CONSULTING AGREEMENT
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EXHIBIT 10.2
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This Consulting Agreement is made as of the 15th day of May, 2008, by
and between Xxx Xxxx (“Consultant”), and Diamond I, Inc., a Delaware corporation
(the “Company”).
WHEREAS, the Company desires to be assured of the association and services
of Consultant above and beyond his services as a director of the Company;
and
WHEREAS, Consultant agrees to be engaged and retained by the Company upon
the terms and conditions set forth herein; and
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis,
to render consulting services with respect to the development and implementation
of a oil and gas business strategy on behalf of the Company. Consultant hereby
accepts such engagement and agrees to render such consulting services throughout
the term of this Agreement. Consultant agrees that it shall be responsible for
all expenses incurred in his performance hereunder. It is further agreed that
Consultant shall have no authority 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. The parties intend that Consultant shall perform his
services required hereunder as an independent contractor.
2. The term of this Agreement shall commence upon the mutual
execution of this Agreement and shall continue until May 14, 2009.
3. In consideration of the services to be performed by Consultant,
the Company agrees to pay to Consultant the following compensation:
the Company shall issue 8,000,000 shares of the Company’s $.001 par value
common stock upon the mutual execution of the Agreement.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant
to enable Consultant to perform his obligations hereunder.
B. The execution and performance of this Agreement by the
Company has been duly authorized by the Board of Directors of the
Company.
C. The performance by the Company of this Agreement will not
violate any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any contractual
obligation by which the Company may be bound.
5. Consultant
represents and warrants to the Company that:
A. Consultant is under no disability with respect to entering
into, and performing under, this Agreement.
B. The performance by Consultant under this Agreement will not
violate any applicable court decree, law or regulation, nor will it violate any
provisions of any contractual obligation by which Consultant may be
bound.
C. Consultant represents and warrants that it has investigated
the Company, its financial condition, business and prospects, and has had the
opportunity to ask questions of, and to receive answers from, the Company with
respect thereto. Consultant acknowledges that it is aware that the Company
currently lacks adequate capital to pursue its full plan of business.
D. Consultant represents and warrants to the Company that the
shares of common stock being acquired pursuant to this Agreement are being
acquired for his own account and for investment and not with a view to the
public resale or distribution of such shares and further acknowledges that the
shares being issued have not been registered under the Securities Act or any
state securities law and are “restricted securities”, as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they are
subsequently registered or an exemption from such registration is
available.
E. Consultant consents to the placement of a legend restricting
future transfer on the share certificates representing the shares of common
stock to be issued hereunder, which legend shall be in the following, or
similar, form:
“THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE UPON
THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT
OF 1933, AS AMENDED. THE STOCK MAY NOT BE TRANSFERRED WITHOUT REGISTRATION
EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”
6. Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other of a
confidential nature will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement, and upon completion of Consultant's
services and upon the written request of the Company, any original documentation
provided by the Company will be returned to it. Consultant, including each of
his affiliates, will not directly or indirectly buy or sell the securities of
the Company at any time when he or they are privy to non-public
information.
Consultant agrees that he will not disseminate any printed
matter relating to the Company without prior written approval of the
Company.
Consultant agrees that he will comply with all applicable
securities laws, in performing on behalf of the Company hereunder.
7. All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier. Notices will be deemed given upon
the earlier of actual receipt of three (3) business days after being mailed or
delivered to such courier service.
Notices shall be addressed to Consultant at:
Xxx Xxxx
________________________
________________________
and to the Company at:
Attention: Xxxxx Xxxxxx
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxx 00000
8. Miscellaneous.
A. In the event of a dispute between the parties arising out of
this Agreement, both Consultant and the Company agree to submit such dispute to
arbitration before the American Arbitration Association (the “Association”) at
its Dallas, Texas, offices, in accordance with the then-current rules of the
Association; the award given by the arbitrators shall be binding and a judgment
can be obtained on any such award in any court of competent jurisdiction. It is
expressly agreed that the arbitrators, as part of their award, can award
attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part,
and shall be binding upon the
parties, their heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts
which shall be deemed an original. It shall not be necessary that each party
execute each counterpart, or that any one counterpart be executed by more than
one party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
By: /s/ XXXXX XXXXXX
Xxxxx Xxxxxx
President
/s/ XXX XXXX
Xxx Xxxx
