CONSULTING SERVICES AGREEMENT BETWEEN:
Exhibit
10.27
CONSULTING SERVICES AGREEMENT BETWEEN:
DAYBREAK
OIL AND GAS, INC. (Hereinafter the "Company")
AND
XXXXXXX
X. XXXXXXX (Hereinafter the "Consultant')
WHEREAS,
the Company desires to be assured of the association and services of the
Consultant in order to avail itself of the Consultant's experience, skills,
abilities, knowledge and background as an public oil and gas industry executive
and to advise the Company in public oil and gas industry business and/or
financial matters and is therefore willing to engage the Consultant upon
the
terms and conditions set forth herein.
WHEREAS,
the Consultant agrees to be engaged and retained by the Company and upon
the
terms and conditions set forth herein.
NOW
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and suffiency of which are hereby acknowledged,
the
parties hereto agree as follows:
1. Engagement
The
Company hereby engages the Consultant on a non exclusive basis, and the
Consultant hereby accepts the engagement to become a consultant to the Company
and to render such advice, consultation, information and services to the
directors and officers of the Company regarding public oil and gas industry
business matters and public company corporate governance
matters.
It
shall
be expressly understood that Consultant shall have no power to bind the Company
to any contract or obligation or to transact any business in the Company's
name
or on behalf of the Company in any manner.
2.
Term
The
term
of this Agreement shall commence on the date hereof and continue for Seven
(7)
months. The Agreement may be extended upon agreement by both
parties.
3. Compensation
and fees
The
Company shall pay to the Consultant:
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a)
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Consulting
Fees in the amount of one hundred fifty ($150.00) dollars per hour
for
time spent on the business of the Company including but not limited
to
telephone conversations, personal conferences, strategy development
and
planning, letter and document preparation and review, research
and
drafting.
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b)
|
the
Consultant will also be paid for expenses incurred or advanced
on your behalf.
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c)
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The
Consultant will also be paid a monthly miscellaneous expense
fee of $1,500.00 per month.
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4. Exclusivity,
Performance and Confidentiality
The
services of the Consultant hereunder shall not be exclusive, and Consultant
and
its agents may perform similar or different services for other persons or
entities whether or not they are competitors of the Company. The Consultant
shall be required to expend only such time as is necessary to service the
Company in a commercially reasonable manner. The Consultant acknowledges
and
agrees that confidential and valuable information proprietary to the Company
and
obtained during its engagement by the Company shall not be directly or
indirectly, disclosed without the prior written consent of the Company, unless
and until such information is otherwise known to the public generally or
is not
otherwise secret and confidential.
5. Independent
Contractor
In
its
performance hereunder, the Consultant and its agents shall be independent
contractors. The Consultant shall complete the services required hereunder
according to his own means and methods of work, shall be in the exclusive
charge
and control of the Consultant and shall not be subject to the control or
supervision of the Company, except as to the results of the work or the extent
necessary for the Company to verify the Consultant's compliance with applicable
laws and regulations to which the Company may be subject. The Company
acknowledges that nothing in this Agreement shall be construed to require
the
Consultant to provide services to the Company at any specific time, or in
any
specific place or manner.
6. Waiver
No
waiver
of any of the provisions of this Agreement shall be deemed or shall constitute
a
waiver of any other provision and no waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver.
7. Complete
Agreement
No
supplement, modification or amendment of the Agreement shall be binding unless
executed in writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements or
negotiations.
8. General
Provisions
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a.
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This
Agreement shall in all respects be interpreted, enforced and governed
under the laws of State of Washington. The language and all parts
of this
Agreement shall be in all cases construed as a whole and not strictly
for
or against any individual
party.
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b.
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Any
dispute arising under in any way related to this agreement shall
be
submitted to binding arbitration by the American Arbitration Association
in accordance with the Association's commercial rules then in effect.
The
arbitration may be conducted in person, by telephone or online
as agreed
by all parties. The arbitration shall be binding on the parties
and the
arbitration award may be confirmed by ant court of competent
jurisdiction.
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9. Counterparts
and facsimile
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original and all of which shall constitute one agreement.
A
telefacsimile of this Agreement may be relied upon as full and sufficient
evidence as an original.
IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
the 1st day of
August 2006.
Daybreak
Oil and Gas, Inc.
| /s/ XXXXXXX X. XXXXXXX | |||
| Xxxxxxx X. Xxxxxxx | |||
| Date: 8/1/06 | |||
/s/Xxxxxx
X. Xxxxxxxxx, Treasurer
