CONSULTING AGREEMENT
AGREEMENT made as of this 31st day of July, 2009 by and between Sun
River Energy, Inc., the ("Company"), located at 0000 Xxxxxxx Xxxx, Xxxxxx, XX
00000 and Cicerone Corporate Development, LLC, (the "Consultant"), located at
501 Trophy Lake, 314 XXX 000, Xxxxxx Xxxx, Xxxxx 00000.
WHEREAS, the Company desires professional guidance and advice regarding
financing of all types and desires Consultant to aid it in business planning
matters; and
WHEREAS, Consultant has expertise in the area of corporate structure,
strategic planning and capital development and implementation; and is willing to
act as a consultant to the Company upon the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties hereto agree as follows:
1. Duties, Scope of Agreement, and Relationship of the Parties
(a) The company hereby agrees to retain Consultant as an advisor and
consultant on business matters, consistent with Consultant's expertise and
ability, and Consultant agrees to consult with the Company during the term of
this Agreement. All parties understand that Consultant has many other business
interests and will devote as much time as in its discretion as necessary to
perform its duties under this Agreement. In addition, the company understands
that consultant's efforts on behalf of his other interests are the sole and
separate property of Consultant.
(b) The services rendered by consultant to the company pursuant to this
Agreement shall be as an independent contractor, and this Agreement does not
make Consultant the employee, agent, or legal representative of the Company for
any purpose whatsoever, including without limitation, participation in any
benefits or privileges given or extended by the Company to its employees. No
right or authority is granted to Consultant to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the name of
the company, expect as may be set forth herein. The company shall not withhold
for Consultant any federal or state taxes from the amounts to be paid to
consultant hereunder, and Consultant agrees that he will pay all taxes due on
such amounts.
(c) Consultant agrees to make available to Company its services, which
include strategic planning, assistance in business development, internal capital
structuring, and the structuring of new debt and equity offerings. Consultant
shall provide planning for and other advisory services as the Company may
specifically request. Specific fees for each separate service rendered by
Consultant shall be established at the time Consultant is requested to undertake
each service.
2. Compensation
(a) In the event that the Company receives funding from any source introduced by
said Consultant, recognizing that the negotiation and structure of
capitalization requires substantial time and expertise, then said Consultant
shall be paid in lieu of billable hours in the following form:
The Company will pay the Consultant 1% of cash raised, as a
finders fee, in lieu of billable hours and expenses via a cashier's
check, money, order, or bank wire only.
(b) The Company will issue 20,000 shares on the first of each calendar
month and 20,000 cashless exercise warrants to purchase shares at the then
closing price, per month exercisable for 2 years from issue as payment for
consulting services for so long as this agreement is in force, to be issued
monthly in arrears, as of end of each calendar month.
(c) Other forms of compensation may occur depending on the nature of a
specific transaction and only upon the mutual agreement of both parties. For
acreage sales or leases, 5% of cash price shall be paid in cash and 5% of cash
price shall be paid in Company stock @ then current price (BID).
3. Expenses
The Company shall reimburse Consultant for all pre-approved reasonable
and necessary expenses incurred by it in carrying out its duties under this
Agreement. Consultant shall submit related receipts and documentation with his
request for reimbursement.
4. Renewal; Termination
(a) This Agreement shall continue in effect until terminated by the
parties. Either of the parties may terminate this agreement after 6 months by
written notice 30 days in advance, however any finders fees due for cash raised
shall remain due and payable.
(b) Subject to the continuing obligations of Consultant under Section 5
below, either party may terminate this Agreement at any time if the other party
shall fail to fulfill any material obligation under this Agreement and shall not
have cured the breach within 10 days after having received notice thereof.
(c) Termination or expiration of this Agreement shall not extinguish
any rights of compensation that shall accrue prior to the termination.
5. Confidential Information
(a) "Confidential Information," as used in this Section 5, means
information that is not generally known and that is proprietary to the Company
or that the Company is obligated to treat as proprietary. This information
includes, without limitation:
(i) Trade secret information about the Company and its products;
(ii) Information concerning the Company's business as the Company has
conducted it since the Company's incorporation or as it may conduct it
in the future; and
(iii)Information concerning any of the Company's past, current, or possible
future products, including (without limitation) information about the
Company's research, development, engineering, purchasing,
manufacturing, accounting, marketing, selling, or leasing efforts.
