CONSULTING AGREEMENT

Exhibit 10.16

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made and entered into as of the 30^th day of November, 2007, by and between Bois d’Arc Energy, Inc. a Nevada corporation (“BDE”), and Xxxxx X. Xxxxxx (“Xxxxxx”).

WHEREAS, Xxxxxx has retired from his employment as the Chief Executive Officer of BDE, effective November 30, 2007; and

WHEREAS, Xxxxxx is willing to provide consulting services to BDE;

NOW, THEREFORE, it is agreed as follows:

1.		Services. Xxxxxx agrees to perform consulting services for a term commencing on the date of this Agreement and ending on November 30, 2008 (the “Term”), on an as-needed basis, with a minimum commitment of ten (10) hours of services per month (the “Services”) and as the Chief Executive Officer of the Company may reasonably request.
2.		Consulting Fees and Expenses. BDE shall pay Xxxxxx a consulting fee of Fifty Thousand Dollars ($50,000.00) per month, payable in monthly installments during the Term of this Agreement, commencing December 1, 2007. The fee due hereunder shall include all expenses of Xxxxxx other than his direct travel expenses which shall be reimbursed to the extent provided in BDE’s travel reimbursement policies.
		Xxxxxx authorizes BDE to withhold from each installment of his consulting fee his share of the monthly premium for continuing coverage under the BDE group medical plan, in accordance with Paragraph 12(a)(2) of his Employment Agreement with BDE dated as of July 16, 2004 (the “Employment Agreement”). Xxxxxx authorizes BDE to withhold the premium for the remaining period of coverage (six months) from the final installment of his consulting fee for the period ending November 30, 2008.
3.		Release of Claims under Employment Agreement. In exchange for this Agreement, Xxxxxx fully and forever releases BDE from any claims for severance pay as set forth in Paragraph 12(a)(2) of his Employment Agreement.
4.		Termination. Xxxxxx may terminate this Agreement upon thirty (30) days’ advance written notice to BDE. The Company may terminate Xxxxxx for Cause. In the event of such termination, Xxxxxx shall be entitled to payment only for the Services performed through the date of termination. Upon termination, Xxxxxx shall immediately deliver to BDE Xxxxxx’x work in progress as well as any other materials provided to or created by Xxxxxx under this Agreement.
		“Cause” shall mean:

	a.		Should Xxxxxx engage in any activity that would in the opinion of BDE constitute a material conflict of interest with BDE’s oil and gas activities in the Gulf of Mexico; or
	b.		Should Xxxxxx willfully and continually fail to substantially perform its Services, be grossly negligent in the performance of its Services hereunder, or engage in conduct materially injurious to BDE.

5.		Proprietary Rights. For purposes of this Section 5, “Work Product” shall mean any and all ownership, moral and/or intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks and service marks, patentable inventions, discoveries and other ownership and intellectual property rights in or arising in connection with any ideas, drawings, plans, calculations, technical specifications, works of authorship, inventions, information, marks, photographs, concepts, programming, designs, documentation, technology, or other work product or materials that are created by Xxxxxx in connection with Xxxxxx’x work on behalf of BDE. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product created or provided to BDE during Xxxxxx’x work with BDE shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Xxxxxx’x “Work.” For purposes of this Agreement, “Work” shall mean (1) any direct assignments and required performance by or for BDE, and (2) any other productive output that relates to the business of BDE and is produced during the course of Xxxxxx’x engagement by BDE. For this purpose, Work may be considered present even after normal working hours, away from BDE’s premises, on an unsupervised basis, alone or with others. Unless otherwise provided in a subsequent writing signed by the President of BDE, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement.
		BDE shall own all rights in and to the Work Product. To this end, all Work Product is, was and shall hereafter be, a work made for hire for, and owned by, BDE within the meaning of Title 00, Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Code, as amended. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Xxxxxx for hire for BDE (or if ownership of all rights therein do not otherwise vest exclusively in BDE immediately), Xxxxxx hereby irrevocably assigns, conveys and otherwise transfers to

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BDE, and its respective successors, licensees, and assigns, all right, title and interest worldwide in and to such portion of the Work Product and all proprietary rights therein, including, without limitation, all copyrights, trademarks, design patents, trade secret rights, moral rights, and all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. In accordance with this assignment, BDE shall hold all ownership of all rights, without limitation, in and to all of the Work Product for its own use and for its legal representatives, assigns, and successors, and this assignment shall be binding on and extended to the heirs, assigns, representatives and successors of Xxxxxx. In the event Xxxxxx has any right or interest in the Work Product which cannot be assigned, Xxxxxx agrees to waive enforcement worldwide of any and all such rights or interests against BDE and its respective successors, licensees and assigns, and Xxxxxx hereby exclusively and irrevocably licenses any and all such rights and interests, worldwide, to BDE in perpetuity and royalty-free, along with the unfettered right to sublicense. All such rights are fully assignable by BDE. Xxxxxx hereby agrees that all Work Product is created or developed for the sole use of BDE, and that Xxxxxx has no right to utilize in any manner whatsoever or market in any manner whatsoever any such Work Product. Xxxxxx hereby irrevocably relinquishes for the benefit of BDE and its assigns any moral rights in the Work Product recognized by applicable law. BDE shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product.

Xxxxxx agrees to perform upon BDE’s request, during or after Xxxxxx’x Work or engagement, such further acts as may be necessary or desirable to transfer, perfect, and defend BDE’s ownership of the Work Product, including by (1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (3) providing testimony in connection with any proceeding affecting BDE’s rights in any Work Product.

