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 Energy West Corporation
(the "Consultant"), located at 1410 High
Street, Denver, Colorado 80218.
Sun River Energy,
Inc. hereby engages Energy West
Corporation, as
Consultant, under the following terms and
conditions, to be effective as of
October 15, 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,
James E. Sullivan ("Sullivan") is employed
by Consultant
and has expertise in the area of energy exploration and
project development
and implementation;
WHEREAS,
Consultant is willing to provide the services of Sullivan
to
act as a part-time advisor and consultant
to the Company upon the terms and
conditions set forth in this Agreement. Unless
specified otherwise, James E.
Sullivan and Energy West Corporation shall
together herein be referred to as
Consultant;
WHEREAS,
Consultant is to be hereby engaged to provide the services of
Sullivan to act as Vice President of Land
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
to provide the
services of Sullivan as Vice President of Land,
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 and
Sullivan 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 hereby agrees that Consultant's and
Sullivan's efforts and
all forms of beneficial interest
related to, or otherwise connected
to,
Consultant's other business 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 Sullivan, and this Agreement does not make
Consultant or Sullivan
the employee of the Company for any purpose whatsoever. No right or
authority is
granted to Consultant or Sullivan to assume
or to create any obligation or
responsibility, in excess of $2,500.00, express or
implied, on behalf of or in
the name of the Company, expect as authorized
by Resolution of the Board of
Directors or other management personnel designated by
the Company. 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 Sullivan available to
Company as Vice
President of Land on a part-time as needed basis upon
reasonable request by the
Company. Sullivan shall provide planning and
other advisory services as are
necessary to carryout the business of the Company.
2. Compensation
(a) The
Company will pay Consultant a day rate of $600.00 per
day for
consulting work performed on Sun River Projects, as directed by the
President or
Board. Such day rate shall be billed per each calendar month and
paid by Company
on the 15th day of the following month.
(b) In addition to the day rate (a)
Company shall deliver to
Consultant the 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 ten (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 or
Sullivan will never, either during
or after the term of this Agreement,
intentionally 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 and
Sullivan 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 this
Agreement. This Section 5 shall
survive the termination or expiration of this Agreement.
<PAGE>
6. False or Misleading
Information
The Company
warrants that it will provide Consultant
with accurate
financial, corporate, and other data required by
Consultant and necessary for
full disclosure of all facts relevant to any
efforts required of Consultant
under this Agreement.
