CORPORATE ADVISOR
ENGAGEMENT AGREEMENT
THIS
AGREEMENT is made as of this 1st day of
October, 2009 by and
between Sun River Energy, Inc. (the "Company"),
located at 7609 Ralston Road,
Arvada, Colorado 80002 and Erwin Single (the "Consultant"), located
at 1410 High
Street, Denver, Colorado 80218
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
capital development and implementation; and is willing
to act as an advisor to
the Company upon the terms and conditions set forth in this
Agreement;
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 an advisor on its
Advisory Board on energy business
matters, consistent with Consultant's
expertise and ability, and Consultant agrees to consult with
the Company during
the term of this Agreement. All parties
understand that Consultant has many
other business interests and will devote as much time
as in its discretion as
necessary to perform its 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, and this Agreement does not
make Consultant the employee, agent, or legal representative
of the Company for
any purpose whatsoever, including without
limitation, participation in any
benefits or privileges given or extended by the Company
to its employees. No
right or authority is granted to
Consultant to assume or to create
any
obligation or responsibility, express or implied, on behalf of or
in the name of
the company, expect as may be set forth herein. 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 available to Company its services
as an
Advisor on an as needed basis upon reasonable request.
Consultant shall provide
planning for and other advisory
services as the Company may
specifically
request. Specific fees for each separate service rendered by
Consultant shall be
established at the time Consultant is requested to undertake each
service.
<PAGE>
2. Compensation
(a) The Company will issue 10,000
shares of restricted common stock
to
Consultant as a retainer. This retainer is based on Consultant's
estimate of the
billable hours for services for a period of
one year after the date of this
Agreement at a rate of $200.00 per hour for a maximum of 75 hours.
Company shall
issue said shares within sixty (60) days from the execution of this
Agreement by
both parties. The restriction shall be for a six (6) month
duration from issue,
after which the shares will be free-trading.
(b) 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. Consultant shall submit related receipts and
documentation with his
request for reimbursement.
4. Renewal; Termination
(a) This
Agreement shall continue in effect until
terminated by the
parties. Either the Company or the Consultant may
terminate this Agreement by
giving the other party thirty (30) day's written
notice, provided that in the
case of Consultant, the seventy-five (75) hours mentioned in
Section 2 above has
been fulfilled. 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,
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