This Consulting Services Agreement involves
Title: CORPORATE CONSULTING AGREEMENT
CORPORATE CONSULTING AGREEMENT
This Agreement (“Agreement”) dated April 1, 2007 is between EGPI Firecreek Inc., a Nevada corporation (“the Company”), 6564 Smoke Tree Lane, Scottsdale, AZ and Seacoast Advisors, Inc., a Nevada corporation (“Consultant”).
WHEREAS, EGPI Firecreek, Inc., through its wholly owned subsidiary, Firecreek Petroleum, Inc., engages in the exploration, development, and exploitation of crude oil and natural gas primarily in the United States. As reported in its previous filings the Company and its wholly owned subsidiary Firecreek Petroleum, Inc. also focuses on program development or creating strategic alliances for the acquisition and development of available proved oil and gas projects in Russia, Romania, and Kazakhstan. The Company through its subsidiary Firecreek Petroleum, Inc. holds interests primarily in gas wells located in Sweetwater County, Wyoming. As of January 1, 2006, the initial wells had total gross proved reserves of 2,367,977 thousand cubic feet of natural gas. Firecreek Petroleum, Inc. owns a 50% working interest in the initial wells.
WHEREAS, CONSULTANT is engaged in providing investor relations and business services for publicly-traded companies.
WHEREAS, the Company desires to obtain the benefits of CONSULTANT's experience and know-how, and accordingly, the Company has offered to engage CONSULTANT to render consulting and advisory services to the Company on the terms and conditions hereinafter set forth.
WHEREAS, CONSULTANT desires to accept such engagement upon such terms and conditions hereinafter set forth.
NOWTHEREFORE in consideration of the foregoing, the parties agree as follows:
Section 1. SERVICES RENDERED
1. Seacoast Advisors, Inc. is engaged by the Company to create and execute and/or arrange for the creation and execution of a public awareness campaign. Will also post corporate profile of the Company various websites including but not limited to ‘microStockProfit.com’ .
2. Shall assist telephone and email inquiries from potential investors.
3. Shall fulfill requests from potential investors for Company information via email or U.S. mail; all such Company information shall be pre approved by the Company.
4. Shall do design and layout work for a corporate direct mailing campaign, oversee the printing and delivery to potential investors, and respond and/or reply to all requests for additional information. (The cost of printing and postage are an additional expense to the company).
5. Shall perform any other services agreed to verbally or electronically.
Section 2. COMPENSATION
(a) CASH. The Company shall pay to the Consultant a non-refundable cash fee of thirty five thousand dollars ($35,000). The payment is due immediately upon execution of the Agreement.
(b) OTHER COMPENSATION. The Company shall issue to the Consultant, five million (5,000,000) shares of its restricted Common Stock issued pursuant to Rule 144.
(c) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those reasonable and necessary out-of-pocket expenses (including but not limited to travel, transportation, lodging, meals, postage, etc.) which have been incurred by Consultant in connection with the rendering of services hereunder. Expenses are subject to prior written approval and consent by the Company. Any reimbursement to be made by the Company pursuant to this Section shall be made following submission to the Company by Consultant of reasonable documentation of the expenses incurred.
(d) SHAREHOLDERS LIST. The Company shall provide to the Consultant a current copy of their Shareholders/NOBO list.
(e) The Consultant shall be responsible for all of their own taxes arising or related to compensation in this Agreement.
Section 2.1 RESTRICTIONS
(a) INVESTMENT INTENT. Consultant agrees that the shares being issued pursuant to this agreement may be sold, pledged, assigned, hypothecate or otherwise transferred, with or without consideration (a “Transfer”), only pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act, the availability of which is to be established to the satisfaction of Company.
(b) RESTRICTED SECURITIES. The Consultant understands common shares underlying this Agreement will be deemed as "restricted securities” under applicable U.S. federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that pursuant to these laws and applicable regulations, the Lender must hold the Shares unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Lender which are outside of the Company’s control, and as to which the Company is under no obligation and may not be able to satisfy. In this connection, the Lender represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
(c) VOTING. To the extent available under Nevada Revised Statutes or a period of one year, Consultant agrees to Vote with and for Management, including at elections, and issues presented to a vote of the Shareholders, from time to time, and therefore to be consistent in its voting with various terms of Voting Agreements in place with Management, and other Shareholders providing similar consent action by specific proxy or other acceptable written method.
Section 3. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is the intention of each party that CONSULTANT shall be an independent contractor and not an employee of the Company. All compensation paid to CONSULTANT shall constitute earnings to CONSULTANT and be classified as normal income. The Company shall not withhold any amounts therefrom as U.S. federal or state income tax withholding, or as employee contribution to Social Security or any other employer withholding applicable under state or federal law.
Section 4. TERM
The term of this Agreement shall be three (3) months commencing April 1, 2007, and may be extended by Company for an additional 3 months. Any extension will be subject to a new option or warrant package to be established, with terms acceptable by the Company and CONSULTANT in writing signed by both parties and attached as an Exhibit hereto.
Section 5. TERMINATION
This Agreement may be terminated by either party with cause only, and only under the following circumstances; when either party (i) knowing and willfully breaches any term(s) of this Agreement, or (ii) knowing and willfully commits any act(s) related to the normal conduct of business which are unlawful, or any serious criminal action as promulgated pursuant to local, state, or federal law or laws governing the sovereignty of Israel.
Termination of the Agreement does not relieve the Company of its obligation to remunerate CONSULTANT pursuant to the terms of this Agreement. Upon termination, any outstanding remuneration due CONSULTANT for services rendered shall be paid within 3 (three) business days following termination.
Section 6. INDEMNIFICATION
(a) In consideration of CONSULTANT’ execution and delivery of the this Agreement in addition to all of The Company’s other obligations under this Agreement, The Company shall defend, protect, indemnify and hold harmless CONSULTANT and all of its officers, directors, employees and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "CONSULTANT INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the “CONSULTANT INDEMNIFIED LIABILITIES’), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by The Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (ii)