Exhibit 10.7


 


INDEPENDENT
CONTRACTOR SERVICES AGREEMENT


 


This
Independent Contractor Services Agreement (this “Agreement”) is made and entered into as of July 28, 2020,
to become effective as of the “Effective Date” (as defined below), by and between KLX Energy Services LLC,
with its principal place of business located at 1300 Corporate Center Way, Wellington, FL 33414 (“KLX”) and
Heather Floyd, an individual, with an address of [*****] (“Consultant”).


 


RECITALS


 


WHEREAS,
on May 3, 2020, KLX Energy Services Holdings, Inc., a Delaware corporation and parent company of KLX (“Parent”),
Krypton Intermediate, LLC, Krypton Merger Sub, Inc. (“Merger Sub”) and Quintana Energy Services Inc. (the
“Company”) entered into that certain Agreement and Plan of Merger, pursuant to which Merger Sub will merge
with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Parent (the “Merger”).


 


WHEREAS,
on October 9, 2018, Parent and Consultant entered into that certain Employment Agreement (the “Employment Agreement”),
pursuant to which, Parent employed Consultant on a full-time basis.


 


WHEREAS,
pursuant to the Employment Agreement, in connection with the consummation of the Merger, Consultant’s employment with Parent
will terminate.


 


WHEREAS,
KLX has determined that it is in the best interests of KLX that Consultant provide certain transition services to KLX, to commence
immediately following the consummation of the Merger (the “Effective Date”) pursuant to, and in accordance
with, the terms and conditions of this Agreement.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto,
each intending to be legally bound, do hereby agree that the following terms govern this Agreement for all Services provided to
KLX by Consultant:


 


		1.	Services;
                                         Fees. Consultant shall provide, on a non-exclusive basis, the “Services”
                                         in consideration for the “Fees”, each as defined in the attached Attachment
                                         A, Statement of Services (“SOS”). Consultant shall perform the Services
                                         as an independent contractor. KLX shall set deadlines and goals for the performance of
                                         the Services and may limit Consultant’s access to KLX’s property to certain
                                         hours, but Consultant shall maintain discretion as an independent contractor to perform
                                         the Services within those deadlines, goals and limitations.



 


		2.	Taxes
                                         and Benefits. KLX shall have no obligation or liability to Consultant for the payment
                                         of any fringe benefits, medical expense reimbursements, health insurance, disability
                                         insurance, life insurance, pension, profit sharing or other retirement plan, contribution,
                                         or expense, social security, taxes, vacation pay, sick pay, workers’ compensation
                                         insurance, general or professional liability insurance, or other similar items in connection
                                         with the Services, all of which costs and expenses shall be borne solely by Consultant.
                                         Without limiting the generality of the foregoing, the parties hereby acknowledge and
                                         agree that KLX shall have no responsibility to withhold any taxes for payments made to
                                         Consultant. The parties hereto acknowledge and agree that the foregoing shall not affect
                                         or be applicable to any payments or benefits provided by KLX or Parent to Consultant
                                         pursuant to the Employment Agreement.



 


Consulting
Services Agreement           Revised August 2008


Copyright
© 2002 by Consultant Global Resources, Inc.  All rights reserved.


 






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		3.	Indemnity.
                                         Consultant shall be responsible for and shall pay all taxes on all amounts paid to Consultant
                                         by KLX in connection with the Services. As an inducement for KLX to enter into this Agreement,
                                         Consultant hereby agrees to indemnify, defend and hold harmless KLX, its affiliates and
                                         its and their respective stockholders, officers, directors, attorneys, agents and employees
                                         from and against any claim, liability, loss, cost, expense or damage (including, without
                                         limitation, reasonable attorneys’ fees) arising from, related to or in connection
                                         with any determination by any governmental agency, or any insurance company that KLX
                                         is required to withhold or pay payroll taxes or to provide workers’ compensation
                                         insurance coverage for Consultant in respect of Consultant’s provision of the Services
                                         hereunder. Furthermore, Consultant hereby agrees to indemnify, defend and hold harmless
                                         KLX, its affiliates and its and their respective stockholders, officers, directors, attorneys,
                                         agents and employees from and against any claim, liability, loss, cost, expense, or damage
                                         (including, without limitation, reasonable attorneys’ fees) directly arising from
                                         Consultant’s or Consultant’s agents’ grossly negligent or willful acts
                                         or omissions in connection with Consultant’s provision of the Services under this
                                         Agreement. KLX hereby agrees to indemnify, defend and hold harmless Consultant, Consultant's
                                         affiliates and Consultant's respective stockholders, officers, directors, attorneys,
                                         agents and employees from and against any claim, liability, loss, cost, expense, or damage
                                         (including, without limitation, reasonable attorneys’ fees) arising from, related
                                         to or in connection with KLX's or Parent's, or their respective agents’ negligent
                                         or willful acts or omissions in connection with the provision of the Services under this
                                         Agreement or KLX's or Parent's, or their respective agents’ breach of this Agreement.



