This Independent Contractor Agreement ("Agreement") is entered into and made effective as of (“Effective Date”), between Capital Petroleum Consultants, Inc. (or "CPC, CPCO, C2 Work Force Solutions, CPC Companies") and , (“Independent Contractor", individually, (“Party”) or collectively, (“Parties”).
1. Independent Contractor is a Corp., LLC, (as applicable), which is in the business of providing professional oil and gas well drilling, completion, workover, construction, and/or production consulting services to the public; and
2. CPC desires to utilize the services of Independent Contractor to perform the duties of a “Mud Engineering Supervisor”, further defined below.
For purposes of this Agreement, a Mud Engineering Supervisor is defined as an Independent Contractor who possesses both technical and practical expertise in well bore fluids used in oil and gas well drilling, completion, workover, construction, and/or production operations, and who typically exercises overall onsite control with respect to the entire fluids management of a well or project. His position at the wellsite is commonly referred to as “Mud Engineer”.
3. Independent Contractor shall provide one of its members or employees (“Designated Professional” or “Designee”), acceptable to CPC, to provide the services required under this Agreement.
Now, therefore, in consideration of the following mutual covenants, the Parties agree as follows:
1. Independent Contractor Status
The Parties to this contract intend that the relation between them, as created by this contract, is that of an independent contractor. As such, CPC is interested only in the results obtained under this contract, with the manner and means of conducting the work being under the sole control of the Independent Contractor and its Designated Professional. However, the work contemplated must meet the approval of CPC and its employer clients, and shall be subject to its general right of inspection to secure satisfactory completion. Independent Contractor and its Designated Professional shall be solely and entirely responsible for their own acts during the performance of this contract.
Whenever CPC, from time to time, desires to have Independent Contractor provide such Mud Engineering Supervisor services, ("Assignment"), CPC shall notify Independent Contractor as far in advance as is reasonably practicable under the circumstances. Independent Contractor shall be under no obligation to accept any Assignment from CPC, but in the event that Independent Contractor does agree to accept an Assignment, he or she shall direct the Designated Professional to perform such Assignment in a timely manner and in accordance with the provisions of this Agreement. Time is of the essence in the performance of all work performed under this Agreement.
Independent Contractor retains the specific right to provide Mud Engineering Supervisor services of its Designated Professional to others when Independent Contractor is not required to perform services under this Agreement. As this engagement is not exclusive, CPC also retains the specific right to engage other independent contractors to perform the same type of services that Independent Contractor is contemplated to perform hereunder.
3. Services to be Provided
The services to be provided by Independent Contractor in any Assignment accepted may be modified in writing by the Parties at the time of acceptance of the Assignment. In providing such services, Independent Contractor and its Designated Professional shall exercise its professional skill and judgment in a good and workman like manner and in accordance with the highest professional standards.
As stipulated by CPC’s insurance carriers, it is specifically understood and agreed upon herein that the Independent Contractor and/or its Designee does not perform any “Hands-On” activity under this Agreement. It is further specifically understood and agreed that any insurance coverages provided by CPC for the benefit of the Independent Contractor and/or its Designee specifically excludes any and all claims, either direct or third-party, involving any “Hands-On” activities by the Independent Contractor and/or its Designee. A “Hands-On” activity as defined by the insurance carriers generally herein is “physical work”, as opposed to “intellectual work”, with intellectual work being the type of work which is to be performed and is contemplated under this Agreement.
4. Quality Control and Coordination of Services
In order to enable CPC and its employer clients to coordinate services and to ensure that the Independent Contractor and its Designated Professional provide high quality results, but without affecting the right of Independent Contractor and its Designated Professional to exercise their own professional skill and judgment while providing such services, CPC and its employer clients shall be allowed to:
A. Conduct periodic on-site reviews after services are rendered by Independent Contractor.
B. Review and inspect progress notes and other documents prepared by Independent Contractor with respect to services provided; and
C. Consult with others concerning the services provided by Independent Contractor.
A. For work performed as a representative of CPC, Independent Contractor shall be initially compensated as set out in Appendix "A" - Work Agreement. It is specifically understood and agreed upon that the compensation rate scheduled in Appendix “A” is for work performed over a 24-hour calendar day and that the number of hours actually worked on any individual day does not factor into the Independent Contractor’s compensation rate.
B. The daily rate of compensation may be adjusted from time to time, as mutually agreed upon, based on market conditions or other appropriate factor agreed to by the Parties.
