This Engagement Agreement involves
Title: CORPORATE OFFICER CONSULTING ENGAGEMENT AGREEMENT
CORPORATE OFFICER CONSULTING
AGREEMENT made effective this 1st day of September, 2012 by and between Rangeford Resources, Inc. (the “Company”), address: 8541 North Country Road 11, Wellington, CO 80549 and John Miller (the “Consultant”), address: P.O. Box 3797 Cordova, TN 38088.
WHEREAS, the Company desires professional guidance and advice regarding public company and energy and desires Consultant to act as a Chief Financial Officer; and
WHEREAS, Consultant has expertise in the area of public companies and energy companies and extensive finance background; and is willing to act as a Consultant, and Chief Financial Officer 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:
Duties, Scope of Agreement, and Relationship of the Parties
The Company hereby agrees to retain Consultant and Chief Financial Officer, and Consultant agrees to act as Chief Financial Officer for the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 20 hours per week to Chief Financial Officer related duties and services 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.
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, of 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.
(i) Consultant will be responsible for overseeing the preparation of the financial books and records of the Company and will have such authorities as would normally accrue to a Chief Financial Officer, such as approving contracts, expenditures, signing checks and otherwise issuing funds, certifying to financial and other Company information, etc.
Consultant agrees to make available to Company its services up to 20 hours per week for Chief Financial Officer related services.
Subject to vesting, as set forth on Exhibit A, the Company will issue 20,000 shares of restricted common stock as described in Exhibit A to Consultant as a retainer and Company will pay $7,000 per month beginning and payable September 1, 2012 to perform the services as CFO. In addition for services Consultant shall earn an additional $5,000 per month in form of shares priced at market of the common stock on last trading day of each month. Company shall issue said retainer shares within sixty (60) days from the execution of this Agreement by both parties. Consultant may elect to take such retainer common shares as Options under the same terms. In addition, Company agrees to make Exhibit B “Initial Option Award” part of this agreement., subject to vesting., and subject to and issued under the Company Employee/ Consultant Stock Option and Award Plan.
Other forms of compensation for additional services may occur depending on the nature of a specific engagement and only upon the mutual agreement of both parties.
Consultant shall participate during each calendar year (or part thereof) during which he is engaged as an officer or director in the Company Stock Option /Award/Incentive Plan, as adopted and amended from time to time.
The Company shall reimburse Consultant for all 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.
This Agreement shall continue in effect for successive 12 month terms until terminated by the parties. Either the Company or the Consultant may terminate this Agreement by giving the other party thirty (30) days written notice prior to end of term. However, termination of Consultant by the Company shall not relieve the Company of its financial obligations to Consultant as defined herein. Death of the Consultant and his inability to continue performing his duties under the Contract will relieve the Company of its financial obligations to Consultant as defined herein except for the payment to the Consultant’s beneficiary, legal representatives or estate, as the case may be, of any accrued compensation plus 90 days of additional compensation as used in Section 2(a) “Compensation”.
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 15 business days after having received notice thereof.
Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.
“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:
Trade secret information about the Company and its products;
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
Information concerning any of the Company’s past, current, or possible future products, including (without limitation) information about the Company’s prospects, research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.
Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).
Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it for a period of two (2) years after termination of this Agreement. However, information in the possession of Consultant as of the Effective Date of this Agreement, information that is public or becomes public, or information that is required to be disclosed by a bona fide legal authority is exempt from this Agreement.
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