THIS CONSULTING
AGREEMENT (the "Agreement") is made and entered into as the 4
th day of April, 2007, but effective as of the 1
st day of May, 2007, by and between Jimmy D. Wright
("Consultant") and Westside Energy Corporation (the
"Company").
WHEREAS, the
Company desires to engage Consultant to provide to the Company
certain consulting services described herein relating to the
Company’s business (the "Services"), and Consultant is
willing and desires to be engaged by the Company to provide the
Services to the Company, upon the terms, provisions and conditions
set forth hereinafter; and
WHEREAS, the
Company and Consultant desire to set forth the terms, provisions
and conditions of Consultant's engagement by the
Company;
NOW, THEREFORE,
in consideration of the premises and the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by each of the Company and Consultant, each of
the Company and Consultant hereby agrees as follows:
l.
Engagement . Subject to the terms, provisions and conditions
hereinafter stated, the Company hereby engages the Consultant to
provide the Services to the Company, and Consultant hereby accepts
such engagement . The Services shall be consulting
services relating to the Company’s business with respect to
the following matters:
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(a)
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Non-material
litigation involving the Company;
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Location,
identification and making of recommendations for the acquisition of
additional properties by the Company;
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Review,
analysis, and assistance in negotiating the acquisition of oil and
gas properties selected by the Company;
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Assistance of
the Company in curing any title problems that it encounters in
connection with its properties:
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Assistance of
the Company in pursuing its exploration, development, operational,
and drilling activities: and
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Such other
consulting services with respect to which Consultant has expertise
and the willingness to provide as from time to time may be
requested by the Company.
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Notwithstanding anything else contained herein,
Consultant shall not be obligated to provide any consulting
services with respect to any of the following matters:
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Matters
pertaining to the Company’s financial or accounting situation
or financial statements;
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Mergers,
acquisitions, tender offers, joint ventures, and other similar
transactions involving the Company;
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New products or
discoveries, or developments concerning customers or suppliers
relating to the Company (such as gaining or losing a
contract);
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(w)_ Changes in control or management of the
Company;
(x) Any change in the Company’s
auditors;
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Events
regarding the Company’s securities, such as defaults in
senior securities, splits, dividend changes, public or private
sales of additional securities; or
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(z) Bankruptcy or receivership involving the
Company.
Consultant may
be required to provide Services at the Company’s principal
executive office if necessary and reasonable (or such other
location as shall be necessary and reasonable), otherwise
Consultant may provide Services from his home office. To the extent
requested by the Company, Consultant shall provide Services on at
least ten (10) days per each month during the term in which
Consultant is providing Services to the Company, pro rated for any
stub month during which such term commences or terminates.
Consultant shall undertake such travel as shall be necessary and
reasonable for Consultant to provide Services hereunder. In
providing Services hereunder, Consultant shall use reasonable
efforts, and shall perform such duties in a competent, professional
and good workman-like manner.
2.
Compensation
. (a) As compensation for providing the Services, the
Company shall pay to Consultant a daily rate of $1,000 for each day
on which Consultant provides Services to Consultant hereunder;
provided, however, that the Company shall pay to Consultant at
least $10,000 per each month during the term in which Consultant is
providing Services to the Company (i.e. for at least ten days of
Services per month), pro rated for any stub month during which such
term commences or terminates. Consultant shall be entitled to two
bi-monthly payments each in the amount of $5,000, which may be paid
in accordance with the customary payroll procedures of the Company
from time to time in effect so long as they are paid every two
weeks, more or less. If Consultant provides Services on more than
ten (10) days in a month during the term in which Consultant is
providing Services to the Company, then Consultant shall be
entitled to invoice the Company for the monthly fees in excess of
$10,000, and the Company shall remit the payment of the excess fees
with the next bi-monthly payment that becomes due 10 days after the
invoice is submitted.
(b)
The Company also agrees to continue
Consultant’s coverage in the Company’s medical plan
throughout the term in which Consultant is providing Services to
the Company. The Company agrees to waive the COBRA premium for this
period of time, provided the Consultant elects such coverage under
COBRA.
(c)
The Company shall reimburse
Consultant, from time to time, for all actual, reasonable and
necessary business expenses incurred by Consultant on behalf of the
Company, to the extent that Consultant has presented to the Company
documentary evidence, such as a receipt or a paid bill, that states
sufficient information to establish the amount, date, place, and
the essential character of the expenditure for each such
expenditure.
3. Term
. (a) The term during which Consultant shall be
required to provide Services to the Company shall begin on the
effective date hereof and shall continue until terminated in
accordance with either subsection (b) or (c) immediately
below.
(b)
Consultant may, at his election,
terminate his engagement hereunder at any time more than four
months after the effective date hereof for any reason by giving
written notice to the Company as to his election to terminate, and
thereupon Consultant's engagement with the Company will terminate
after the expiration of 30 days after the giving of the notice, or
(if later) on the date specified in the notice.
(c)
The Company may, at its election,
terminate Consultant's engagement hereunder at any tim
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