CORPORATE ADVISOR
ENGAGEMENT AGREEMENT
THIS AGREEMENT is made as of this 1st day of October, 2009 by and
between Sun River Energy, Inc. (the "Company"), located at 0000 Xxxxxxx Xxxx,
Xxxxxx, Xxxxxxxx 00000 and Xxxxx Single (the "Consultant"), located at 0000 Xxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000
WHEREAS, the Company desires professional guidance and advice regarding
Energy Exploration and Development and desires Consultant to aid it in business
matters; and
WHEREAS, Consultant has expertise in the area of energy exploration and
capital development and implementation; and is willing to act as an advisor 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 on its
Advisory Board on energy 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 as an
Advisor on an as needed basis upon reasonable request. 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) The Company will issue 10,000 shares of restricted common stock to
Consultant as a retainer. This retainer is based on Consultant's estimate of the
billable hours for services for a period of one year after the date of this
Agreement at a rate of $200.00 per hour for a maximum of 75 hours. Company shall
issue said shares within sixty (60) days from the execution of this Agreement by
both parties. The restriction shall be for a six (6) month duration from issue,
after which the shares will be free-trading.
(b) Other forms of compensation may occur depending on the nature of a specific
engagement and only upon the mutual agreement of both parties.
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 the Company or the Consultant may terminate this Agreement by
giving the other party thirty (30) day's written notice, provided that in the
case of Consultant, the seventy-five (75) hours mentioned in Section 2 above has
been fulfilled. However, termination of Consultant by the Company shall not
relieve the Company of its financial obligations to Consultant as defined
herein.
(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 for a period of two (2) years after termination of this Agreement. However,
information in the possession of Consultant as of the Effective Date of this
Agreement, information that is public or becomes public, or information that is
required to be disclosed by a bona fide legal authority is exempt from this
Agreement.
(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. Consultant's Best efforts and No Warranty of Information
Consultant shall use its best efforts to use reliable information and
scientific techniques associated with the oil and gas business. However,
Consultant makes no warranty, either expressed or implied, as to the
completeness or interpretation of such information, nor does Consultant warrant
the information with regard to errors or omissions contained therein. Any
reserve estimates, price calculations, price forecasts, exploration potential
predictions or similar information provided by Consultant are, or may well be,
estimates only and should not be considered predictions of actual results.
8. Miscellaneous
(a) Successors and Assigns. This Agreement is binding on and ensures
to the benefit of the Company. Company cannot assign this
Agreement without Consultant's written 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.
Attention: Xxxxxx Xxxxx
c/o 0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Ph: 303-422-8127
Fx: 000-000-0000
In the case of Consultant:
Xxxxx Single
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Ph. 000-000-0000
Fx. 000-000-0000
(i) Indemnification. Company agrees to defend, indemnify and
hold harmless Consultant from and against any and all
claims, actions, liabilities, costs, expenses, including
attorney fees arising from claims made against Consultant in
connection with Company's possession or use of advice,
guidance, materials, information, data or other services
provided by Consultant under this Agreement.
(j) Conflicts of Interest. Company acknowledges that Consultant
is engaged in the business of providing services and
consulting for other oil and gas companies within the United
State and Canada. In the event Consultant is requested by
Company to provide advice and guidance on or about
geographical areas that may create a potential conflict of
interest between Consultant's other business matters and the
Company's operations, Consultant shall not be required by
Company to render advice and guidance on such an area.
Company and Consultant shall use their best efforts to
notify each other of any potential conflicts of interests.
In any event, Consultant's general knowledge that Company
plans to engage, or is actively engaging, in oil and gas
exploration within an area shall in no way preclude
Consultant, or Consultant's business entities, from
performing services or consulting for other oil and gas
companies within the same area.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
"The Company" "Consultant"
SUN RIVER ENERGY, INC. XXXXX SINGLE
By: By:
------------- ----------------