 


		4.	Payment.
                                         KLX shall pay for the Services at the rate set forth in the SOS and for any other expenses
                                         that are pre-approved in writing by KLX and authorized in the SOS. Payment will be due
                                         within the time period set forth in the SOS.



 


		5.	Intentionally
                                         Omitted.



 


		6.	Termination.
                                         This Agreement shall automatically terminate upon the expiration of the term set forth
                                         in the SOS, unless extended by KLX and Consultant by mutual written agreement. Either
                                         party may terminate this Agreement and the engagement of Consultant for any reason at
                                         any time upon written notice to the other party. After the date of any such termination,
                                         Consultant shall provide a final invoice to KLX for any unpaid pre-approved expenses
                                         actually incurred by Consultant in connection with the Services performed hereunder,
                                         up to and including the date of termination. Those provisions which, by their nature
                                         or terms, are intended to survive, including, but not limited to, those duties and covenants
                                         set forth in Sections 3, 7 and 9, shall so survive termination.



 






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		7.	Confidential
                                         Information. The parties understand that during the course of performance under this
                                         Agreement, Consultant may have access to certain confidential and proprietary information
                                         and materials of KLX. “Confidential Information,” for the purposes of this
                                         Agreement, shall include any confidential, proprietary or nonpublic information or information
                                         that, within the industry or scope of use, is reasonably regarded as confidential or
                                         proprietary.



 


		(a)	Protection
                                         of Confidential Information. Consultant shall protect the Confidential Information
                                         by using the same degree of care, but no less than a reasonable degree of care, to prevent
                                         the unauthorized use, dissemination or publication of the Confidential Information as
                                         Consultant uses to protect Consultant’s own Confidential Information of a like
                                         nature. Consultant shall not disclose the Confidential Information to any third party
                                         without KLX’s consent. Consultant shall not use the Confidential Information for
                                         any purpose other than the provision of the Services to KLX pursuant to this Agreement.



 


		(b)	Exceptions.
                                         This Agreement imposes no obligation upon Consultant with respect to the Confidential
                                         Information which (a) was lawfully known to Consultant before receipt as evidenced
                                         by appropriate documentation, provided that the source of such information was not bound
                                         by a confidentiality agreement with or other contractual, legal or fiduciary obligation
                                         of confidentiality to KLX or any other person with respect to such information; (b) is
                                         or becomes a matter of public knowledge through no fault of Consultant; (c) is rightfully
                                         received by Consultant from a third party without restriction on disclosure, provided
                                         that the source of such information was not bound by a confidentiality agreement with
                                         or other contractual, legal or fiduciary obligation of confidentiality to KLX or any
                                         other person with respect to such Information; (d) is independently developed by
                                         Consultant without use of the Confidential Information; (e) is disclosed as required
                                         by operation of law but only to the extent required, and provided that KLX shall have
                                         been given timely notice of such requirement prior to any such disclosure and that Consultant
                                         shall cooperate with KLX to limit the scope and effect of such disclosure; or (f) is
                                         disclosed by Consultant with KLX’s prior written approval.



 


		(c)	Return
                                         or Destruction. All Confidential Information furnished, received, learned of or viewed
                                         pursuant to this Agreement or in connection with the Services, including any and all
                                         materials that Consultant may have created that reveal or are based in any way on any
                                         Confidential Information, and all copies of the foregoing, in whatever form, shall be
                                         promptly returned to KLX or destroyed upon the earlier of the termination of the Services
                                         or KLX’s request.



