CONSULTING AGREEMENT
AGREEMENT
made as of this 31st day of July, 2009 by and
between Sun
River Energy, Inc., the ("Company"), located at 7609
Ralston Road, Arvada, CO
80002 and Cicerone Corporate Development, LLC, (the
"Consultant"), located at
501 Trophy Lake, 314 PMB 106, Trophy Club, Texas 76262.
WHEREAS, the
Company desires professional guidance and advice regarding
financing of all types and desires Consultant to
aid it in business planning
matters; and
WHEREAS,
Consultant has expertise in the area of corporate
structure,
strategic planning and 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.
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2. Compensation
(a) In the event that the Company receives funding from any source
introduced by
said Consultant, recognizing
that the negotiation and
structure of
capitalization requires substantial time and
expertise, then said Consultant
shall be paid in lieu of billable hours in the following form:
The Company will pay the Consultant 1% of cash
raised, as a
finders fee,
in lieu of billable hours and expenses via a
cashier's
check, money,
order, or bank wire only.
(b) The Company
will issue 20,000 shares on the first of each calendar
month and 20,000 cashless exercise warrants
to purchase shares at the then
closing price, per month exercisable for 2
years from issue as payment for
consulting services for so long as this
agreement is in force, to be issued
monthly in arrears, as of end of each calendar month.
(c) Other forms of
compensation may occur depending on the nature of a
specific transaction and only upon the mutual
agreement of both parties. For
acreage sales or leases, 5% of cash price shall be paid
in cash and 5% of cash
price shall be paid in Company stock @ then current price
(BID).
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. Either of the parties may terminate this
agreement after 6 months by
written notice 30 days in advance, however any finders fees
due for cash raised
shall remain due and payable.
(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 mate
