EXHIBIT 10.13
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made effective
as of this 1st day of August, 2003, by and between VERDISYS, INC., a California
corporation ("Verdisys") and TERRONNE PETROLEUM CORPORATION ("Contractor").
1. Services Compensation.
(a) Commencement of Services. Verdisys agrees to contract for
the Services of Contractor (as defined below), and Contractor agrees to
provide the Services to Verdisys on the terms and conditions set forth
in this Agreement. Contractor agrees to devote such time as Contractor
deems necessary to carry out the Services contemplated hereunder. In
the performance of the Services contemplated herein, Contractor is
acting as an independent contractor with the authority to control and
direct the performance of' the details of the Services, Verdisys being
interested only in the results obtained. However, the Services
contemplated herein must meet the approval of Verdisys and shall be
subject to its general right of inspection and supervision to secure
the satisfactory completion thereof.
(b) Description of Services. Contractor shall perform oil
field management services for Verdisys, Inc. on all of Verdisys' oil
and natural gas fields located in Monroe, Louisiana (the "Services").
(c) Compensation. Contractor will be paid Fourteen Thousand
Dollars ($14,000.00) per month for its performance of the Services.
Contractor shall invoice Verdisys monthly for services provided during
the preceding month. Verdisys shall pay Contractor net thirty (30) days
from the date of receipt of each invoice.
(d) Expense Reimbursement: Contractor will not be reimbursed
for expenses incurred by Contractor on behalf of Verdisys, unless
Contractor receives prior written consent from an officer of Verdisys.
The expense reimbursement must be supported by documents and/or
receipts.
(e) Performance of Services. Contractor hereby represents
that:
(i) the Services performed by Contractor shall be in
conformity with all applicable laws, codes, and/or ordinances;
(ii) Contractor shall supply all tools, equipment
and/or materials necessary to perform the Services; and
(iii) Contractor has workers compensation insurance
for all individuals providing the Services on behalf of Contractor or
that Contractor is exempt from the requirements of workers compensation
insurance. Contractor agrees to provide certificates evidencing such
issuance or such exception upon the request of the Verdisys.
2. Term and Termination. Performance of the services shall commence
August 1, 2003 and continue month to month. Contractor's engagement as
an
independent contractor shall be "at will." This means that Contractor
or Verdisys, without notice, may terminate this Agreement for any
reason or no reason at all, provided that the reason is not otherwise
in violation of the law.
3. Trade Secrets. Contractor shall not at any time disclose, or
himself use, other than in the performance of his duties under this
Agreement, any confidential information, trade secrets or property of
Verdisys and/or affiliates of Verdisys whether or not acquired or
conceived by Contractor. Contractor hereby acknowledges that such
confidential information, trade secrets and property are secret,
confidential and unique; that they constitute the exclusive trade
secrets and property of Verdisys and/or affiliates of Verdisys; that
such trade secrets and property will be made known to Contractor in
confidence in connection with the performance of the Services to be
provided by Contractor hereunder; and that any use of such trade
secrets or property by Contractor other than for the sole and exclusive
benefit of Verdisys and/or affiliates of Verdisys would be wrongful and
would cause irreparable harm to Verdisys and/or affiliates of Verdisys.
The provisions of this paragraph shall survive the termination of this
Agreement.
4. Indemnification. Contractor hereby agrees to indemnify, defend
and hold Verdisys harmless for any damage, injury or other loss, to
either property or person, resulting from Contractor's performance of
the Services required hereunder. The provisions of this paragraph shall
survive the termination of this Agreement.
5. Relationship of Parties. The parties confirm their intent that
Contractor's Services are retained only for the purposes and to the
extent set forth in this Agreement. Contractor's relationship with
Verdisys shall be and remain that of an independent contractor and not
that of an employee. Verdisys is interested only in the results to be
achieved, and the conduct, control, and management of the Services to
be provided will lie solely with Contractor. Contractor is not to be
considered an agent or employee of Verdisys for any purpose, and any
employees of Contractor are not to be entitled to any of the benefits
that Verdisys provides for its employees. It is further understood that
Contractor is free to perform Services for others while under contract
with Verdisys. Contractor shall not represent or hold itself out to be
an employee of Verdisys. Contractor does not possess the authority to
bind Verdisys in any agreements without the express prior written
consent of Verdisys.
