CONSULTING AGREEMENT
This
agreement (“Agreement”) is made by and between
Gulf Onshore, Inc., having its principal office at 4310 Wiley
Post Road, Suite 210, Addison, TX 75001 (hereinafter referred
to as “Company”), and Parabolic, LLC having
its principal office at 12555 High Bluff Drive,
Suite 305, San Diego, CA 92130 (hereinafter
referred to as “Consultant”).
In
consideration of the mutual promises contained herein and on
the terms and conditions hereinafter set forth, the Company
and Consultant (collectively, the “Parties”) agree
as follows:
1.
Services.
1.1.
Consultant
will conduct an investor awareness program for Company for a
minimum of three (3) months following the receipt by Consultant of
the Compensation set forth in paragraph 2 hereunder. It
is understood that the Company is interested in increasing the
public awareness of Company. By this Agreement, Company
is retaining Consultant to engage in an investor awareness program
designed to increase the public awareness of Company as set forth
in the following paragraph of this Agreement:
1.2.
Consultant
shall, to the extent reasonably required, develop and implement a
program to increase the public awareness of Company, which program
shall include services to be rendered by Consultant and/or third
parties hired by Consultant, including the following:
1.2.1.
design
of an exclusive custom-designed full page website stock profile for
Company;
1.2.2.
minimum
of 300,000 target visits to Company stock profile(s).
1.2.3.
minimum
of 300,000 solicited page loads to the stock profile(s) and/or to
breaking news releases of Company at Consultant’s
discretion.
1.2.4.
minimum
of three (3) emails to members of Consultant’s small cap
website (one email of the profile link and two or more emails with
news);
1.2.5.
in
addition, Consultant may but is not required to include Company on
other stock profile website(s) at Consultant’s
discretion. Other services may but are not required to
be provided, including but not limited to press release
re-distribution by Consultant or third parties at
Consultant’s discretion without notice.
1.3.
Company
understands that if they are not 100% satisfied, for any reason
whatsoever, Consultant agrees to provide an additional campaign
consisting of the same number of targeted visits and solicited page
loads as the first campaign.
2.
Compensation.
2.1.
The
total cost for the Consultant’s services as outlined in
paragraph 1, above, is $75,000 USD, or Consultant will accept
80,000 shares of restricted Gulf Onshore, Inc. (GFON) stock (number
of shares calculated at the bid price of $1.60), as compensation
for this Agreement.
2.2.
Company
understands and agrees that all stock issued to Consultant as
Compensation for this Agreement is earned immediately upon issuance
and such shares can not be canceled, nor the transfer or issuance
of such shares stopped or hindered by Company for any reason
whatsoever at any time in the future. Company further understands
and agrees that there are no oral or written agreements or
understandings whatsoever, implied or otherwise, between Company
and Consultant, which would require Consultant to adhere to special
guidelines or restrictions when selling any stock received as
Compensation, if applicable.
2.3.
Company
understands and agrees that Consultant may elect to transfer all or
part of any restricted stock received from Company to a third party
for any reason whatsoever and at any time in the future, and if
Consultant so elects, Company will immediately help facilitate such
transfer by issuing a letter to the transfer agent authorizing such
transfer of Consultant’s stock in the Company, and a copy of
such letter shall be sent to Consultant via email, fax and U.S.
mail immediately.
2.4.
Both
Company and Consultant understand and agree that the Compensation
described above is due immediately upon Company’s execution
of this Agreement, and that services will begin promptly once the
Compensation is transferred to and received by Consultant, and not
before, and in the case of Compensation paid in free trading
shares, once such shares are free and clear in Consultant’s
account, and not before. Any services rendered by
Consultant prior to such transfer and receipt shall be deemed a
courtesy and shall not be a waiver of Consultant’s right to
immediate payment of the Compensation. Company’s
request or attempt to terminate this Agreement shall not excuse
Company’s obligation to pay Compensation to
Consultant.
2.5.
Company
attests that any shares issued to Consultant were not issued in
violation of any securities or other law or regulation of any
kind.
3.
Indemnification. Company will protect,
indemnify, defend (with legal counsel selected by Consultant) and
hold harmless Consultant and its affiliated persons or entities
from any loss, liability, claim, damage, expense (including costs
of investigation and defense and reasonable attorneys’ fees
and expenses) arising out of or in connection with a third-party
claim of any kind against Consultant or its affiliated persons or
entities concerning any transaction in which Consultant
participates as a result of or relating in any way to this
Agreement, including without limitation Consultant’s
participation in meetings of the Board of Directors of the
Company.
4.
Liability. In no event shall Consultant or its
affiliated persons or entities be liable to Company or its
affiliated persons or entities for any special, consequential,
indirect, incidental or punitive damages or lost profits, however
caused and on any theory of liability (including negligence and
strict liability) arising in any way out of this Agreement, whether
or not Consultant or Company has been advised of the possibility of
such damages.
5.
Attorney Fees. In any litigation or other
proceeding by which one party either seeks to enforce its rights
under this Agreement (whether in contract, tort, or both) or seeks
a declaration of any rights or obligations under this Agreement,
the prevailing party shall be entitled to recover from the other
party all actual attorney’s fees, expenses, and costs
incurred in good faith
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