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Mr. Fred Ziegler, Director Mr. Gregory Hadley, Director Rangeford Resources, Inc. 5215 N. O'conner Blvd, Suite 1820 Irving, Tx 7503

Engagement Agreement

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 This Engagement Agreement involves

RANGEFORD RESOURCES, INC. | Pt Platinum Consulting, LLC | Rangeford Resources, Inc

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Title: Mr. Fred Ziegler, Director Mr. Gregory Hadley, Director Rangeford Resources, Inc. 5215 N. O'Conner Blvd, Suite 1820 Irving, Tx 7503
Date: 5/5/2014

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May 5, 2014

 

Mr. Fred Ziegler, Director

Mr. Gregory Hadley, Director

Rangeford Resources, Inc.

5215 N. O’Conner Blvd, Suite 1820

Irving, Tx 7503

 

This engagement letter sets forth the terms and objectives of the engagement and the nature and limitations of the services to be provided to Rangeford Resources, Inc  (the “Company”) by employees, associates or members of Pt Platinum Consulting, LLC (PtPC) until mutually changed.

WORK TO BE DONE

A.

Agreed Upon Services. PtPC will provide professional services by providing temporary chief financial officer assistance.  PtPC may provide additional accounting and financial reporting assistance relating to other matters that may come up from time to time.      

FEE SCHEDULE

The fee schedule for the agreed upon procedures is as follows:

A.

Professional Fees. Fees for professional services are based on the time expended at the current hourly rate as follows unless otherwise mutually discussed and agreed to in writing:  

·

Michael Ussery- $375 per hour

·

Rebecca Cantu- $250 per hour

Other Staff- rates commensurate with experience

B.

 Direct Expenses. Additional charges for travel costs and other miscellaneous out-of-pocket expenses will be billed on actual expenses incurred.  Such charges

 

are in addition to any professional service fees and will be due and payable upon presentation.

C.

Fees for professional services are due and payable upon presentment of the invoice.

TERMINATION

Right to Terminate . Either party may terminate this relationship at any time by any form of written notification including E-Mail. If the Company terminates the agreement, the Company will be liable for any incurred, but unpaid professional services plus out-of-pocket expenses incurred, including any non-refundable travel arrangements that may have been purchased in contemplation of this agreement.

INDEPENDENT CONTRACTOR/NO AUTHORITY TO BIND

In performing the services to be performed pursuant to this Agreement, PtPC is an independent contractor, with the authority and right to direct and control all the details of the services, the Company being interested only in the results obtained.  The results of the services shall meet the approval of The Company and shall be subject to the general right of inspection.  The Company, however, shall have no right or authority to control any manner or method of the services, or to control, supervise, direct or give instructions to, the employees or representatives of PtPC, but such employees or representatives at all times shall be under the direct and sole supervision and control of PtPC.  The parties intend that no relationship as master and servant or principal and agent exist between THE COMPANY and PtPC, or the employees or representatives of PtPC, and that the services be performed at the sole risk of PtPC.  PtPC shall comply with all applicable federal, state and local laws, rules and regulations relating to its employees and subcontractors and shall be responsible for, and indemnify the Company against, the withholding of income tax, FICA and similar taxes and withholdings of PtPC’s employees and contractors.

 The services provided herein do not constitute legal advice and the Company will seek appropriate legal review and advice as it deems appropriate.

CONFIDENTIAL INFORMATION

In the course of this engagement, it is anticipated that PtPC may acquire or develop confidential information relating to the Company.  During and for a period of twelve months after the date of this Agreement, PtPC shall not directly or indirectly disclose any information which is known to be confidential information relating to the  Company, unless such disclosure is:  (i) to an employee or director of the Company; (ii) to


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