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Exhibit 10.37
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement
(“Agreement”) is made as of the 1st day of March,
2007 to the 28th day of February, 2008, by and between Daybreak Oil
and Gas, Inc., (“Daybreak”), a Washington corporation,
and Michael J. Hooper, an individual.
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 as an Accounting and Accounting Systems Analyst,
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;
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 on a non-exclusive basis, 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 accounting system
design, accounting input and organization, management reports,
internal control procedures and related matters.
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 warrants that he is duly qualified to perform the
duties hereunder and further covenants that in performing his
duties hereunder, he will not engage in any activity that is
in violation of applicable security laws or subject the
Corporation to liability thereunder.
It
shall be expressly understood that the Consultant shall have
no power to bind the Company to any contract or obligation or
to transact any business in the Company’s name or on
behalf of the Company in any manner.
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
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.
CONSULTING SERVICES AGREEMENT
3.
Compensation.
(a) Monetary. In
exchange for his commitment to provide services to Daybreak
under Section One above, Daybreak agrees to pay Consultant an
hourly rate in the amount of Forty Dollars ($40.00) per hour
plus out of pocket expenses incurred or advanced on behalf of
the Company.
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.
The
Company agrees to pay the invoice within a reasonable period
of time following its examination and review by the Treasurer
or Chief Financial Officer.
The
Company will reimburse the Consultant, at actual cost, for
out-of-pocket expenses incurred in accordance with the
Corporation’s standard practice for the reimbursement of
reasonable travel expenses incurred by its contractors or its
own personnel. The Corporation will also reimburse
the Consultant for any reasonable long distance telephone, fax
or photocopying charges incurred by the
Consultant. Expenses claimed must be supported by
the applicable receipts.
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
taxes arising out of its activities under this Agreement,
including, but not limited to, income tax, social security
tax, and unemployment insurance tax that might be
due. It is understood that Daybreak does not agree
to use Consultant exclusively. Nothing in this
Agreement shall constitute or be construed as
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