respecting the subject matter of this
agreement. No waiver, alteration, amendment or modification of any of
the provisions of this agreement shall be binding unless in writing and signed
by Company and Consultant.
IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement as of
the 24th day of February, 2010.
Xxxx Rose
Petroleum Corporation
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By:
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|
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Xxxxxx
Xxxxxx-Xxxxxxx,
President
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"Consultant"
