Attached files
| file | filename |
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| 10-Q - Glen Rose Petroleum CORP | v211982_10q.htm |
| EX-31.2 - Glen Rose Petroleum CORP | v211982_ex31-2.htm |
| EX-31.1 - Glen Rose Petroleum CORP | v211982_ex31-1.htm |
| EX-32.1 - Glen Rose Petroleum CORP | v211982_ex32-1.htm |
| EX-32.2 - Glen Rose Petroleum CORP | v211982_ex32-2.htm |
| EX-10.28 - Glen Rose Petroleum CORP | v211982_ex10-28.htm |
| EX-10.22(A) - Glen Rose Petroleum CORP | v211982_ex10-22a.htm |
CONSULTING
SERVICES AGREEMENT
This Consulting Services Agreement
(“Agreement”), dated October 22, 2010 is made by and between James Casperson
(“Consultant”), whose address is 6483 South Vance Street, Littleton, Colorado
80123, and Glen Rose Petroleum Corporation, a Delaware corporation (“Company”),
having its principal place of business at 22762 Westheimer Parkway, Suite 515,
Katy, Texas 77450.
WHEREAS,
Consultant has extensive background and knowledge in the area of financial
record keeping, accounting and financial reporting in the oil and natural gas
industry;
WHEREAS,
Consultant desires to be engaged by Company, and Company desires to engage
Consultant, to provide information, evaluation and consulting services to the
Company in his area of financial knowledge and expertise, on the terms and
subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration for those services Consultant provides to Company,
the parties agree as follows:
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1.
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Agreement. The
completed and signed Schedules attached to this Agreement shall form part
of this Agreement and shall be governed by this Agreement, unless
otherwise specified on the
Schedule.
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2.
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Services. Company is
retaining the services of the Consultant, to provide consulting services
outlined in Schedule A (the “Services”), in accordance with the terms and
conditions contained in this Agreement. During the term of this Agreement,
Consultant shall provide the Services to Company exclusively, and shall do
so in a professional, business-like manner in accordance with applicable
law and, if applicable, company workplace
policies.
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3.
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Term. The term of this
Agreement will be for 90 days, commencing on October 25, 2010, and ending
on January 22, 2011, unless this Agreement is terminated earlier in
accordance with the termination provisions below in this Agreement or is
terminated or extended by written agreement of the
parties.
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4.
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Consultant
status. Consultant’s relationship with the company, as
created by this Agreement, is that of an independent contractor and
Consultant is not an officer or employee for any
purpose.
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5.
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Fees. The fees shall be
as outlined in Schedule B. For greater certainty, Company shall not be
liable to provide or pay for any benefits, such as, health, dental or
worker’s compensation insurance coverage, pension contributions, vacation
time or vacation pay, overtime pay, sick leave or emergency leave on
account of Consultant or termination or severance pay, and Consultant
acknowledges that it is not entitled to any of the foregoing
benefits.
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6.
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Business Expenses.
Company shall reimburse Consultant for reasonable and necessary expenses
incurred by Consultant that have been pre-authorized by Company. Company
will not reimburse Consultant for expenses related to a home office, tools
and equipment, or travel to and from Consultant’s residence and the
Company’s place of business.
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7.
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Invoices. Consultant
shall invoice Company monthly for the cash fees, as outlined in Schedule
B. The invoice will set out the dates that consulting services were
provided, the hours worked and the total fees payable.Company shall pay
the invoices within 15 days after
receipt.
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8.
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Indemnification
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(a)
Company. Company agrees to indemnify, defend, and shall
hold harmless Consultant and /or his agents, and to defend any action
brought against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable legal fees to the extent
that such action is based upon a claim that: (i) is true, (ii) would
constitute a breach of any of Company’s representations, warranties, or
agreements hereunder, or (iii) arises out of the negligence or wilful
misconduct of Company, or any Company content to be provided by Company
and does not violate any rights of third parties, including, without
limitation, rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
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(b)
Consultant. Consultant agrees to indemnify, defend, and shall
hold harmless Company, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand, cause of action,
debt or liability, including reasonable legal’ fees, to the extent that such an
action arises out of the gross negligence or wilful misconduct of
Consultant.
(c) Notice. In claiming any
indemnification hereunder, the indemnified party shall promptly provide the
indemnifying party with written notice of any claim, which the indemnified party
believes falls within the scope of the foregoing paragraphs. The indemnified
party may, at its expense, assist in the defense if it so chooses, provided that
the indemnifying party shall control such defense, and all negotiations relative
to the settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified party's written
consent, which shall not be unreasonably withheld.
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9.
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Limitation of Liability.
Consultant shall have no liability for consequential, exemplary, special,
incidental, or punitive damages even if Consultant has been advised of the
possibility of such damages. In any event, the liability of Consultant to
Company for any reason and upon any cause of action, regardless of the
form in which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not exceed the
aggregate of the compensation paid by Company to Consultant for the
specific service provided that is in
question.
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10.
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Information provided.
Company shall provide all relevant, accurate and timely information
relating to financial and accounting purposes including, but not limited
to, full disclosure of all contracts, obligations, Board resolutions and
issuance of equity and debt
instruments.
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11.
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Termination of
Agreement. This Agreement may be terminated before the end of the
original term by either party by any of the following
events:
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i)
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Two
weeks written or verbal notice by either Party to the other, which may be
effective immediately or termination effective a mutually agreeable date
or
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ii)
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Upon
the bankruptcy or insolvency of either Party;
or
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iii)
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Upon
the death or incapacity of the
Consultant.