(b) Any information that Consultant reasonably considers Confidential
Information, or that the Company treats as Confidential Information, will be
presumed to be Confidential Information (whether Consultant or others originated
it and regardless of how it obtained it).
(c) Except as required in its duties to the Company, Consultant will
never, either during or after the term of this Agreement, use or disclose
confidential Information to any person not authorized by the Company to receive
it.
(d) If this Agreement is terminated, Consultant will promptly turn over
to the Company all records and any compositions, articles, devices, apparatus
and other items that disclose, describe, or embody Confidential Information,
including all copies, reproductions, and specimens of the Confidential
Information in its possession, regardless of who prepared them. The rights of
the Company set forth in this Section 5 are in addition to any rights of the
Company with respect to protection of trade secrets or confidential information
arising out of the common or statutory laws of the State of Colorado or any
other state or any country wherein Consultant may from time to time perform
services pursuant to this Agreement. This Section 5 shall survive the
termination or expiration of this Agreement.
6. False or Misleading Information
The Company warrants that it will provide Consultant with accurate
financial, corporate, and other data required by Consultant and
necessary for full disclosure of all facts relevant to any efforts
required of Consultant under this Agreement. Such information shall be
furnished promptly upon request. If the Company fails to provide such
information, or if any information provided by the Company to
Consultant shall be false or misleading, or if the Company omits or
fails to provide or withholds relevant material information to
Consultant or to any professionals engaged pursuant to paragraph 5(d)
above, then, in such event, any and all fees paid hereunder will be
retained by Consultant as liquidated damages and this Agreement shall
be null and void and Consultant shall have no further obligation
hereunder. Further, by execution of this Agreement, the Company hereby
indemnifies Consultant from any and all costs for expenses or damages
incurred and holds Consultant harmless from any and all claims and/or
actions that may arise out of providing false or misleading information
or by omitting relevant information in connection with the efforts
required of Consultant under this Agreement.
7. Miscellaneous
(a) Successors and Assigns. This Agreement is binding on and ensures to
the benefit of the Company, its successors and assigns, all of which are
included in the term the "Company" as it is used in this Agreement and upon
Consultant, its successors and assigns. Neither this Agreement nor any duty or
right hereunder will be assignable or otherwise transferable by either party
without the written consent of the other party, except that the Company shall
assign this Agreement in connection with a merger, consolidation, assignment,
sale or other disposition of substantially all of its assets or business. This
Agreement will be deemed materially breached by the Company if its successor or
assign does not assume substantially all of the company's obligations under this
Agreement.
(b) Modification. This Agreement may be modified or amended only by a
writing signed by both the Company and Consultant.
(c) Governing Law. The laws of Colorado will govern the validity,
construction, and performance of this Agreement. Any legal proceeding related to
this Agreement will be brought in an appropriate Colorado court, and both the
Company and Consultant hereby consent to the exclusive jurisdiction of that
court for this purpose.
(d) Construction. Wherever possible, each provision of this Agreement will
be interpreted so that it is valid under the applicable law. If any provision of
this Agreement is to any extent invalid under the applicable law that provision
will still be effective to the extent it remains valid. The remainder of this
Agreement also will continue to be valid, and the entire Agreement will continue
to be valid in other jurisdictions.
(e) Waivers. No failure or delay by either the Company or Consultant in
exercising any right or remedy under this Agreement will waive any provision of
the Agreement, nor will any single or partial exercise by either the Company or
Consultant of any right or remedy under this Agreement preclude either of them
from otherwise or further exercising these rights or remedies, or any other
rights or remedies granted by any law or any related document.
(f) Captions. The headings in this Agreement are for convenience only and
do not affect this Agreement's interpretation.
(g) Entire Agreement. This Agreement supersedes all previous and
contemporaneous oral negotiations, commitments, writings, and understandings
between the parties concerning the matters in this Agreement.
(h) Notices. All notices and other communications required or permitted
under this Agreement shall be in writing and sent by registered first-class
mail, postage prepaid, and shall be effective five days after mailing to the
addresses stated below. These addresses may be changed at any time by like
notice.
In the case of the Company:
Sun River Energy, Inc.
Attn: Xx. Xxxxxx Xxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
In the case of Consultant:
Cicerone Corporate Development,
LLC 501 Trophy Lake, 314 PMB
000, Xxxxxx Xxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
Sun River Energy, Inc. Cicerone Corporate Development, LLC
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
------------------------- -------------------------------
President Manager/Member
