**CONSULTING AGREEMENT**

 

 

This agreement (the “Agreement”) dated this 17th dayof April, 2018 retroactively applicable to the beginning of the work period which started January 1, 2017.

 

**BETWEEN**

 

Greenway Innovative Energy

1521 N. Cooper St. Suite #207

Arlington, TX 76011

(the “Client”)

 

**AND**

 

Gary L. Ragsdale, Ph.D.,P.E.

13 Weyfield 

San Antonio, TX 78248

(the “Consultant”)

 

This Agreement states the terms and conditions that governthe contractual agreement between Client and the Consultant who agrees to be bound by this Agreement.

 

**WHEREAS**, the Consultant offers consulting services in thefields of:

 

Research and Development of Gas-To-Liquid (GTL) Technology

 

GTL Chemistry Modeling and Simulation

 

GTL Plant Mass and Energy Balance Forecasts

 

GTL Plant Operationg Expense (OPEX) Forecasts

 

G-Reformer Burner Operational Validation Project Scheduling,Logistics, and Project Management

 

GTL Plant Ancillary Products Analysis and Documentation

 

Supplier Qualification, Informmation, and Proposal Coordination

 

General Technical Advisory Services

 

**NOW,****THEREFORE**, in consideration of themutual covenants and promises made by the parties hereto, the Consultant and the Client (individually, each a“Party” and collectively, the “Parties”) covenant and agree as follows:

 

**TERMS OF THE AGREEMENT**

 

**TERM**

 

The term of this agreement will begin on the date of thisagreement and will remain in force indefinitely until “Termination” as provided in this Agreement.

 

**TERMINATION**

 

In the event that either party wishes to terminate thisAgreement, that Party will be required to provide ten days written notice to the other Party.

 

**INDEMNIFICATION**

 

The Client agrees to indemnify, defend, and protect theConsultant from and against all lawsuits and costs of every kind pertaining to the Client’s business includingreasonable legal fees due to any act or failure to act by the Client based upon the Consulting Services.

** **

**LAW OF THE STATE OF TEXAS**

 

This Consulting Agreement and the interpretation of itsterms shall be governed by and construed in accordance with the laws of the State of Texas and subject to the exclusivejurisdiction of the federal and state courts located in Tarrant County, Texas.

** **

**INTELLECTUAL PROPERTY**

 

The Parties acknowledge and agree that the Client will holdall intellectual property right in any work product resulting from the Consulting Services including, but not limited to,copyright and trademark rights. The Consultant agrees not to claim any such ownership in such work product’sintellectual property at any time prior to or after the completion and delivery of such work product to the Client.

 

**EXPENSES**

 

The Consultant will be reimbursed from time to timefor reasonable and necessary expenses incurred by the Consultant in connection with providing these services includesreasonable travel and living expenses.

 

Late payments will be subject to 2% interest per month.

 

**COMPENSATION**

 

The Consultant will be compensated at a reduced rate of$40.00 per hour (the “Compensation”). All monetary amounts in the contract shall be in US Dollars.

 

**CHANGES**

 

All Changes to this contract shall be in writing.

 

**INDEPENDENT CONTRACTOR**

 

In providing the Services under this contract, itis expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Client andConsultant agree that this Agreement does not create a partnership or joint venture between them and is exclusively acontract for service. The client is not required to pay, or make any contribution to, any social security, local, state, orfederal taxes, unemployment compensation, worker’s compensation, insurance premium, profit-sharing, pension, or anyother employee benefit for the consultant during the Term. The Consultant is responsible for paying, and complying withreporting requirements for, all local, state, and federal taxes relating to payments made to the Consultant under this Agreement.

 

**IN WITNESS WHEREOF**, each of the Parties has executed thisConsulting Agreement, both Parties by its duly authorized officer, as of the day and year set forth below

 

 

 

 
**CONSULTANT** /s/ Gary L. Ragsdale  Gary L. Ragsdale   Date 4/18/2018 
 
**CLIENT** /s/ Raymond Wright Raymond Wright   Date 4/19/2018