CONSULTING
AGREEMENT
THIS AGREEMENT is dated and
effective on the 2nd day of July, 2008.
BETWEEN:
WEST
CANYON ENERGY CORP.
20333 State Hwy, 249
Suite 200-113
Houston TX 77070
(the
“ Company ”)
AND:
SUMMIT CONSULTING LIMITED
6860 S. Yosemite Ct.
Suite 2000
Centennial, CO 80112
(the
“ Contractor ”)
WHEREAS:
A. The Company desires to retain
the Contractor to provide the services of Shane Reeves as President
and as a director of the Company, and to provide such services (the
“ Services ”) as detailed in Schedule A attached
hereto, in regards to the Company’s management and
operations;
B. The Contractor has agreed to
provide the Services to the Company on the terms and conditions of
this Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1
APPOINTMENT AND AUTHORITY OF CONTRACTOR
1.1 Appointment of
Contractor . The Company hereby appoints the Contractor to
perform the Services for the benefit of the Company as hereinafter
set forth, and the Company hereby authorizes the Contractor to
exercise such powers as provided under this Agreement. The
Contractor accepts such appointment on the terms and conditions
herein set forth.
1.2 Performance of
Services . The Services hereunder have been and shall continue
to be provided on the basis of the following terms and
conditions:
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(a)
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the Contractor shall report
directly to the Board of Directors of the Company;
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(b)
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the Contractor shall faithfully,
honestly and diligently serve the Company and cooperate with the
Company and utilize maximum professional skill and care to ensure
that all services rendered hereunder, including the Services, are
to the satisfaction of the
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Company, acting reasonably, and
the Contractor shall provide any other services not specifically
mentioned herein, but which by reason of the Contractor's
capability the Contractor knows or ought to know to be necessary to
ensure that the best interests of the Company are maintained;
and
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(c)
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the Company shall report the
results of the Contractor's duties hereunder as may be requested by
the Company from time to time.
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1.3 Authority of
Contractor . The Contractor shall have no right or authority,
express or implied, to commit or otherwise obligate the Company in
any manner whatsoever except to the extent specifically provided
herein or specifically authorized in writing by the
Company.
1.4 Independent Contractor
. In performing the Services, the Contractor shall be an
independent contractor and not an employee or agent of the Company,
except that the Contractor shall be the agent of the Company solely
in circumstances where the Contractor must be the agent to carry
out its obligations as set forth in this Agreement. Nothing in this
Agreement shall be deemed to require the Contractor to provide the
Services exclusively to the Company and the Contractor hereby
acknowledges that the Company is not required and shall not be
required to make any remittances and payments required of employers
by statute on the Contractor's behalf and the Contractor or any of
its agents shall not be entitled to the fringe benefits provided by
the Company to its employees.
ARTICLE 2
CONTRACTOR'S AGREEMENTS
2.1 Expense Statements .
The Contractor may incur expenses in the name of the Company as
agreed in advance in writing by the Company, provided that such
expenses relate solely to the carrying out of the Services. The
Contractor will immediately forward all invoices for expenses
incurred on behalf of and in the name of the Company and the
Company agrees to pay said invoices directly on a timely basis. The
Contractor agrees to obtain approval from the Company in writing
for any individual expense of $1,000 or greater or any aggregate
expense in excess of $1,000 incurred in any given month by the
Contractor in connection with the carrying out of the
Services.
2.2 Regulatory Compliance
. The Contractor agrees to comply with all applicable securities
legislation and regulatory policies in relation to providing the
Services, including but not limited to United States securities
laws (in particular, Regulation FD) and the policies of the United
States Securities and Exchange Commission.
2.3 Prohibition Against
Insider Trading . The Contractor hereby acknowledges that the
Contractor is aware, and further agrees that the Contractor will
advise those of its directors, officers, employees and agents who
may have access to Confidential Information, that United States
securities laws prohibit any person who has material, non-public
information about a company from purchasing or selling securities
of such a company or from communicating such information to any
other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such
securities.
ARTICLE 3
COMPANY'S AGREEMENTS
3.1 Remuneration . As
compensation for the Services rendered, the Contractor shall
receive a management fee of $8,000 payable monthly and, as
compensation for agreeing act as a director and officer of the
Company and enter into this Agreement, the Contractor shall receive
500,000 restricted shares of common stock of the Company (the
“Compensation Shares”). Upon each annual renewal of
this
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Agreement the Contractor shall be
entitled to an additional 500,000 Compensation Shares, subject to
adjust for any stock splits or consolidations.
3.2 Information . Subject
to the terms of this Agreement, including without limitation
Article 5 hereof, and provided that the Contractor agrees that it
will not disclose any material non-public information to any person
or entity, the Company shall make available to the Contractor such
information and data and shall permit the Contractor to have access
to such documents as are reasonably necessary to enable it to
perform the Services under this Agreement. The Company also agrees
that it will act reasonably and promptly in reviewing materials
submitted to it from time to time by the Contractor and inform the
Contractor of any material inaccuracies or omissions in such
materials.
ARTICLE 4
DURATION, TERMINATION AND DEFAULT
4.1 Effective Date . This
Agreement shall become effective as of July 2, 2008 (the “
Effective Date ”), and shall continue for a period of
one year from the Effective date, unless the Contractor ceases
acting as a director and officer or is terminated pursuant to the
terms of this Agreement.