Such compensation shall be the complete, entire and sole consideration to be paid to Independent Contractor by CPC for its services rendered pursuant to this Agreement. As an independent contractor under the law, Independent Contractor and/or its Designated Professional specifically excluded from participation in any and all types of employer related benefit programs or pay structures at CPC, and including but not limited to, paid vacations, paid holidays, sick leave, any form of overtime pay, life or health insurance benefits or any other such benefits attributable to its employees, either currently or in the future.
Independent Contractor will be reimbursed for all reasonable travel and other business related expenses incurred by its Designated Professional, as approved by CPC client.
Independent Contractor shall deliver a time sheet and/or invoice to CPC, for services provided, as soon as practical after work is completed, but at least on a calendar month basis. This time sheet and/or invoice will include days/dates worked (billing is to be charged as Daywork only, as per Appendix “A”, not hours) and for whom and where work was performed (CPC’s employer client and wellsite), as well as copies of all billings and receipts for which Independent Contractor is to be reimbursed.
6. Independent Contractor Status
A. As provided in Paragraph 1 above, Independent Contractor understands and agrees that it is an independent contractor under the law, and neither it nor its Designated Professional is an employee of CPC, as it relates to the furnishing of services provided for in this Agreement. CPC shall have no control or direction over Independent Contractor or its Designated Professional in rendering services under this Agreement, except as otherwise herein provided.
B. Independent Contractor understands and agrees that, as an independent contractor, it is solely responsible for any and all payments of Federal, State, and/or local taxes that may arise from the compensation provided for hereunder and that CPC shall not withhold any Federal, State, and/or local taxes from such compensation, nor remit any such amounts to any governmental authorities on behalf of Independent Contractor.
Further, it is understood and agreed upon by Independent Contractor that CPC shall not make payments as an employer to the Federal and/or any State or local government on behalf of Independent Contractor for purposes of unemployment compensation.
CPC agrees to indemnify and hold Independent Contractor and its Designated Professional harmless against any and all suits, claims, demands, or liabilities arising out of, or in any way connected with, any acts or omissions to act by CPC, undertaken, required by, or otherwise arising out of the performance of this Agreement. However, it is specifically understood and agreed upon by the Parties that in no event shall the scope of CPC’s Indemnity to the Independent Contractor and/or its Designee be greater than the availability of or coverage by CPC’s insurance carriers.
Independent Contractor agrees to be responsible for and to indemnify and save CPC and its clients/employers harmless from any and all claims and suits, and costs of defending same, arising by reason of injuries or death to himself, or his employees and/or Designees, as well as any loss or damage to Independent Contractor's and/or Designated Professional’s property arising in connection with the activities of Independent Contractor and its Designated Professional pursuant to this Agreement.
In order to ensure fulfillment in part of the foregoing indemnification provisions, CPC and/or its employer/client requires that Independent Contractor has secured adequate (as defined by CPC’s employer/client) and continuous Workers’ Compensation insurance coverage in place for its employees during the term of this Agreement, with insurance companies licensed to do business in the State of Texas and others, and/or otherwise acceptable to CPC. To ensure that such required coverage is obtained and maintained, CPC and Independent Contractor hereby understand and agree that CPC will provide such adequate Workers’ Compensation insurance coverage, as above, for its Independent Contractors through its own insurance carriers, and that such expense borne by CPC of providing such coverage for Independent Contractor has been taken into consideration in establishing the fee to be paid to Independent Contractor hereunder.
This Agreement shall be in effect as of the Effective Date and will remain in effect for an indefinite period of time. Termination of this Agreement may be effected by thirty (30) days written notice by either party.
9. Adjustments upon Termination
Upon termination of this Agreement, the Parties shall make such financial adjustments and accountings, including but not limited to, payment of Independent Contractor's compensation, through the date of termination.
This Agreement may be assigned by CPC without consent of Independent Contractor, and from and after the date of such assignment, CPC shall have no further obligations hereunder.
Independent Contractor may not delegate any duties or obligations under this Agreement and may not, without the prior written approval of CPC in its sole discretion, assign any rights hereunder.
11. Automobile Insurance
Independent Contractor shall secure and maintain, for itself and its Designated Professional, Automobile Public Liability and Property Damage Insurance, with minimum limits of Liability of $50,000 for death or injury to one person and a combined limit of $100,000 each accident for bodily injuries or death and property damage.
Independent Contractor agrees to furnish certificates to CPC and its contracting parties evidencing such insurance coverages.
All confidential information (so marked or indicated orally or otherwise as “CONFIDENTIAL” by CPC’s client) that is obtained by Independent Contractor and/or its Designated Professional in performing services hereunder, including without limitation information concerning seismic operations, well depths, formations penetrated, coring, testing, surveying and completions, shall be held strictly confidential and shall not be divulged by Independent Contractor, Designated Professional or any other employees, agents, representatives, or subcontractors to any person or entity whatsoever, other than designated representatives of CPC or CPC's contracting parties, without their specific written permission.
