Agreement for Exploration,Production and Strategic Services between IndexOil and Gas, Inc. and ConRonConsulting Inc.

1.  

Managing the Company’s existing contract with Moyes & Co.

2.  

Advising the Company on merger and acquisition opportunities, present both by Moyes & Co, the Company or the Contractor.

3.  

Preparing presentation material including technical and financial information.

4.  

Advising the Board of Directors of the Company.

5.  

Undertaking technical and commercial reviews of forward opportunities as requested by the Company.

6.  

Acting as Senior Vice President of Exploration and Production both internally within the Company and for the external community.

(i)  

Stock Options to purchase up to 200,000 (two hundred thousand) shares of common stock of the Company (or its successor) (the “Options”), which Options shall be granted at closing of the Company acquiring a working interest or other beneficial ownership in any opportunity identified by or evaluated by the Contractor on behalf of the Company during the term of this Agreement and associated with the Moyes Contract (see note 1 above) (the “Transaction”).  The Company shall make its best endeavors to seek the approval of the Options by the Board, and if required the Shareholders, on the date of the approval of the Transaction. The Options shall vest on the closing date of the Transaction and shall have a strike price set 10% above the closing market on the day the Transaction closes. This provision for a Success Fee on any closed Transaction with an entity or an asset identified in writing by Contractor for granting of Options shall remain valid for eighteen (18) months after termination of this agreement.

(ii)  

Options in the Company or its’ successor, with an aggregate strike price of 3.5% (Three and One Half Percent) of the full purchase price attributed to the entity and or asset acquired, at closing, of the Company’s acquired working interest or other beneficial ownership in any opportunity identified solely by or evaluated by Contractor. For the avoidance of doubt this opportunity must be outwith those defined in Exhibit B or any opportunity that appears on the Moyes Twice Monthly Progress Report (as such term is defined in the Company’s contract with Moyes & Co.). The Company shall use its best endeavors to seek the approval of the Options by the Board, and if required the Shareholders, on the date of the approval of the acquisition. The Options shall shall vest on the closing date of the Transaction and shall have a strike price set 10% above the closing market price on the day the Transaction closes. This provision for a Success Fee on any closed Transaction with an entity or an asset identified in writing, by Advisor for granting of Options shall remain valid for eighteen (18) months after termination of this agreement.

1.  

Managing the Company’s existing contract with Moyes & Co.

2.  

Advising the Company on merger and acquisition opportunities, presented both by Moyes & Co, the Company or the Contractor.

3.  

Preparing presentation material including technical and financial information.

4.  

Advising the Board of Directors of the Company.

5.  

Undertaking technical and commercial reviews of forward opportunities as requested by the Company.

7.  

Acting as Senior Vice President of Exploration and Production both internally within the Company and for the external community.

(i)  

Stock Options to purchase up to 200,000 (two hundred thousand) shares of common stock of the Company (or its successor) (the “Options”), which Options shall be granted at closing of the Company acquiring a working interest or other beneficial ownership in any opportunity identified by or evaluated by the Contractor on behalf of the Company during the term of this Agreement and associated with the Moyes Contract (see note 1 above) (the “Transaction”).  The Company shall make its best endeavors to seek the approval of the Options by the Board, and if required the Shareholders, on the date of the approval of the Transaction. The Options shall vest on the closing date of the Transaction and shall have a strike price set 10% above the closing market on the day the Transaction closes. This provision for a Success Fee on any closed Transaction with an entity or an asset identified in writing by Contractor for granting of Options shall remain valid for eighteen (18) months after termination of this agreement.

(ii)  

Options in the Company or its’ successor, with an aggregate strike price of 3.5% (Three and One Half Percent) of the full purchase price attributed to the entity and or asset acquired, at closing, of the Company’s acquired working interest or other beneficial ownership in any opportunity identified solely by or evaluated by Contractor. For the avoidance of doubt this opportunity must be outwith those defined in Exhibit B or any opportunity that appears on the Moyes Twice Monthly Progress Report (as such term is defined in the Company’s contract with Moyes & Co.). The Company shall use its best endeavors to seek the approval of the Options by the Board, and if required the Shareholders, on the date of the approval of the acquisition. The Options shall vest on the closing date of the Transaction and shall have a strike price set 10% above the closing market price on the day the Transaction closes. This provision for a Success Fee on any closed Transaction with an entity or an asset identified in writing, by Advisor for granting of Options shall remain valid for eighteen (18) months after termination of this agreement.

