This Agreement made on the ____ day of _____________ 2001, by and between WestWater Resources, a New Mexico, Limited Liability, Common Law Business Trust, its successors and assigns ("Consultant"), whose principal place of business is located at 610 Gold Avenue, Southwest - Suite 111, Albuquerque, New Mexico 87102, and _________________________________, (husband and wife as joint tenants in common with rights of survivorship) _____________________________(a (State) _____________ Corporation)(a (State)___________ Limited Partnership)(a (State) _________________ General Partnership) (a (State) Limited Liability Company) (a (State) __________Business Trust) (a (State) _____________ sole proprietorship) and his/hers/their/its personal representatives, devisees, legatees, heirs, successors and assigns whose principal place of business/residence is situated at ________________________(Address), _______________(City), ____(State) __________ (Zip Code) (hereinafter referred to as the "Principal(s)'). Principal(s) and Consultant when referred to collectively shall be the "Parties."
1. The Principal(s) is/are involved in certain projects regarding water and require assistance with regard to said project such as advice regarding water markets, water marketing, the value of water, water rights, abstraction licences, regulatory issues, technical matters, and other matters; and,
2. The Consultant and its personnel have been engaged in the water business for 35 years and are knowledgeable in the water business and have been qualified as experts in technical fields related to water in administrative hearings and by federal and state courts; and,
3. The Principal(s) wish to retain the consulting services of Consultant.
NOW THEREFORE, Principal(s) hereby retain the services of Consultant under the following terms and conditions.
1.0 TERM OF AGREEMENT - Principal(s) does/do hereby engage the Consultant for a period of two months and so long thereafter as income is received from the use.
2.0 FEES AND EXPENSES - The Consultant will establish a monthly retainer fee based on the anticipated level of service. The fee will be payable one month in advance. All expenses including travel, per diem, and other expenses will be approved by Principal(s) in advance and will be billed separately.
All payments due and payable hereunder shall be made at the addresses hereinabove set forth on the first of each month unless Consultant has otherwise notified Principal(s) in writing of a different address for payment.
3.0 DUTIES OF CONSULTANT - Consultant agrees to provide advice and other services agreed upon, but not the services of an Agent, as requested by Principal(s).
4.0. TERMINATION OF AGREEMENT - Principal(s) shall have the right by thirty (30) days prior written notice to Consultant, to terminate this Agreement at anytime.
The Consultant shall have the right by written notice to Principal(s) to terminate this Agreement at any time provided that such termination shall not affect the rights of the Consultant to any compensation to which it is entitled hereunder.
5.0 CONSULTANT NOT TO DIVULGE INFORMATION OBTAINED DURING EMPLOYMENT - As part of the consideration required of it under this Agreement, the Consultant and its employees, officers, and trustees agree that they will not at any time thereafter divulge to any person or entity any confidential information received by them during or after the term of this Agreement with regard to the personal, financial, or other affairs of Principal(s), and all such information shall be kept confidential and shall not in any manner be revealed to anyone.
6.0 CONSULTANT NOT TO DIVULGE FORMULAS, METHODS, PROCESSES - The Consultant expressly covenants and agrees that it will not at any time during or after termination of this Agreement reveal, divulge or make known to any person any confidential information of Principal(s), or reveal, divulge, or make known to any person of any secret or confidential information whatsoever in connection with Principal(s) or its business or anything connected therewith, or solicit, interfere with, or endeavor to entice away from Principal(s) any customer or any person in the habit of dealing with Principal(s), and Principal(s) may apply for and have an injunction restraining the breach or the threatened breach of any of the covenants hereof
7.0 DAMAGES FOR BREACH OF AGREEMENT - In the event of a breach of this Agreement by either Party hereto resulting in damages to the other Party, that other Party may recover from the Party so breaching said contract such damages as may be sustained.
8.0 ENTIRE AGREEMENT - This Agreement constitutes the entire Agreement of the Parties and memorializes all past and present written and oral agreements and supercedes all prior agreements; and, no statements, promises, or inducements made by either Party or Consultant that are not contained in this Agreement shall be valid or binding.
9.0 AMENDMENTS - This Agreement may not be enlarged, modified, altered, or otherwise amended except in writing, signed by the Parties hereto and endorsed on this Agreement.
10.0 LEGAL JURISDICTION AND GOVERNING LAW(S) - This Agreement shall be governed, construed, interpreted, and enforced in accordance with the Laws of the State of New Mexico.
11.0 SATISFACTION - Pursuant to Article XII of the Contract and Declaration of Trust dated September 9, 1996, and Minute Number 5 entered into the Minute Book thereof, any person(s) shall look only to the funds and property of Consultant for payment or for settlement of any debt, tort, damage, judgment, decree, or for any indebtedness that may become payable hereunder; and that the Trustee(s), officer(s), and Consultant(s) are like employees and not personally liable when dealing with WestWater properties or matters for satisfaction of any judgement.
12.0 LIABILITY - Neither Party nor other affiliated companies, nor the officers, Consultants and employees, trustees, beneficiaries, or shareholders shall be liable to the other in any action or claim for consequential or special damages, loss of profits, loss of opportunity, loss of product, or loss of use and any protection against liability for losses of damages afforded any individual or entity by these terms shall apply whether the action in which recovery of damages is sought is based on contract, tort (including sole, concurrent or other negligence and strict liability of an protected individual or entity), statute or otherwise. To the extent permitted by law, any statutory remedies that are inconsistent with these terms are waived.
13.0 NOTICES - All notices, requests and other communications pursuant to this Agreement shall be addressed as follows:
All notices or other communications required by this Agreement shall be in writing and shall be sent by courier, registered, certified or first-class mail or Telefacsimile (fax) and shall be regarded as properly given in the case of a courier upon actual delivery to the proper place of address; in the case of a letter, seven (7) days after the registered, certified or first-class mailing date if the letter is properly addressed and postage prepaid; in the case of Telefacsimile (fax), on the day following the date of transmission if properly addressed and sent to the correct number; and shall be regarded as properly addressed if sent to the parties or their representatives at the addresses provided in this Agreement.
Any Party hereto may, by written notice, to the other Parties, change the address to which notices to such Party are sent.
14.0 SETTLEMENT OF DISPUTES - Any claim or controversy arising out of this Agreement shall be settled by a court of competent jurisdiction. Either Party hereto may pursue the remedy of specific performance in the event of failure to comply with the terms and provisions of this Agreement.
15.0 COMMENCEMENT OF AGREEMENT - This Agreement shall be in effect from the date first above written.
16.0 CAPTIONS - The captions of any articles, paragraphs or sections hereof are made for convenience only and shall not control or affect the meaning or construction of any other provision hereof and pursuant to the rules of construction, each section shall be known by its plain meaning.
17.0 SEVERABILITY - The invalidity or unenforceability of any particular provision of this Agreement, or portion thereof shall not affect the other provisions or portions thereof; and, this Agreement shall be construed in all respects as if any such invalid or unenforceable provisions or portions thereof were omitted and this Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have set their hands hereinbelow on the date above first written.
WESTWATER RESOURCES, a New Mexico Business Trust
(NAME OF COMPANY IF OTHER THAN NATURAL PERSON, type of business)
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