CONSULTING AGREEMENTConsulting Services Agreement |
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Exhibit 10.16
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 30th day of November, 2007,
by and between Bois d’Arc Energy, Inc. a Nevada corporation (“BDE”), and Wayne L. Laufer
(“Laufer”).
WHEREAS, Laufer has retired from his employment as the Chief Executive Officer of BDE, effective
November 30, 2007; and
WHEREAS, Laufer is willing to provide consulting services to BDE;
NOW, THEREFORE, it is agreed as follows:
| 1. | Services. Laufer 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 Laufer 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 Laufer other than his direct travel expenses which shall be reimbursed to the extent provided in BDE’s travel reimbursement policies. | |
| Laufer 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”). Laufer 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, Laufer 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. Laufer may terminate this Agreement upon thirty (30) days’ advance written notice to BDE. The Company may terminate Laufer for Cause. In the event of such termination, Laufer shall be entitled to payment only for the Services performed through the date of termination. Upon termination, Laufer shall immediately deliver to BDE Laufer’s work in progress as well as any other materials provided to or created by Laufer under this Agreement. | |
| “Cause” shall mean: |
| a. | Should Laufer 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 Laufer 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 Laufer in connection with Laufer’s 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 Laufer’s work with BDE shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Laufer’s “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 Laufer’s 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 17, Section 101 of the United States Code, as amended. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Laufer for hire for BDE (or if ownership of all rights therein do not otherwise vest exclusively in BDE immediately), Laufer 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 Laufer. In the event
Laufer has any right or interest in the Work Product which cannot be assigned, Laufer agrees
to waive enforcement worldwide of any and all such rights or interests against BDE and its
respective successors, licensees and assigns, and Laufer 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. Laufer hereby agrees that all Work Product is created or developed for
the sole use of BDE, and
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