6. General Provisions.
(a) Notices. All notices or other communications required or
permitted under this Agreement shall be in writing and shall be
personally delivered, delivered by overnight courier or sent by
registered or certified mail, return receipt requested and postage
prepaid; to the following addresses (or to such other addresses as a
party may give to the other by notice from time to time):
If to Verdisys: If to Contractor:
Verdisys, Inc. TerrOnne Petroleum Corporation
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
Personally delivered notices shall be effective upon delivery. Notices by mail
shall be effective as of the earlier of the date of actual receipt or 72 hours
after the date of mailing in the manner described above.
(b) Attorneys' Fees. In the event of the bringing of any
action or suit by either party hereto against the other party hereunder
alleging a breach of any of the covenants, conditions, agreements or
provisions of this Agreement, the prevailing party shall recover all
costs and expenses of suit, including reasonable attorneys' fees and
fees of expert witnesses.
(c) Assignment. Contractor's rights and obligations under this
Agreement may "not be assigned or transferred without the prior written
consent of Verdisys, which consent may be withheld for any reason.
(d) Waiver. Either party's failure to enforce any provision of
this Agreement, shall not in any way be construed as a waiver of any
such provision, or prevent that party thereafter from enforcing each
and every other provision of this Agreement.
(e) Withholding. Contractor agrees to assume full
responsibility for payment of all sums required for Social Security,
self employment withholding taxes and for any other federal, state or
local tax or charge which may now be in effect or hereafter enacted or
required as a charge on the compensation received by Contractor under
this Agreement. No part of Contractor's compensation will be subject to
withholding by Verdisys for the payment of any social security,
federal, state or any other employee payroll taxes. Verdisys will
regularly report amounts paid to Contractor by filing Form 1099-MISC
with the Internal Revenue Service as required by law.
(f) Entire Agreement. This Agreement contains the entire
agreement between tile parties hereto with respect to the subject
matter hereof, and no change, modification, alteration or extension of
this Agreement shall be valid except when it is made in writing and
duly signed by both of the parties hereto. This Agreement supersedes
any and all previous arrangements and Agreements, written or oral,
express or implied, if any, which may have been entered in to by and
between the parties hereto with respect to the subject matter of this
Agreement and any and all such previous arrangements and agreements, if
any, are hereby cancelled and terminated in all respects.
(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the Laws of Texas.
(h) Venue. In the event of any litigation hereunder, any such
action shall he brought in a state or federal court of competent
jurisdiction located in ____________ County, Texas.
(i) Time of Essence. Time is of the essence of each and every
term, condition, obligation and provision hereof.
(j) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which, together, shall constitute one and the same instrument. A party
may execute this Agreement and transmit its signature by facsimile,
which shall be fully binding, and the party taking such actions shall
deliver a manually signed original as soon as is practicable.
(k) Headings. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not
part of this Agreement.
(l) Construction. Whenever the context of this Agreement
requires the same, the singular shall include the plural and the
masculine shall include the feminine. This Agreement. shall not be
construed as if it had been prepared by one of the parties, but rather
as if both parties had prepared the same. Unless otherwise indicated,
all references to paragraphs and subparagraphs are to this Agreement.
In the event the day on which Verdisys or Contractor is required to
take any action under the terms of this Agreement is not a business
day, the action shall be taken on the next succeeding business day.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
"Verdisys"
Verdisys, Inc., a California corporation
By:
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▇▇▇ ▇▇▇▇▇▇▇▇, CEO
"Contractor"
TerrOnne Petroleum Corporation
By:
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▇▇▇ ▇▇▇▇▇▇▇▇, President
