CONSULTING AGREEMENT 2-06
Exhibit 10.1
CONSULTING
AGREEMENT 2-06
New
York
January
16, 2007
This
Agreement is made on January 16, 2007, by and between Siberian
Energy Group Inc.,
a State
of Nevada incorporated company, with the address of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and a Consulting
Firm “Business-Standard”,
a
Moscow, Russia incorporated company, with the address of 107120, Russia, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #▇▇, ▇▇▇▇ ▇.
In
this
Agreement, the party who is contracting to receive services shall be referred
to
as the "Company", and the party who will be providing the services shall be
referred to as the "Consultant".
WHEREAS
the
Consultant has expertise in management, marketing, financial, and legal
consulting,
WHEREAS
the
Consultant and the Company have previously signed the Consulting Agreement
effective March 15, 2006 and the Company is desirous of having extended
consulting services by the Consultant for year 2007,
Therefore,
the parties agree as follows:
1.
DESCRIPTION OF SERVICES.
The
Consultant shall provide the following services (collectively, the "Services"):
General management, public market, financial and legal consulting services,
which will include, but not be limited to, specific tasks and projects as will
be determined from time to time by the board of directors of the
Company.
These
consulting services will include:
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investigating
financing opportunities in private and public markets, including
the
territory of Russian Federation;
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assisting
in the establishment of the Company's day to day business
management;
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interfacing
with the Company’s shareholders and strategic partners;
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assisting
in negotiations with potential investment partners and strategic
partners
in merger opportunities according to SEG
instructions;
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publicizing
latest Company activities and undertakings to the Company’s shareholders
as the Company deems material and
appropriate;
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assisting
in the preparation of the company's Business Plan, Private Placement
Memorandum and other documentation necessary for the solicitation
of loans
and investment funds for the
Company;
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assisting
in acquisition by the Company’s investee of new geological exploration or
production licenses on the territory of Russia, Western Siberia region,
legal guidance and consultations throughout the entire process, up
until
the Client receives title to the license.
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2. PERFORMANCE
OF SERVICES. The
manner in which the Services are to be performed and the specific hours to
be
worked by the Consultant shall be determined by the Consultant. The Company
will
rely on the Consultant to work as many hours as may be reasonably necessary
to
fulfill the Consultant's obligations under this Agreement.
3. FEES.
In
consideration of the Services to be provided by the Consultant hereunder, the
Company agrees to reimburse the Consultant with a consulting fee of US$15,000
per month starting January of 2007.
4. GRANT
OF SHARES In
addition to cash consideration described in item 3 above the Company agrees
to
issue 200,000 restricted common shares of Siberian Energy Group Inc. as a
signing bonus for 2007 services.
Additionally,
in connection with successful acquisition by the Company of the Russian-based
“Kondaneftegaz LLC”, operating in the Khanty-Mansiysk region of Russian
Federation, the Consultant will be awarded with Company’s restricted shares of
common stock in amount of 200,000 shares.
5. EXPENSE
REIMBURSEMENT.
The
Company shall pay all reasonable "out-of-pocket" expenses, including but not
limited to travel and accommodations, with the prior approval of the Company’s
Chief Executive Officer required.
7. SUPPORT
SERVICES.
The
Company will provide to the Consultant all the necessary documentation, as
the
Company deems relevant and appropriate, required in the efforts to distribute
information about and solicit investments in the Company, including but not
limited to a Business Plan and a Private Placement Memorandum and will cooperate
with the Consultant in keeping all the existing and potential stakeholders
informed of the Company’s up-to-date operational and legal
standing.
8. COMPANY
APPROVAL. The
Consultant and the Company recognize that the Consultant's Services will include
approaching individuals and institutions that the Company already has had
contact with or declines to entertain. The Consultant shall provide information
to the Company prior to approaching any individuals and institutions and obtain
the approval of the Company’s Chief Executive Officer.
9. TERM/TERMINATION.
This
Agreement shall be for a period of twelve months, ending on December 31, 2007.
It shall automatically be renewed for a further twelve months unless terminated
by either party fifteen days prior to the end of the term of the
contract.
10. RELATIONSHIP
OF PARTIES. It
is
understood by the parties that the Consultant is an independent contractor
with
respect to the Company, and not an employee of Siberian Energy Group Inc. The
Company will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit.
11.
DISCLOSURE.
The
Consultant is required to disclose any outside activities or interests,
including ownership or participation in the development of prior inventions,
that conflict or may conflict with the best interests of the Company’s
management and shareholders.
12.
EMPLOYEES.
The
Consultant's associates, if any, who perform services for the Company under
this
Agreement shall also be bound by the provisions of this Agreement.
13.
INDEMNIFICATION.
The
Company agrees to indemnify and hold harmless the Consultant from all claims,
losses, expenses, fees including attorney fees, costs, and judgments that may
be
asserted against the Consultant that result from the acts or omissions of the
Company.
14.
ASSIGNMENT.
The
Consultant's responsibility under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written
consent of the Company’s board of directors.
15.
CONFIDENTIALITY.
The
Company recognizes that the Consultant has and will have proprietary information
(collectively, "Information") which are valuable, special and unique assets
of
the Company and need to be protected from improper disclosure to unrelated
parties. In consideration for the disclosure of the Information, the Consultant
agrees that it will not at any time or in any manner, either directly or
indirectly, use any Information for its own benefit, or divulge, disclose,
or
communicate in any manner any Information to any external party without the
prior written consent of the Company. The Consultant will protect the
Information and treat it as strictly confidential.
16.
CONFIDENTIALITY
AFTER TERMINATION.
The
confidentiality provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.
17.
NOTICES.
All
notices required or permitted under this Agreement shall be in writing and
shall
be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:
IF
for
the
Company:
Siberian
Energy Group Inc.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇,
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
Chief Executive Officer
IF
for
the
Consultant:
LLC
“Business-Standard”
▇▇▇▇▇▇,
▇ ▇▇▇▇, ▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
ïåð., ’.17, ñòð.1
Such
address may be changed from time to time by either party by providing written
notice to the other in the manner set forth above.
18.
ENTIRE
AGREEMENT. This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the
parties.
19.
AMENDMENT.
This
Agreement may be modified or amended if the amendment is made in writing and
is
signed by both parties.
20.
SEVERABILITY.
If
any
provision of this Agreement shall be held to be invalid or unenforceable for
any
reason, the remaining provisions shall continue to be valid and enforceable.
If
a court finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid and enforceable,
then
such provision shall be deemed to be written, construed, and enforced as so
limited.
21.
WAIVER
OF CONTRACTUAL RIGHT. The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
22.
APPLICABLE
LAW. This
Agreement shall be governed by the laws of the State of New York.
IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of
the date first written above.
Party
receiving services:
By: _David
Zaikin__________ /s/
▇▇▇▇▇ ▇▇▇▇▇▇
Chief
Executive Officer__
Party
providing services:
Consulting
Firm “Business-Standard”
By: _Igor
Ryabokon_________ /s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
_Director_______________