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Corporate Officer Consulting Engagement Agreement

Engagement Agreement

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Date: 12/10/2012

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AGREEMENT made effective this 3rd day of December, 2012 by and between Rangeford Resources, Inc. (the “Company”), with an address of 5215 N. O’Connor Boulevard, Suite 1820, Irving, TX 75039, and Steven R. Henson (the “Consultant”), address: 7002 W. Clearmeadow Circle, Wichita, KS 67205.


WHEREAS, the Company desires the Consultant to take a leadership role in guiding the corporation to profitability and increased revenues as well as implementing an overall corporate strategy; and


WHEREAS, Consultant has expertise in the area of creating and implementing corporate strategy and guiding companies to profitability and is willing to act as a President 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 to act in the capacity of President, and Consultant agrees to act in a capacity as President during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 25 hours per week to consulting as President 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 creating and implementing corporate strategy, and shall be responsible for complying with complying with all applicable laws regarding the reporting and governance of a publicly traded company.





As compensation for his Consulting Services hereunder, the Company shall pay Director an annual fee at the rate of $120,000.00, which shall be paid in accordance with Company's regularly established practices regarding the payment of such fees, but in no event later than 12 months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any.  









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 from time to time in the Company Stock Option /Award/Incentive Plan, as adopted and amended.



Consultant agrees and acknowledges that, because the Company is a “start-up” company, the Consultant’s Fee will be paid only from funds received in future raises or from positive cash-flow, if those funds are available.  If the funds are not available, Consultant agrees to accept like payment of the annual fee in options in the same form as Exhibit A, if after 12 months from the effective date hereof the Company does not have cash available to compensate the Consultant.     





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.



Renewal; Termination



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



“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 Informat

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