4.2 Termination . Without
prejudicing any other rights that the Company may have hereunder or
at law or in equity, the Company may terminate this Agreement
immediately upon delivery of written notice to the Contractor
if:
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(a)
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the Contractor breaches section
2.2 of this Agreement;
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(b)
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the Contractor breaches any other
material term of this Agreement and such breach is not cured to the
reasonable satisfaction of the Company within thirty (30) days
after written notice describing the breach in reasonable detail is
delivered to the Contractor;
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(c)
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the Company acting reasonably
determines that the Contractor has acted, is acting or is likely to
act in a manner detrimental to the Company or has violated or is
likely to violate the confidentiality of any information as
provided for in this Agreement;
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(d)
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the Contractor is unable or
unwilling to perform the Services under this Agreement,
or
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(e)
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the Contractor commits fraud,
serious neglect or misconduct in the discharge of the
Services.
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4.3 Duties Upon
Termination . Upon termination of this Agreement for any
reason, the Contractor shall upon receipt of all sums due and
owing, promptly deliver the following in accordance with the
directions of the Company:
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(a)
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a final accounting, reflecting
the balance of expenses incurred on behalf of the Company as of the
date of termination; and
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(b)
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all documents pertaining to the
Company or this Agreement, including but not limited to, all books
of account, correspondence and contracts, provided that the
Contractor shall be entitled thereafter to inspect, examine and
copy all of the documents which it delivers in accordance with this
provision at all reasonable times upon three (3) days’ notice
to the Company.
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4.4 Compensation of Contractor
on Termination . Upon termination of this Agreement, the
Contractor shall be entitled to receive as its full and sole
compensation in discharge of obligations of the
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Company to the Contractor under
this Agreement all sums due and payable under this Agreement to the
date of termination and the Contractor shall have no right to
receive any further payments; provided, however, that the Company
shall have the right to offset against any payment owing to the
Contractor under this Agreement any damages, liabilities, costs or
expenses suffered by the Company by reason of the fraud, negligence
or wilful act of the Contractor, to the extent such right has not
been waived by the Company.
ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION
5.1 Maintenance of
Confidential Information . The Contractor acknowledges that in
the course of its appointment hereunder the Contractor will, either
directly or indirectly, have access to and be entrusted with
information (whether oral, written or by inspection) relating to
the Company or its respective affiliates, associates or customers
(the “ Confidential Information ”). For the
purposes of this Agreement, “Confidential Information”
includes, without limitation, any and all Developments (as defined
herein), trade secrets, inventions, innovations, techniques,
processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications,
technical reports, customer lists, supplier lists, distributor
lists, distribution channels and methods, retailer lists, reseller
lists, employee information, financial information, sales or
marketing plans, competitive analysis reports and any other thing
or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the
Confidential Information constitutes a proprietary right, which the
Company is entitled to protect. Accordingly the Contractor
covenants and agrees that during the Term and thereafter until such
time as all the Confidential Information becomes publicly known and
made generally available through no action or inaction of the
Contractor, the Contractor will keep in strict confidence the
Confidential Information and shall not, without prior written
consent of the Company in each instance, disclose, use or otherwise
disseminate the Confidential Information, directly or indirectly,
to any third party.
5.2 Exceptions . The
general prohibition contained in Section 5.1 against the
unauthorized disclosure, use or dissemination of the Confidential
Information shall not apply in respect of any Confidential
Information that:
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(a)
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is available to the public
generally in the form disclosed;
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(b)
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becomes part of the public domain
through no fault of the Contractor;
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(c)
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is already in the lawful
possession of the Contractor at the time of receipt of the
Confidential Information; or
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(d)
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is compelled by applicable law to
be disclosed, provided that the Contractor gives the Company prompt
written notice of such requirement prior to such disclosure and
provides assistance in obtaining an order protecting the
Confidential Information from public disclosure.
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5.3 Developments . Any
information, data, work product or any other thing or documentation
whatsoever which the Contractor, either by itself or in conjunction
with any third party, conceives, makes, develops, acquires or
acquires knowledge of during the Contractor’s appointment
with the Company or which the Contractor, either by itself or in
conjunction with any third party, shall conceive, make, develop,
acquire or acquire knowledge of (collectively the “
Developments ”) during the Term or at any time
thereafter during which the Contractor is engaged by the Company
that is related to the business of the Company shall automatically
form part of the Confidential Information and shall become and
remain the sole and exclusive property of the Company. Accordingly,
the Contractor does hereby irrevocably, exclusively and absolutely
assign, transfer and convey to the Company in perpetuity all
worldwide right, title and interest in and to any and all
Developments and other rights of whatsoever nature and kind in
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arising from or pertaining to all
such Developments created or produced by the Contractor during the
course of performing this Agreement, including, without limitation,
the right to effect any registration in the world to protect the
foregoing rights. The Company shall have the sole, absolute and
unlimited right throughout the world, therefore, to protect the
Developments by patent, copyright, industrial design, trademark or
otherwise and to make, have made, use, reconstruct, repair, modify,
reproduce, publish, distribute and sell the Developments, in whole
or in part, or combine the Developments with any other matter, or
not use the Developments at all, as the Company sees
fit.
5.4 Protection of
Developments . The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor
shall perform such further acts and execute and deliver such
further instruments, writings, documents and assurances (including,
without limitation, specific assignments and other documentation
which may be required anywhere in the world to register evidence of
ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true
intent and purpose of the assignment made under Section 5.3 hereof.
If the Company is for any reason unable, after reasonable effort,
to secure execution by the Contractor on documents needed to effect
any registration