1.

In connection with the evaluation and preparation of a report based on certain confidential plans and documents held by the Disclosing Party relating to the acquisition of oil and gas assets/corporations in the USA, (hereinafter referred to as the "Plans"), the Disclosing Party is willing, in accordance with the terms and conditions of this Agreement, to disclose (either through itself or its representatives ) to the Receiving Party (or its representatives) certain confidential information,  on a nonexclusive basis, relating to the Plans which includes, but is not necessarily limited to, geological and geophysical data, maps, models and interpretations and commercial, contractual and financial information, as more fully described in Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Confidential Information").

2.

In consideration of the disclosure referred to in Paragraph 1 hereof, the Receiving Party agrees that the Confidential Information shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without the Disclosing Party's prior written consent, except as provided in this Agreement.

3.

The Receiving Party may disclose the Confidential Information without the Disclosing Party's prior written consent only to the extent such information:

 

(a)

is already known to the Receiving Party as of the date of disclosure hereunder;

 

(b)

is already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party or of any other person to whom Confidential Information is disclosed pursuant to this Agreement;

 

(c)

is required to be disclosed under applicable law, stock exchange regulations or by a governmental order, decree, regulation or rule (provided that the Receiving Party shall make all reasonable efforts to give prompt written notice to the Disclosing Party prior to such disclosure);

 

(d)

is acquired independently from a third party that represents that it has the right to disseminate such information at the time it is acquired by the Receiving Party; or

 

(e)

is developed by the Receiving Party independently of the Confidential Information received from the Disclosing Party.

 

4.

The Receiving Party may disclose the Confidential Information without the Disclosing Party's prior written consent to an Affiliated Company (as hereinafter defined), provided that the Receiving Party guarantees the adherence of such Affiliated Company to the terms of this Agreement. "Affiliated Company" shall mean any company or legal entity which controls, or is controlled by, or which is controlled by an entity which controls, a Party.  "Control" means the ownership directly or indirectly of more than fifty (50) percent of the voting rights in a company or other legal entity.

 

5.

The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Party's prior written consent to such of the following persons to the extent that they have a clear need to know in order to evaluate the Area:

 

(a)

employees, officers and directors of the Receiving Party;

 

(b)

employees, officers and directors of an Affiliated Company;

 

(c)

any consultant or agent retained by the Receiving Party or its Affiliated Company; or

 

(d)

any bank or other financial institution  or entity funding or proposing to fund the Receiving Party's participation in the Area, including any  consultant retained by such bank or other financial institution or entity.

 

6.

The Receiving Party and its Affiliated Companies, if any, shall only use or permit the use of the Confidential Information disclosed under this Agreement to evaluate the Plans in connection with the acquisition advice to Client.

 

7.

The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person. Neither Party shall be liable in an action initiated by one against the other for special, indirect or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit or business interruptions, however same may be caused.

 

8.

The Receiving Party shall acquire no proprietary interest in or right to the Confidential Information, and the Disclosing Party may demand the return thereof at any time upon giving written notice to the Receiving Party.  Within thirty (30) days of receipt of such notice, the Receiving Party shall return all of the original Confidential Information and shall destroy or cause to be destroyed all copies and reproductions ( in whatever form, including but not limited to, electronic media) in its possession and in the possession of persons to whom it was disclosed pursuant to this Agreement .

 

9.

Unless earlier terminated the confidentiality obligations and limitations on use set forth in this Agreement shall terminate on the later of one year after the date of this Agreement or the date on which disclosure is no longer restricted either under the law applicable in the Area or under the terms of the concession, license, contract or permit currently covering the Area.

 

10.

