CONSULTING AGREEMENT
Exhibit
10.64
THIS
CONSULTING AGREEMENT
(“Agreement”) is entered into 24 October 2007, by and between Tekoil & Gas
Corporation, a Delaware Corporation (the “Company”) and Portland Worldwide
Investments Limited, a company established under the laws of the British Virgin
Islands (hereinafter the “Consultant”).
RECITALS
A. The
Company desires to retain Consultant as an independent contractor to perform
certain consulting services, as specified below, and Consultant desires to
provide such services to the Company.
B. The
parties desire to enter into this Agreement to set forth the obligations and
responsibilities of each in connection with their relationship.
In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the parties hereto agree as follows:
| 1) |
Services:
The Company hereby retains Consultant and Consultant hereby agrees
to
perform consulting services for the Company in accordance with the
terms,
conditions and covenants set forth in this Agreement. Subject to
the
supervision and direction of the Company, Consultant will perform
the
services described in Schedule
A
attached to and made a part of this Agreement, and such other services
as
reasonably requested from time to time by the Company (the “Services”).
Consultant shall devote so much of his productive time, ability and
attention to the business of the Company during the term of this
Agreement
as is required for the full performance of the Services consistent
with
the standard of care for consultants in similar business enterprises.
Consultant shall provide the personnel and administrative services
necessary to provide the Services.
|
| 2) |
Term:
The term of this Agreement shall commence as of the date of this
Agreement
and shall continue in full force for 18 months, unless earlier terminated
as provided herein. This Agreement may be renewed only upon the written
mutual agreement of the parties.
|
| 3) |
Compensation:
As compensation for Consultant’s services as a consultant pursuant hereto,
the Company agrees to provide the Consultant with the compensation
set
forth in Schedule
B in
the manner and to the extent set forth in such Schedule. To the extent
that such compensation shall comprise, in whole or in part, any stock
options or other securities, the Consultant shall, as a condition
precedent to his receipt of any such consideration, execute any and
all
documents reasonably requested by the Company in connection therewith,
including an investor affidavit, stock acquisition agreement and/or
a
stock option agreement.
|
| 4) |
Contractor’s
Representations:
Consultant represents and warrants that Consultant is free to enter
into
this Agreement with the Company and that Consultant is not bound
by any
agreement, document or obligation that may prevent, or infringe on,
his
ability to perform any of the Services contemplated by this
Agreement.
|
| 5) |
Expenses:
Consultant shall be responsible for its own expenses in connection
with
its performance hereunder.
|
| 6) |
Relationship
of the Parties:
Consultant under this Agreement is and shall act as an independent
contractor, and not as an agent, servant, partner, or employee of
the
Company. Nothing in this Agreement shall be construed to imply that
either
the Consultant or its agents or employees are officers or employees
of the
Company; or that this Agreement creates, in any manner, a partnership,
joint venture, or other arrangement between Consultant and the Company.
Consultant shall assume full responsibility to and for all of its
agents
and employees under federal, state and local laws or regulations
regarding
employees’ liability, worker’s compensation, unemployment insurance,
income tax withholding, and authorization for employment, as well
as any
other acts, laws or regulations of similar import. Consultant hereby
acknowledges and agrees that it shall have no authority to enter
into any
contract or agreement to bind the Company, except as specifically
authorized by the Company and that in connection with the performance
of
the Services it shall have no authority to make any representations
of any
kind with respect to or on behalf of the Company.
|
| 7) |
Personal
Services:
Consultant shall be personally responsible for the performance of
the
Services described herein, and shall be responsible for any persons
employed by Consultant to assist Consultant in the performance of
such
Services.
|
| 8) |
Non-Exclusive
Services:
The Services to be performed by the Consultant shall not prohibit
the
Consultant from performing similar consulting services to others
so long
as the performance of such services do not violate the other provisions
of
this Agreement.
|
| 9) |
Non-Disclosure
Covenant and Non-Circumvent:
Consultant covenants and agrees that it will not, at any time during
the
term of this Agreement, or at any time thereafter, communicate or
disclose
to any person, or use for its own account or for the account of any
other
person, without the prior written consent of the Company, any confidential
knowledge or information concerning any patents, inventions, know-how,
processes or equipment used in, or any trade secret or confidential
information concerning the business and affairs of the Company or
any of
its affiliates acquired by the Consultant during the term of this
Agreement. The same shall not be used by Consultant in any manner
other
than in performance of the Services and all written material relating
to
the foregoing shall be returned to the Company promptly at the termination
of this Agreement. Consultant will not allow such confidential knowledge
and information or documents to be delivered by it or any person
or entity
outside the Company without duly authorized specific direction or
consent
by the Company. Consultant further covenants and agrees that, during
the
term of this Agreement and thereafter, it will retain all such
confidential knowledge and information concerning the foregoing,
in trust,
for the sole benefit of the Company and its affiliates and their
respective successors and assigns. Consultant shall ensure of the
compliance of all of its employees and agents with the provisions
of this
convenant.
