CONSULTING AGREEMENT
TEXHOMA ENERGY, INC.
CONSULTING AGREEMENT,
dated as of July ___, 2007 (this “Agreement”), by
and between TEXHOMA ENERGY, INC., a corporation organized and
existing under the laws of the State of Nevada (the
“Company”), and NAFI ONAT (the
“Consultant”) (collectively sometimes referred to
as the “Parties” and individually sometimes
referred to as a “Party” or “Each
Party”). Unless otherwise indicated, all
references to Sections are to Sections in this Agreement.
This Agreement is effective as of the “Effective
Date” set forth in Section 14 below.
W I T N E S S
E T H :
WHEREAS , the Company desires to obtain the services of
Consultant, and Consultant desires to be employed by the Company
upon the terms and conditions hereinafter set forth;
NOW,
THEREFORE , in consideration of the premises and the
mutual covenants, agreements, and considerations herein
contained, the Company and the Consultant hereto agree as
follows:
1.1.
Consulting Services . The Company hereby
retains the Consultant as a Director of the Company, and as
Vice President of Operations (“Employment”), to
provide, and the Consultant hereby agrees to provide,
financial, petroleum engineering, management and general
business advisory services to the Board of Directors (the
“Services”) as the Board of Directors may
reasonably deem to be necessary and beneficial to its
efficient and effective operation of its business operations
in general. Such Services shall be rendered on a
non-exclusive basis.
1.1.
Consulting Period . (a) The period during
which the Consultant shall render the Services shall commence
on July 1 2007 (the “Effective Date”) and shall
continue for a period of twelve (12) months. This
Agreement is renewable on a month to month basis thereafter,
with the mutual consent of each Party hereto.
2. Scope of
Employment.
(a) During the Employment,
Consultant will serve as a Director of the
Company. In that connection, Consultant will (i)
devote his time, attention, and energies to the business of
the Company and will diligently and to the best of his
ability perform all duties incident to his employment
hereunder; (ii) use his best efforts to promote the interests
and goodwill of the Company; and (iii) perform such other
duties commensurate with his office as the Board of Directors
of the Company may from time-to-time assign to
him;
(b) Section 2(a) shall not
be construed as preventing Consultant from (i) serving on
corporate, civic or charitable boards or committees, or (ii)
from giving Consultant the ability to consult with and assist
other companies and individuals so as not to be adverse or
compete with the Company (unless the Board of Directors is
aware such competition or potential competition with the
Company); and
(c) In connection with
Consultant’s Employment with the Company, Consultant
shall travel for and on behalf of Company to such locations
in North America which the Company believes it is in the best
interest for such Consultant to travel to (the
“Travel”), subject to Consultants availability to
travel to such location. Consultant shall be
reimbursed by the Company for any reasonable
business expenses and traveling costs associated with any
such Travel. Consultant shall only be required to
Travel (i.e., be away from his office) for a maximum of
twenty-one (21) days (“Travel Days”) for each
year that Consultant is employed by the Company pursuant to
this Agreement (“Maximum Travel
Days”). Travel Days shall be defined as days
in which Consultant is unable to work at least eight (8)
hours in his office from the hours of 8:00 A.M. to 6:00 P.M.
Central Standard Time due to such Travel. In the
event that Consultant shall use up such Maximum Travel Days
prior to the end of any twelve (12) month period covered by
this Agreement, Consultant agrees that he will use his best
efforts to continue to be available for Travel as may be
required by the Company (“Additional Travel”);
provided that such Consultant is reimbursed at a reasonable
rate (in addition to the compensation provided to Consultant
under Section 3(a) below) for such time and expense which
Consultant is required to spend in connection with such
Additional Travel.
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3. Compensation and
Benefits During Agreement. During the Agreement, the Company
shall provide compensation to Consultant as
follows.
(a) Company shall pay
Consultant compensation of $2,500 per month.
(b) Consultant
shall receive 500,000 restricted shares of the
Company’s common stock on or around the date of his
entry into this Agreement in consideration for agreeing to
perform the Services and to be bound by the terms and
conditions of this Agreement.
(c) Consultant
shall receive 500,000 restricted shares of the
Company’s common stock on the six (6) month anniversary
date of the Agreement, assuming that Consultant is still
employed under the terms of this Agreement at the expiration
of such six (6) month anniversary date.
(d) The Company shall
reimburse Consultant for business expenses incurred by
Consultant in connection with the Employment in accordance
with the Company’s then-current policies, including any
reimbursement for reasonable Travel expenses as provided in
Section 2(c) above).
