CONSULTING
AGREEMENT
This Consulting Agreement
(this “
Agreement ”) is entered into as of January 20,
2009 (the “ Effective Date ”), between
Best Energy Services, Inc., a Nevada corporation with offices at
1010 Lamar,
Suite 1200, Houston, Texas 77002,
(“ BES ” or the “
Company ”), and Larry W. Hargrave, an
individual (“ Consultant ”).
Recitals
WHEREAS, Consultant was employed by BES as its President
and Chief Executive Officer pursuant to an Employment Agreement
dated March 5, 2008 (the “Employment
Agreement”),
a copy of which is attached hereto as Exhibit A ;
and
WHEREAS, Consultant resigned from his employment with BES
effective October 13, 2008; and
WHEREAS, BES and Consultant entered into an Agreement
setting forth the terms relating to the separation payment to be
made to Consultant pursuant to the Employment Agreement,
a copy of which is attached hereto as Exhibit B ;
and
WHEREAS, Consultant desires to perform, and BES desires
to have Consultant perform, certain consulting services as an
independent contractor to BES on the terms set forth in this
Agreement.
Agreement
Now, Therefore , based on the foregoing premises and in
consideration of the agreements contained herein, the parties agree
as follows:
1.
Prior Affiliation
. The parties acknowledge
that Consultant’s services for BES, as an officer and
employee, have terminated as of October 13, 2008.
2.
Appointment and
Acceptance . BES retains Consultant to provide
the consulting services defined in Section 3 below, and Consultant
agrees to render such services to BES,
in accordance with the terms and conditions set forth in this
Agreement.
3.
Consulting Services
. Throughout the term of
this Agreement, Consultant shall provide such services to BES as
BES may reasonably request from time to time, including, without
limitation,
daily oversight of BES’ American Rig Housing business unit,
which are collectively referred to as the “
Services . ” Consultant
shall report to the Company’s Chief Executive
Officer.
4.
Services Commitment
. At the request of BES,
Consultant shall provide BES with the Services at such times during
normal working hours and at such places as BES may reasonably
request.
5.
Term . The term of this Agreement shall
commence on January 15, 2009 and continue through June 15, 2009(the
“ Term ”).
6.
Consultant’s
Compensation . Consultant shall be entitled to the
following compensation, and no other compensation:
(a)
For Services, BES shall pay
Consultant a consulting fee of $10,000.00 per
month. This amount will be payable in two installments
of $5,000.00 each on the first and fifteen of each month during the
Term.
(b)
Consultant shall be reimbursed for
reasonable and documented actual business expenses incurred by
Consultant in the performance of his duties and responsibilities
under this Agreement
in accordance with the policies and
procedures of BES in effect from time to time.
(a)
If BES terminates this Agreement
before the end of the term, BES is obligated to compensate
Consultant as if Consultant had provided Services for the entire
term;
and (ii) Sections 8 (Relationship of the
Parties) and 9 (Confidential Information) shall survive termination
of this Agreement.
(b)
If Consultant terminates this
Agreement before the end of the term or advises that he intends to
terminate this Agreement before the end of the term, BES shall
have
the right to accept Consultants
termination
notice early (effectively choosing the date of termination) and
shall have no obligation pay Consultant any compensation
past the termination date; and (ii) Sections 8
(Relationship of the Parties) and 9 (Confidential Information)
shall survive termination of this Agreement.
8.
Relationship of
Parties .
(a)
Nature of Contract
. The parties acknowledge
and agree that Consultant is an independent contractor and is not
an agent, partner or employee of BES, and has no authority to
bind BES
in any manner without appropriate BES
approvals. Consultant shall perform the Services under
the general direction of , but Consultant shall reasonably
determine the manner and means by which
the Services are accomplished, subject to the terms of
this Agreement and the requirement that Consultant shall at
all times comply with applicable law.
(b)
Taxes . Consultant shall report as income
the consulting fees and any and all other consideration received by
Consultant under this Agreement. BES shall not
withhold,