|
| 10) |
Notices:
Any notice of communication to be given under the terms of this Agreement
shall be in writing and delivered in person or deposited, certified
or
registered, in the United States Mail, postage prepaid, addressed
as
follows:
|
If
to
Consultant:
3rd
Floor,
Xxxx Xxxxx Building
Wickhams
Cay 1
Road
Town
Tortola,
British Virgin Islands
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If
to
Company:
25025
Interstate 00 Xxxxx,
Xxxxx
000,
Xxx
Xxxxxxxxx, XX 00000,
Xxxxxx
Xxxxxx
| 11) |
Severability:
In the event that any provision of this Agreement is held to be invalid,
void or illegal by any court of competent jurisdiction, then the
court
making such determination may reduce the obligations so as to be
enforceable according to applicable law and enforce such obligations
as
reduced. The remaining provisions of this Agreement shall be enforced
according to their terms.
|
| 12) |
Termination,
Modification and Amendment:
This Agreement shall not be altered or amended, except in writing,
signed
by all parties hereto, or such parties authorized agents. The Company
shall not be entitled to terminate this Agreement prior to the expiration
of its term.
|
| 13) |
Entire
Agreement:
This Agreement constitutes and embodies the full and complete
understanding and agreement of the parties hereto with respect to
the
subject matter hereof and supersedes all prior understandings or
agreements, whether oral or in
writing.
|
| 14) |
Governing
Law; Venue; Cost of Enforcement:
This Agreement shall be governed by and construed in accordance with
the
laws of the State of Florida, without regard to the conflict of law
principles thereof. The exclusive jurisdiction for any claim, action
or
proceeding in connection with this Agreement shall be in the appropriate
state or federal courts located in Orange County, Florida and the
parties
submit themselves to such jurisdiction for matters arising in connection
with this Agreement. In the event of the bringing of any action by
either
party hereto against the other arising out of this Agreement, the
party
who is determined to be prevailing party shall be entitled to recover
from
the other party all costs and expenses of suit, including reasonable
attorney’s fees.
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| 15) |
No
Waiver By Failure to Act
Neither any failure nor any delay on the part of either party hereto
in
exercising any right hereunder shall operate as a waiver thereof;
nor
shall any single or partial exercise or any right hereunder preclude
any
other or further exercise thereof or the exercise of any other
right.
|
| 16) |
Assignment.
This Agreement shall inure to the benefit of, and shall be binding
upon,
the successors and assigns of the parties hereto; provided, however,
that
Consultant shall not assign any right herein or delegate any duties
without the prior written consent of the
Company.
|
[signature
page follows]
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IN
WITNESS WHEREOF, this Consulting Agreement has been executed as of the day
and
year first written above.
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“Company”
|
“Consultant” | |||
|
Tekoil
& Gas Corporation
|
Portland Worldwide Investments Limited | |||
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By:
|
/s/
Xxxx X. Western
|
By:
|
/s/
Xxxxxx Xxxxxx
|
|
|
Title:
|
President
and CEO
|
Title:
|
Director
|
|
|
Date:
|
October
24, 2007
|
Date:
|
24/10/2007
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Schedule
A
Services
To Be Performed By Consultant
Consultant
will provide consulting services to the Company in connection with the
development of the Company’s oil assets.
5
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Schedule
B
Compensation
to Consultant
The
Company shall pay the following compensation Consultant for the Services
rendered pursuant to this Agreement:
|
First
day of
|
US$
|
|||
|
November
2007
|
16,527.78
|
|||
|
December
2007
|
70,833.33
|
|||
|
January
2008
|
73,194.44
|
|||
|
February
2008
|
73,194.44
|
|||
|
March
2008
|
68,472.22
|
|||
|
April
2008
|
73,194.44
|
|||
|
May
2008
|
70,833.33
|
|||
|
June
2008
|
67,094.91
|
|||
|
July
2008
|
59,027.78
|
|||
|
August
2008
|
54,895.84
|
|||
|
September
2008
|
48,796.31
|
|||
|
October
2008
|
41,319.46
|
|||
|
November
2008
|
36,597.24
|
|||
|
December
2008
|
29,513.91
|
|||
|
January
2009
|
24,398.17
|
|||
|
February
2009
|
18,298.64
|
|||
|
March
2009
|
11,018.54
|
|||
|
April
2009
|
6,099.57
|
|||
In
the
event the first (1st) day of a calendar month falls on a day that is not a
Business Day, the amount due shall be paid on the next succeeding Business
Day.
In
the
event any amount set forth above is not paid on the date on which it is due,
such amount shall accrue interest at a rate of twenty three percent (23%) per
annum from the due date until the date of actual payment calculated on the
basis
of a year of 360 days.
In
the
event Consultant shall have rendered more or less Services during a particular
month, the Company and Consultant shall sign an act of acceptance of Services
setting forth the amount due for such month in lieu of the amount set forth
above.
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