(e) Consultant will be
eligible to participate in any incentive program or
discretionary bonus program of the Company which may be
implemented in the future by the Board of
Directors.
(f) Consultant
will be eligible to participate in any stock option plan of
the Company which may be approved in the future by the Board
of Directors.
4. Confidential
Information.
(a) Consultant
acknowledges that the law provides the Company with
protection for its trade secrets and confidential
information. Consultant will not disclose,
directly or indirectly, any of the Company’s
confidential business information or confidential technical
information to anyone without authorization from the
Company’s management. Consultant will not
use any of the Company’s confidential business
information or confidential technical information in any way,
either during or after the Employment with the Company,
except as required in the course of the
Employment.
(b) Consultant will
strictly adhere to any obligations that may be owed to former
employers insofar as Consultant’s use or disclosure of
their confidential information is concerned.
(c) Information
will not be deemed part of the confidential information
restricted by this Section 4 if Consultant can show
that: (i) the information was in
Consultant’s possession or within
Consultant’s knowledge before the Company disclosed it
to Consultant; (ii) the information was or became generally
known to those who could take economic advantage of
it; (iii) Consultant obtained the information from
a party having the right to disclose it to Consultant without
violation of any obligation to the Company, or (iv)
Consultant is required to disclose the information pursuant
to legal process (e.g., a subpoena), provided that Consultant
notifies the Company immediately upon receiving or becoming
aware of the legal process in question. No combination of
information will be deemed to be within any of the four
exceptions in the previous sentence, however, whether or not
the component parts of the combination are within one or more
exceptions, unless the combination itself and its economic
value and principles of operation are themselves within such
an exception or exceptions.
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(d) All originals and all
copies of any drawings, blueprints, manuals, reports,
computer programs or data, notebooks, notes, photographs, and
all other recorded, written, or printed matter relating to
research, manufacturing operations, or business of the
Company made or received by Consultant during the Employment
are the property of the Company. Upon Termination
of the Employment, whether or not for Cause, Consultant will
immediately deliver to the Company all property of the
Company which may still be in Consultant’s
possession. Consultant will not remove or assist
in removing such property from the Company’s premises
under any circumstances, either during the Employment or
after Termination thereof, except as authorized by the
Company’s management.
(e) For a period of One
(1) year after the date of Termination of the Employment,
Consultant will not, either directly or indirectly, hire or
employ or offer or participate in offering employment to any
person who at the time of such Termination or at any time
during such one year period following the time of such
Termination was an employee of the Company without the prior
written consent of the Company.
5. Ownership of
Intellectual Property.
(a) The Company will be
the sole owner of any and all of Consultant’s
Inventions that are related to the Company’s business,
as defined in more detail below.
(b) For purposes of this
Agreement, “Inventions” means all inventions,
discoveries, and improvements (including, without limitation,
any information relating to any techniques, processes,
formulas, developments or experimental work, work in
progress, or business trade secrets), along with any and all
other work product relating thereto.
(c) An Invention is
“related to the Company’s business”
(“Company-Related Invention”) if it is made,
conceived, or reduced to practice by Consultant (in whole or
in part, either alone or jointly with others, whether or not
during regular working hours), whether or not potentially
patentable or copyrightable in the U.S. or elsewhere, and it
either: (i) involves equipment, supplies, facilities, or
trade secret information of the Company; (ii) involves the
time for which Consultant was or is to be compensated by the
Company; (iii) relates to the business of the Company or to
its actual or demonstrably anticipated research and
development; or (iv) results, in whole or in part, from work
performed by Consultant for the Company.
(d) Consultant will
promptly disclose to the Company, or its nominee(s), without
additional compensation, all Company-Related
Inventions.
(e) Consultant will assist
the Company, at the Company’s expense, in protecting
any intellectual property rights that may be available
anywhere in the world for such Company-Related Inventions,
including signing U.S. or foreign patent applications, oaths
or declarations relating to such patent
applications, and similar documents.
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(f) To the extent that any
Company-Related Invention is eligible under applicable law to
be deemed a “work made for hire,” or otherwise to
be owned automatically by the Company, it will be deemed as
such, without additional compensation to
Consultant. In some jurisdictions,
Consultant may have a right, title, or interest
(“Right,” including without limitation all right,
title, and interest arising under patent law, copyright law,
trade-secret law, or otherwise, anywhere in the world,
including the right to sue for present or past infringement)
in certain Company-Related Inventions that cannot be
automatically owned by the Company. In that case,
if applicable law permits Consultant to assign
Consultant’s Right(s) in future Company-Related
Inventions at this time, then Consultant hereby assigns any
and all such Right(s) to the Company, without additional
compensation to Co