Xxxxxx warrants that Xxxxxx’x Work for BDE does not and will not in any way conflict with any remaining obligations Xxxxxx may have with any prior employer or contractor. Xxxxxx also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Xxxxxx on behalf of himself and his affiliates, agents, transferees and assigns, does hereby fully release and discharge BDE, its agents, attorneys, officers, directors, predecessors, successors, affiliates, subsidiaries, trustees, transferees and assigns, of and from any claims or causes of action, known or unknown, xxxxxx or inchoate, whether arising in whole or in part prior to or after the date of this Agreement, which Xxxxxx has, may have, or may have ever had relating to the Work Product, including any claims or causes of action for copyright, patent, trademark, trade dress, service xxxx or other intellectual property infringement.

6.		Professional Standards. Xxxxxx hereby agrees that he shall perform the Services in accordance with the standard of care and diligence normally practiced by consultants performing similar services.
7.		Protection of Confidentiality. Xxxxxx acknowledges that BDE’s business depends on the preservation of its trade secrets and other confidential information (the “Confidential Information”). Xxxxxx agrees to at all times protect and preserve as confidential BDE’s Confidential Information. Xxxxxx will not at any time during his engagement by BDE or any time thereafter, without BDE’s prior written authorization, disclose BDE’s Confidential Information to any third party. Xxxxxx shall not at any time use or allow others to use any of the Confidential Information for any purpose other than for the sole benefit of BDE or as otherwise directed by BDE. Xxxxxx shall return BDE’s Confidential Information upon the termination of this Agreement or immediately upon an earlier request by BDE. Xxxxxx shall be bound by the obligations set forth in this Section both during and indefinitely after the term of this Agreement. BDE shall be entitled to obtain injunctive relief, in addition to any other remedies, to remedy any violation of this Section.
8.		Independent Contractor and Authority. Xxxxxx is an independent contractor engaged in the operation of his own business and is not an employee of BDE. This Agreement shall not create the relationship of employer and employee, a partnership or a joint venture between the parties. BDE shall not control or direct the details and means by which Xxxxxx performs his services. Xxxxxx shall determine the time or times during which he will perform its work, and the location where his work will be performed. Xxxxxx acknowledges and agrees that BDE shall not take any action or provide Xxxxxx with any benefits or commitments inconsistent with Xxxxxx’x independent contractor status. In particular, BDE shall not: (i) withhold FICA (Social Security) from Xxxxxx’x payments; (ii) make state or federal unemployment insurance contributions on behalf of Xxxxxx; (iii) withhold state and federal income tax from payment to Xxxxxx; (iv) make disability insurance contributions on behalf of Xxxxxx; (v) obtain workers’ compensation insurance on behalf of Xxxxxx; or (vi) provide health, welfare or retirement benefits to Xxxxxx (except to the extent he has elected continuation coverage pursuant to COBRA for himself and his eligible dependents under BDE’s group medical plan) or his employees, partners or workers. Xxxxxx acknowledges and agrees that BDE is not obligated to take any of the foregoing actions on behalf of Xxxxxx. The parties further agree that Xxxxxx has no general authority to enter into any contract, assume any obligations or make any warranties or representations on behalf of BDE. In addition, Xxxxxx shall not hold himself out or otherwise represent himself as an employee or agent of BDE. Xxxxxx acknowledges that he will not have any access to BDE’s computer system unless such access is specifically granted by BDE. Xxxxxx further acknowledges that any access to BDE’s computer system granted to him ends on the date of termination of the contracting relationship hereunder (or, if earlier, on the date when BDE revokes Xxxxxx’x access).

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9.		Taxes, Permits, Etc. Xxxxxx shall be solely responsible for and pay all costs of conducting his business, including but not limited to, the expense and responsibility for any and all applicable insurance, city, county, state and federal licenses, permits, taxes and assessments of any and all regulatory agencies, boards or municipalities. Xxxxxx shall also be solely responsible for the payment of any and all self-employment taxes, payroll taxes, income taxes, unemployment taxes, workers’ compensation taxes, social security taxes and business and occupation taxes, and shall indemnify and hold the Company harmless from paying such taxes.
10.		Non-Exclusive. This Agreement shall not limit Xxxxxx’x right to provide services for others and BDE expressly acknowledges that Xxxxxx may provide similar or identical services to other businesses.
11.		Assignment. Xxxxxx’x rights and duties cannot be assigned to others.
12.		Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
		IF TO XXXXXX:

Xxxxx X. Xxxxxx
1907 Yacht Haven Road
Friday Harbor, WA. 98250

IF TO BDE:

BOIS d’ARC ENERGY, INC.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.		Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the internal laws of the State of Texas without regard to conflict or choice of law principles of Texas or any other jurisdiction. This Agreement shall be executed in Xxxxxx County, Texas and is intended to be performed in Xxxxxx County, Texas.
14.		Miscellaneous. This Agreement constitutes the entire agreement between the parties and may be modified only by a written instrument signed by both parties. If any provision of this Agreement is held by a court to be unenforceable, it shall be enforced to the fullest extent allowed by law and the remaining provisions shall not be affected thereby. The prevailing party in any action to enforce this Agreement shall be reimbursed or paid by the other party for its reasonable attorneys’ fees and all costs incurred in connection with such enforcement.
15.		Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will, for all purposes, be deemed an original instrument, but all such counterparts together will constitute but one and the same Agreement.

Executed and acknowledged by authorized signers as of the date written above.

Bois d’Arc Energy, Inc.:				Xxxxx X. Xxxxxx:
/s/ M. XXX XXXXXXX				/s/ XXXXX X. XXXXXX
By: M. Xxx Xxxxxxx				Xxxxx X. Xxxxxx
Its: Chairman
Date: December 4, 2007				Date: December 4, 2007

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