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12.
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Intellectual and Proprietary
Rights. The Consultant recognizes that all rights, including,
without limitation, all intellectual and other proprietary rights, and
documentation related thereto, which have been provided by Company to
Consultant in connection with the performance of any of the services, are
owned and shall continue to be owned by Company. Consultant also
recognizes and agrees further that all intellectual and other proprietary
rights, in and to any methods, systems, inventions, concepts, ideas,
know-how, data and databases, technology, and any enhancements,
modifications, or additions to the foregoing or to any products owned,
marketed or used by as well as any and all material, documentation,
information and goods of Company, which have been created or developed by
Consultant in connection with the performance of the Services shall inure
to the benefit of and belong to
Company.
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13.
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Confidentiality. The
Consultant further acknowledges that in the course of providing the
Services he may acquire nonpublic information that is confidential to
Company which information is the property of Company. As such, Consultant
agrees to treat all such information as confidential and not to use or
disclose any such information, except as necessary in the performance of
Services or as may be required by applicable
law.
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14.
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Arbitration. (a)
Upon the request of any party, any dispute, controversy or claim arising
out of or in connection with, or relating to this Agreement or any breach
or alleged breach hereof, shall be submitted to, and settled by, binding
arbitration in Harris County, Texas administered by the American
Arbitration Association (“AAA”) in accordance with the Commercial
Arbitration Rules and the Optional Rules for Emergency Measures of
Protection of AAA. The disputing parties may also agree to arbitration at
any time or at any other place or under any other form of arbitration
mutually acceptable to the parties so
involved.
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(b)
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The
AAA arbitration award shall be final and binding, and a court having
jurisdiction may enter judgment upon the award rendered by
the arbitrator(s). The parties hereby irrevocably consent and submit
to the jurisdiction of any federal or state court in the Harris
County, Texas, for this purpose and waive any objections to such
judgment based on venue and/or forum non conveniens. Any
provisional remedy which would be available from a court of law shall
be available from the arbitrator(s) to the parties to this
Agreement pending arbitration. Three neutral arbitrators chosen by
AAA shall conduct the arbitration. The parties shall equally bear the
arbitration expenses, provided that each party shall pay for and bear
the cost of its own experts, evidence, and counsel’s
fees.
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15.
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Notices. Any and all
notices required under this Agreement shall be in writing and shall
be either hand-delivered or mailed, certified mail, return receipt
requested, or delivered by courier delivery service, addressed
to:
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To
Company: Attn.: Andrew Taylor-Kimmins
Glen Rose
Petroleum Corporation
22762
Westheimer Parkway, Suite 515
Katy, TX
77450
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To
Consultant:
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James
Casperson
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6483
South Vance Street
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Littleton,
Colorado 80123.
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All
notices shall be deemed delivered as of the date actually delivered or a
proper delivery is refused. Any changes in any of the addresses listed herein
shall be made by notice as provided in this Section.
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16.
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Assignment. This
Agreement is not assignable by the company without Company’s prior written
consent.
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17.
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Counterparts. This
Agreement shall be executed in any number of counterparts which may be
original or photostatic copies, which may be confirmed by facsimile
signature transmitted by telephone, and each copy bearing original or
facsimile signatures shall be deemed a duplicate
original.
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18.
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Governing Law. The
Parties agree that this Agreement shall be governed by the laws of the
State of New York.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
Glen Rose
Petroleum Corporation
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By:
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/s/ Andrew Taylor-Kimmins
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/s/ James Casperson
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Name: Andrew
Taylor-Kimmins
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James
Casperson
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Title: CEO
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3
Schedule
A
Compensation
Consultant
will be available to Company on an as needed basis, with the understanding that
this will be approximately 10 hours per week and without the prior approval of
the Company, shall not exceed 40 hours per month.
In
consideration for the Services, Consultant will be entitled to be paid at the
hourly rate of $125 per hour, which amount is being settled, by agreement of the
parties, as follows:
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1.
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Services
Pre-payment: On or before November 1, 2010, Company shall
direct its transfer agent to issue to Consultant 37,500 shares of
restricted common stock of the Company, which shall have a standard
restrictive legend.
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2.
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Monthly
Services Billing: At the end of each 30 day period during the
term of this Agreement, Consultant shall submit a written invoice to
Company that shall include the dates that the Services were provided, the
hours worked and the total fees payable calculated at the rate of $62.50
per hour (which is the agreed rate reflecting adjustment by reason of the
Services Pre-payment).
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3.
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Services
Completion Bonus - On or before January 14, 2011, Company shall deliver to
Consultant a warrant for the purchase of 10,000 shares of Company’s common
stock at a per share exercise price of $0.60 per
share.
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Consultant
has incurred costs to interview and meet in Rocksprings and New York of
$1,512. Reimbursement for these costs will be made by October 31,
2010.
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Schedule
B
The
Services
The
Services are accounting and financial consulting services to include, but not be
limited to:
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Assistance
with establishing accounting, financial and operational reporting
systems
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Creating
and accounting infrastructure to assist management in the operations of
the company
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Provide
financial and accounting consulting services related to Securities and
Exchange Commission quarterly and annual reports and other reporting to
government agencies
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Assistance
with investor relations
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Assistance
with infrastructure for
communications
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Assistance
with planning
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Assistance
with administrative and financial operations of the
company
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Hiring
and training personnel
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Consultant
shall report to the CEO and otherwise as reasonably directed by the
SEO.
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