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Exhibit 10.36
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement
(“Agreement”) is entered into effective the 1
st day of
March, 2007, by and between Daybreak Oil and Gas, Inc.,
(“Daybreak”), a Washington corporation, and Jeffrey R.
Dworkin located in Calgary, Alberta, Canada.
Whereas , Daybreak desires to be assured of the
association and services of the Consultant in order to avail itself
of the Consultant’s experience, skills, abilities, knowledge
and background to facilitate long range strategic planning and to
advise Daybreak in business and/or exploration matters,
and
Whereas , Daybreak wishes to engage Consultant to provide
advisory and other services for Daybreak and Consultant wishes to
accept such engagement, all on the terms and conditions set forth
herein.
Whereas , the Board of Directors of the Company considers
it to be in the best interests of the Company to enter into this
Agreement with the Consultant and this Agreement has been duly
approved by the Board of Directors of the Company;
Whereas, the Consultant shall make his services available,
as requested, to perform this Agreement;
Now therefore , in consideration of the mutual promises
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Engagement. Daybreak hereby engages
the Consultant and the Consultant hereby accepts the engagement, to
become a consultant to Daybreak and to render such advice,
consultation, information, and services to the directors and
officers of Daybreak regarding public company corporate governance
and legal knowledge of oil and gas industry contracts including but
not limited to:
(a) assist
in creation and implementation of corporate governance
standards
(b) review
and advise on oil and gas mineral rights leases;
The
Consultant will report to the person or positions designated
by the Company to whom the Consultant will be reporting and
will discharge such duties and responsibilities as are
assigned to the Consultant from time to time.
The
Consultant represents that he is duly qualified to perform the
duties hereunder and further covenant that in performing his
duties hereunder, he will not engage in activity that is in
violation of applicable security laws or subject the
Corporation to liability thereunder.
2.
Term. The term of this Agreement
shall commence on March 1, 2007 and continue in effect until
February 29, 2008. Notwithstanding the foregoing,
this Agreement may be terminated prior to the end of the term
by either Daybreak or Consultant, for any reason or for
no
CONSULTING SERVICES AGREEMENT
reason,
upon thirty (30) days written notice to the other
party. In the event of termination, Consultant
shall be entitled to all fees and other consideration
contained in this Agreement earned and accrued to the
effective date of termination.
3.
Compensation.
(a) Monetary. In
exchange for his commitment to provide services to Daybreak
under Section One above, Daybreak agrees to pay Consultant a
hourly rate in the amount of One Hundred Fifty Dollars
($150.00) plus out of pocket expenses. The Consultant shall
submit invoices to the Corporation for each month or portion
thereof for which services are provided during the period
covered by the invoice and also including any proper claim for
travel expenses. Each invoice shall indicate the
period covered, the month or portion of a month worked, the
rate and the total charge for consulting
services.
During
the term of this agreement, Consultant is entitled to
reimbursement for reasonable business expenses incurred on
behalf of Daybreak in accordance with the standard practice
for the reimbursement policies and procedures established by
Daybreak. All out-of-pocket expenses submitted for
reimbursement, shall be done in a timely manner. Such timely
manner shall be defined as the expense reimbursement request
shall be received by Daybreak no later than sixty (60) days
after the date of the expense receipt or the occurrence of
such expense. Any expense receipt dated sixty (60) days
earlier than the expense reimbursement request is received
shall not be eligible for reimbursement by Daybreak. If any
receipt for a charge on a Company credit card is not submitted
to Daybreak within sixty (60) days of the transaction date,
the transaction amount can be charged back to the Consultant
or be deducted from the Consultant’s next invoice.
Compensation provided Consultant under this Agreement takes
into account Consultant’s personal obligation to incur
and pay certain additional expenses required of Consultant as
a consultant of Daybreak for which Daybreak is under no
obligation to reimburse Consultant.
4.
Independent Contractor Status . In
the performance of the work contemplated in this Agreement,
Consultant is an independent contractor with the authority to
control and direct the performance of the details of the work,
Daybreak being interested only in the results
obtained. Consultant is not an agent or employee of
Daybreak for any purpose, and the employees of Consultant are
not entitled to any of the benefits that Daybreak provides for
its employees. Consultant shall be responsible for
payment of all taxes, including federal, state, and local
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