CONSULTANT
ENGAGEMENT AGREEMENT
This Agreement
supercedes and replaces the Corporate Advisor Engagement
Agreement, (except as to those shares of Sun
River Energy, Inc. previously
issued to Consultant), made the 7th day of May, 2009,
by and between Sun River
Energy, Inc. (the "Company"), located at 7609 Ralston
Road, Arvada, Colorado
80002 and Jay Leaver (the "Consultant"), located at
1410 High Street, Denver,
Colorado 80218.
Sun River Energy,
Inc. hereby engages Jay Leaver, as Consultant, under
the following terms and conditions, to be effective as of October
1, 2009.
WHEREAS, the
Company desires professional guidance and advice regarding
Energy Exploration and Development and desires Consultant to
aid it in business
matters; and
WHEREAS,
Consultant has expertise in the area of energy exploration and
project development and implementation; and is willing
to act as an advisor to
the Company upon the terms and conditions set forth in this
Agreement;
WHEREAS,
Consultant is to be hereby engaged to act as President of Sun
River Energy, Inc. on a part-time basis.
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 President,
consistent with Consultant's expertise and
ability in energy exploration and
development, and Consultant agrees to so act for the Company
during the term of
this Agreement under the Job Description
attached as Exhibit B. All parties
understand that Consultant has many other business interests
and will devote as
much time as in his discretion as necessary
to perform his 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 at times and dates
convenient to
Consultant, and this Agreement does not
make Consultant the employee of the
Company for any purpose whatsoever.
No right or authority is granted
to
Consultant to assume or to create any obligation or responsibility,
in excess of
$2,500, express or implied, on behalf of or in the name of
the company, expect
as authorized by Resolution of the Board of
Directors. 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.
<PAGE>
(c)
Consultant agrees to make available to Company
his services as
President on an as needed basis on reasonable request.
Consultant shall provide
planning and other advisory services as are necessary
to carryout the business
of the Company.
2. Compensation
(a) The Company will pay $6,000 per
month on the 15th day of each month to
Consultant as a consulting fee. These payments will be
made to the account and
entity designated by Consultant.
(b) Stock compensation is detailed in
Exhibit "A".
(c) Other forms of compensation may occur depending on the
nature of a specific
engagement and only upon the mutual agreement of both parties.
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 including travel. Consultant
shall submit related receipts and
documentation with his request for reimbursement.
4. Renewal; Termination
(a)
This Agreement shall continue
in effect for 6 months and
thereafter, if not then terminated, shall be renewed
annually until terminated
by the parties. Either the Company or
the Consultant may terminate this
Agreement by giving the other party fifteen (15) days written
notice.. However,
termination of Consultant by the Company shall
not relieve the Company of its
financial obligations to Consultant as defined herein.
(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.
<PAGE>
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 incorporation or as
it
may conduct it in the future; and
(iii)Information concerning any of the Company's past,
current,
or possible future products, including (without
limitation)
information about the Company's
research, development,
engineering, purchasing,
manufacturing, accounting,
marketing, selling, or leasing efforts.
(b) Any
information that Consultant reasonably considers
Confidential
Information, or that the Company treats as Confidential
Information, due to its
unique nature purchased or developed by the Company, not available
in the public
domain or licensed or
copyrighted information will be
presumed to be
Confidential Information (whether
Consultant or others originated it
and
regardless of how obtained).
(c) Except as
required in its duties to the Company, Consultant
will
never, either during or after the term of this
Agreement, use or disclose such
aforedescribed Confidential Information to any
person not authorized by the
Company to receive it.
(d) If this
Agreement is terminated, Consultant will promptly turn over
to the Company all records and any compositions,
articles, devices, apparatus
and other items that disclose, describe, or
embody Confidential Information,
including all copies,
reproductions, and specimens of
the Confidential
Information in its possession, regardless of who
prepared them. The rights of
the Company set forth in this Section 5 are
in addition to any rights of the
Company with respect to protection of trade secrets or
confidential information
arising out of the common or statutory laws of
the State of Colorado or any
other state or any country wherein
Consultant may from time to time perform
services pursuant to&nbs
