Exhibit 10.64
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”)
is entered into 24 October 2007, by and between Tekoil & Gas
Corporation, a Delaware Corporation (the “Company”) and
Portland Worldwide Investments Limited, a company established under
the laws of the British Virgin Islands (hereinafter the
“Consultant”).
RECITALS
A.
The
Company desires to retain Consultant as an independent
contractor to perform certain consulting services, as
specified below, and Consultant desires to provide such
services to the Company.
B.
The
parties desire to enter into this Agreement to set forth the
obligations and responsibilities of each in connection with
their relationship.
In
consideration of the mutual covenants contained herein and
other good and valuable consideration, the parties hereto
agree as follows:
| 1) |
Services: The
Company hereby retains Consultant and Consultant hereby agrees to
perform consulting services for the Company in accordance with the
terms, conditions and covenants set forth in this Agreement.
Subject to the supervision and direction of the Company, Consultant
will perform the services described in
Schedule A attached
to and made a part of this Agreement, and such other services as
reasonably requested from time to time by the Company (the
“
Services ”).
Consultant shall devote so much of his productive time, ability and
attention to the business of the Company during the term of this
Agreement as is required for the full performance of the Services
consistent with the standard of care for consultants in similar
business enterprises. Consultant shall provide the personnel and
administrative services necessary to provide the
Services.
|
| 2) |
Term: The
term of this Agreement shall commence as of the date of this
Agreement and shall continue in full force for 18 months, unless
earlier terminated as provided herein. This Agreement may be
renewed only upon the written mutual agreement of the
parties.
|
| 3) |
Compensation :
As compensation for Consultant’s services as a consultant
pursuant hereto, the Company agrees to provide the Consultant with
the compensation set forth in
Schedule B in
the manner and to the extent set forth in such Schedule. To the
extent that such compensation shall comprise, in whole or in part,
any stock options or other securities, the Consultant shall, as a
condition precedent to his receipt of any such consideration,
execute any and all documents reasonably requested by the Company
in connection therewith, including an investor affidavit, stock
acquisition agreement and/or a stock option agreement.
|
| 4) |
Contractor’s Representations :
Consultant represents and warrants that Consultant is free to enter
into this Agreement with the Company and that Consultant is not
bound by any agreement, document or obligation that may prevent, or
infringe on, his ability to perform any of the Services
contemplated by this Agreement.
|
| 5) |
Expenses :
Consultant shall be responsible for its own expenses in connection
with its performance hereunder.
|
| 6) |
Relationship of the Parties :
Consultant under this Agreement is and shall act as an independent
contractor, and not as an agent, servant, partner, or employee of
the Company. Nothing in this Agreement shall be construed to imply
that either the Consultant or its agents or employees are officers
or employees of the Company; or that this Agreement creates, in any
manner, a partnership, joint venture, or other arrangement between
Consultant and the Company. Consultant shall assume full
responsibility to and for all of its agents and employees under
federal, state and local laws or regulations regarding
employees’ liability, worker’s compensation,
unemployment insurance, income tax withholding, and authorization
for employment, as well as any other acts, laws or regulations of
similar import. Consultant hereby acknowledges and agrees that it
shall have no authority to enter into any contract or agreement to
bind the Company, except as specifically authorized by the Company
and that in connection with the performance of the Services it
shall have no authority to make any representations of any
ki
|
|
