Exhibit 10.1
CONSULTING AGREEMENT
AGREEMENT made as
of this 15th day of May, 2009 by and between INTREorg
Systems Inc., INC. the ("Company"), located at 501 Trophy
Lake Drive, Suite 314
PMB 106, Trophy Club, Texas 7262, and JH
BRECH, LLC located at 1101 E. Duke
Street, Hugo, Oklahoma 74743(the "Consultant").
WHEREAS, the
Company desires professional guidance and advice regarding
financing of all types and desires Consultant to aid it in business
matters; and
WHEREAS,
Consultant has expertise in the area of corporate
structure,
strategic planning an capital development and implementation;
and is willing to
act as a consultant to the Company upon the terms and
conditions set forth in
this Agreement;
NOW,
THEREFORE, in consideration of the
foregoing and the mutual
promises herein contained, the parties hereto agree as follows:
1. Duties, Scope of Agreement,
and Relationship of the Parties
(a) The
company hereby agrees to retain Consultant as an
advisor and
consultant on business matters, consistent
with Consultant's expertise and
ability, and Consultant agrees to consult with
the Company during the term of
this Agreement. All parties understand that Consultant
has many other business
interests and will devote as much time as in its
discretion as necessary to
perform its duties under this Agreement. In addition,
the company understands
that consultant's efforts on behalf of his other
interests are the sole and
separate property of Consultant.
(b) The services
rendered by consultant to the company pursuant to this
Agreement shall be as an independent
contractor, and this Agreement does not
make Consultant the employee, agent, or legal representative
of the Company for
any purpose whatsoever, including without
limitation, participation in any
benefits or privileges given or extended by the Company
to its employees. No
right or authority is granted to
Consultant to assume or to create
any
obligation or responsibility, express or implied, on behalf of or
in the name of
the company, expect as may be set forth herein. The
company shall not withhold
for Consultant any federal or state
taxes from the amounts to be paid to
consultant hereunder, and Consultant agrees that
he will pay all taxes due on
such amounts.
(c) Consultant
agrees to make available to Company its services, which
include strategic planning, assistance in business development,
internal capital
structuring, and the structuring of new debt and equity
offerings. Consultant
shall provide planning for and other
advisory services as the Company may
specifically request. Specific fees for
each separate service rendered by
Consultant shall be established at the time Consultant is requested
to undertake
each service.
Page 1 of 5
Initials_____
Initials _____
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2. Compensation
There
are no forms of compensation under this Agreement,
except for
those expenses as set forth below in paragraph (3).
3. Expenses
The Company shall
reimburse Consultant for all pre-approved reasonable
and necessary expenses incurred by it in
carrying out its duties under this
Agreement. Consultant shall submit related receipts and
documentation with his
request for reimbursement.
4. Renewal; Termination
(a) This Agreement shall continue in effect
until terminated by the
parties.
(b) Subject to the
continuing obligations of Consultant under Section 5
below, either party may terminate this Agreement at any time
if the other party
shall fail to fulfill any material obligation under this Agreement
and shall not
have cured the breach within 10 days after having received notice
thereof.
(c)
Termination or expiration of this Agreement shall not
extinguish
any rights of compensation that shall accrue prior to the
termination.
5. Confidential Information
(a)
"Confidential Information," as used in this
Section 5, means
information that is not generally known and that is
proprietary to the Company
or that the Company is obligated to treat
as proprietary. This information
includes, without limitation:
(i) Trade secret information
about the Company and its
products;
(ii) Information concerning the
Company's business as the
Company has conducted it since the Company's incorpo-
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