13. Conflict of Interest
Independent Contractor agrees to promptly advise CPC of the existence of any present and/or future potential Conflict of Interest, as more fully described in Appendix “B”, and made a part fully hereof to this Agreement.
All notices to be given with respect to this Agreement shall be given to CPC and Independent Contractor at the addresses shown below.
15. Governing/Dispute Resolution
A. Governing Law. The Parties agree that this Agreement, and all disputes (as defined below) arising out of or related to it, shall be governed by the laws of the State of Texas, excluding its conflicts of laws provisions.
B. Dispute Resolution. Any demand, dispute, controversy or claim arising out of, in relation to, or in connection with this Agreement, including, without limitation, any dispute as to the existence, construction, validity, interpretation, enforceability or breach of this Agreement (hereinafter collectively referred to as a “Dispute”) shall be exclusively and finally settled as set forth hereafter.
C. If a Dispute arises in connection with this Agreement and/or any agreement relating hereto, the Parties shall attempt in good faith to resolve the Dispute. Failing settlement of the Dispute by direct negotiations, either Party may initiate binding arbitration by giving written notice to the other (“Notice of Arbitration”).
D. The Dispute shall be decided by a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association (“AAA”); but, unless otherwise mutually agreed, the matter shall not be administered by the AAA. The Parties will attempt to agree on the identity and appointment of the arbitrator, who shall be neutral. If they cannot agree within fifteen (15) business days after the Notice of Arbitration is given, both Parties agree to engage the AAA to select the single arbitrator.E. All arbitration hearings and proceedings shall be held in Houston, Texas, and shall be convened and closed within 6 months of the Notice of Arbitration being given.F. The decision of the arbitrator shall be final, binding and enforceable in any court of competent jurisdiction and the Parties agree that there shall be no appeal from the decision of any arbitrator. All statutes of limitation that would otherwise be applicable shall apply to any arbitration proceeding.G. The Parties agree that all documents considered relevant by the submitting Party shall be submitted with the respective statement of claim/defense, and any counterclaim/reply. The arbitrator shall have discretion, on his or her own motion or at the request of any Party, to request the submission of additional documents for the arbitral tribunal. The Parties shall be entitled to limited discovery, including interrogatories, requests for production and requests for admission in a quantity to be agreed upon by the Parties or determined by the arbitrator, but in no event shall either Party be entitled to more than three (3) depositions.
H. The Parties agree to evenly split any fees charged by the arbitrator or the AAA. However, the arbitrator shall have the power to award: (i) reasonable attorneys’ fees, costs, and expenses; (ii) arbitration fees, costs, and expenses; (iii) arbitrator’s fees, costs and expenses; and (iv) any other professionals’ fees, costs and expenses, to the extent that fairness and justice requires, to a prevailing Party in any such arbitration proceeding(s).
I. The Parties hereby expressly agree to forever release and waive their right(s) to have any Dispute resolved through class litigation or class arbitration proceedings. All Disputes shall be settled in a proceeding involving only the Parties to this Agreement. The authority and jurisdiction of the arbitrator is limited to Disputes between the Parties of this Agreement, alone.
16. Direct Deposit Agreement
I hereby authorize Capital Petroleum Consultants, Inc. to initiate automatic deposits to my account at the financial institution named below. I also authorize Capital Petroleum Consultants, Inc. to make withdrawals from this account in the event that a credit entry is made in error.
Further, I agree not to hold Capital Petroleum Consultants, Inc. responsible for any delay or loss of funds due to incorrect or incomplete information supplied by me or by my financial institution or due to an error on the part of my financial institution in depositing funds to my account.
This agreement will remain in effect until Capital Petroleum Consultants, Inc. receives a written notice of cancellation from me or my financial institution, or until I submit a new direct deposit form to Capital Petroleum Consultant, Inc.’s Payroll Department.
17. Entire Agreement
This Agreement supersedes all prior understandings and agreements between the Parties hereto and constitutes the entire understanding and agreement between the Parties relative to services contemplated to be rendered hereunder. No alterations, modifications, or changes to this Agreement shall be effective or binding, unless the same shall be in writing and executed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective upon the date shown above, in counterparts, each of which shall be considered an original.
CAPITAL PETROLEUM CONSULTANTS, INC.
Printed Name of Sole Proprietor
1119 Yale St.Address
Houston, Texas 77008City/State/Zip
ENTITY’S DESIGNATED PROFESSIONAL
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Signed by Kris Zaunbrecher
Signed On: May 19, 2022
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Document Name: ICA Mud Engineering Supervisor Entity
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