The Disclosing Party hereby represents and warrants that it has the right and authority to disclose the Confidential Information to the Receiving Party (or its representatives). THE DISCLOSING PARTY, HOWEVER, MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER, AND THE RECEIVING PARTY (ON BEHALF OF ITSELF AND ITS REPRESENTATIVES) EXPRESSLY ACKNOWLEDGES THE INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING AND INTERPRETATION OF GEOLOGICAL AND GEOPHYSICAL DATA.  THE DISCLOSING PARTY, ITS AFFILIATED COMPANIES, THEIR OFFICERS, DIRECTORS AND EMPLOYEES SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY (OR ITS REPRESENTATIVES).

 

11.

(a)

This Agreement shall be governed by and interpreted in accordance with the substantive law of  the State of Texas.

 

(b)

Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties, shall be settled before a sole arbitrator in accordance with the Arbitration Rules of the American Arbitration Association in Dallas, Texas.  The resulting arbitral award shall be final and binding without right of appeal, and judgment upon such award may be entered in any court having jurisdiction thereof.  A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

 

12.

Unless otherwise expressly stated in writing, any prior or future proposals or offers made in the course of the Parties' discussions are implicitly subject to all necessary management and government approvals and may be withdrawn by either for any reason or for no reason at any time.  Nothing contained herein is intended to confer upon the Receiving Party any right whatsoever to the Disclosing Party's interest in the Area.

 

13.

No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties hereto.

 

14.

This Agreement comprises the full and complete agreement of the Parties hereto with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Confidential Information, whether written or oral, expressed or implied.

 

15.

The Receiving Party may only assign this Agreement to an Affiliated Company; provided, however, the Receiving Party shall remain liable for all obligations, whether expressed or implied, under this Agreement.  Without limiting the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns.

1.  

Index Oil and Gas Inc (the “Client”)  indemnifies ConRon Consulting Inc. and its officers, directors, employees and principals (“Indemnified Persons”) against any claim, action, damage, loss, liability, cost, charge, expense, or payment (including, but not limited to, legal costs and expenses and professional consultant’s fees on a full indemnity basis) which the Indemnified Person may pay, suffer, incur or become liable for to any third party arising out of or as a consequence, whether directly or indirectly of:

a.

the use and disclosure of information provided by the Client as specifically authorized by the Client; or

 

b.

the performance of the obligations of ConRon Consulting Inc. under this Agreement  other than as a result of the negligence, fraud, or breach of contract by an Indemnified Person.

2.  

The Client must pay all costs and expenses of the Indemnified Persons in relation to the enforcement, protection or exercise of any rights under the indemnity under clause 1 to which they are entitled, including, but not limited to, the legal costs and expenses and professional consultant’s fees for any of the above on a full indemnity basis.

3.  

The Client agrees that in the settlement of any claim, lawsuit, action or other proceedings against the Client in respect of which an Indemnified Person also has joint or several liability or potential liability, the Client will use all reasonable endeavors to ensure that any settlement of such claim includes a release of the corresponding liability of the Indemnified Person in respect of that claim.

4.  

This Agreement may not be amended, modified or terminated except in writing signed by all parties hereto.

5.  

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.  The parties hereto irrevocably submit to the jurisdiction and venue of any court of the State of Texas and waive any and all objections to jurisdiction and venue that it or he may have.

6.  

The Client agrees that ConRon Consulting. has the right to describe its services hereunder in materials that it provides to clients and prospective clients and in advertisements in financial and other newspapers and journals at its own expense, provided that ConRon Consulting will submit a copy of such materials or advertisements to the Client and its counsel and any use of such materials or advertisements will be subject to the prior approval of the form and substance of the materials or advertisements by the Company and its counsel.

7.  

In the event ConRon Consulting institutes a lawsuit against the Client for a claim arising out of or to specifically enforce this Agreement, and ConRon Consulting prevails in such lawsuit, the Client shall pay the reasonable attorneys’ fees incurred by ConRon Consulting in connection with such lawsuit.

8.  

This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject contained herein and supersedes all prior agreements and understandings between the parties with respect to such subject matter.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but this Agreement shall not be assigned by any of the parties hereto without the prior written consent of the other party.  In the event any provisions hereof shall be modified or held ineffective by any Court in any respect, such adjudication shall not invalidate or render ineffective the balance of the provisions hereof.