This Engagement Agreement involves
Title: CORPORATE OFFICER / DIRECTOR/CONSULTING ENGAGEMENT AGREEMENT
CORPORATE OFFICER / DIRECTOR/CONSULTING
AGREEMENT made effective this 1st day of August, 2012 by and between Rangeford Resources, Inc. (the “Company”), address: 8541 North Country Road 11, Wellington, CO 80549 and Fred Ziegler (the “Consultant”), address: 8541 North Country Road 11, Wellington, CO 80549.
WHEREAS, the Company desires professional guidance and advice regarding public company and energy and desires Consultant to act as a Board Member and Officer, Consultant, Interim President; 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, Officer, Consultant, Interim President and Board Member 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 as Board Member and Officer, Consultant, Interim President, and Consultant agrees to act as Board Member and Officer, Consultant, Interim President for the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 10 hours per week to Officer, Consultant, Interim President related 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, 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, except 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.
(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 Officer, Consultant, Interim President, 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 as a Board Member on an as needed basis on reasonable request and up to 20 hours per week for Officer, Consultant, Interim President related services.
The Company will pay a retainer of $2,000 per month beginning and payable August 1, 2012 to perform the services as interim President and Director Fees. Company shall pay monthly in arrears.
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.
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 one 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.
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 Agreem