 


		(d)	Ownership;
                                         Rights. Consultant understands and agrees that KLX shall own all right, title and
                                         interest in and to all intellectual property rights of any kind throughout the world
                                         relating to any and all works of authorship, design, know-how, ideas and information
                                         made or conceived or reduced to practice, in whole or in part, by Consultant as part
                                         of Consultant’s performance of the Services (collectively, “Inventions”)
                                         and Consultant shall provide all Inventions to KLX. Consultant further agrees and understands
                                         that all Inventions shall be works made for hire under applicable copyright law. Consultant
                                         hereby makes all assignments necessary to accomplish the foregoing. Consultant shall
                                         further assist KLX to further evidence, record and perfect such assignments, and to perfect,
                                         obtain, maintain, enforce, and defend any rights assigned. Consultant hereby irrevocably
                                         designates and appoints KLX as its agent and attorney-in-fact to act for and on Consultant’s
                                         behalf to execute and file any document and to do all other lawfully permitted acts to
                                         further the foregoing with the same legal force and effect as if executed by Consultant.



 






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		(e)	No
                                         Rights Granted. All Confidential Information disclosed under this Agreement shall
                                         remain the sole and exclusive property of KLX. Consultant acknowledges and agrees that
                                         the disclosure of such Confidential Information shall not constitute the transfer or
                                         grant of any rights or interests in or to, or the grant of any license in, any such Confidential
                                         Information (or in or to any patent, copyright, trademark, service mark or other intellectual
                                         property right with respect thereto).



 


		(f)	Securities
                                         Laws. Consultant acknowledges that the Confidential Information of KLX may include
                                         material nonpublic information concerning KLX and its affiliated companies, and that
                                         Consultant is aware that the United States and other applicable securities laws restrict
                                         the purchase and sale of securities by persons who possess certain nonpublic information
                                         relating to the issuer of such securities. Consultant agrees that while any such material
                                         nonpublic information concerning KLX remains nonpublic, Consultant shall not engage in
                                         any transactions in any securities of KLX in a manner that would constitute a violation
                                         of applicable securities laws.



 


		(g)	Injunctive
                                         Relief. Consultant acknowledges and agrees that a breach of Consultant’s obligations
                                         under this Agreement would cause KLX immediate and irreparable harm, the exact amount
                                         of which may be difficult to ascertain and for which there will be no adequate remedy
                                         at law. Therefore, Consultant agrees that KLX shall have the right to apply to a court
                                         of competent jurisdiction for the purpose of seeking specific performance and/or an order
                                         restraining and/or enjoining such further breach of this Agreement, and for such other
                                         and further relief as KLX may deem appropriate, without posting a bond or other security.
                                         KLX’s rights under this Section 7(g) shall be in addition to any other
                                         remedies available to it at law or in equity.



 


		(h)	Defense
                                         of Trade Secrets Act. Notwithstanding anything to the contrary in this Agreement
                                         or otherwise, Consultant understands and acknowledges that KLX has informed Consultant
                                         that an individual shall not be held criminally or civilly liable under any federal or
                                         state trade secret law for (i) the disclosure of a trade secret that is made in
                                         confidence to a federal, state, or local government official or to an attorney solely
                                         for the purpose of reporting or investigating a suspected violation of law or (ii) the
                                         disclosure of a trade secret that is made in a complaint or other document filed in a
                                         lawsuit or other proceeding if such filing is made under seal. Additionally, notwithstanding
                                         anything to the contrary in this Agreement or otherwise, Consultant understands and acknowledges
                                         that KLX has informed Consultant that an individual who files a lawsuit for retaliation
                                         by an employer for reporting a suspected violation of law may disclose the trade secret
                                         to the attorney of the individual and use the trade secret information in the court proceeding
                                         if the individual files any document containing the trade secret under seal and does
                                         not disclose the trade secret, except pursuant to a court order.



 






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		(i)	Whistleblowing.
Nothing in this Agreement or any other agreement between Consultant and KLX shall be interpreted to limit or interfere with Consultant’s
right to report good faith suspected violations of law to applicable government agencies, including the Equal Employment Opportunity
Commission, National Labor Relation Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission
or any other applicable federal, state or local governmental agency, in accordance with the provisions of any “whistleblower”
or similar provisions of local, state or federal law. Consultant may report such suspected violations of law, even if such action
would require Consultant to share KLX’s proprietary information or trade secrets with the government agency, provided that
any such information is protected to the maximum extent permissible and any such information constituting trade secrets is filed
only under seal in connection with any court proceeding. Lastly, nothing in this Agreement or any other agreement between Consultant
and KLX will be interpreted to prohibit Consultant from collecting any financial incentives in connection with making such reports
or require Consultant to notify or obtain approval by KLX prior to making such reports to a government agency.



 


		8.	Independent
                                         Contractor. This Agreement does not create any agency or employment relationship
                                         between Consultant and KLX. Except as provided in Section 7(d) of this Agreement,
                                         neither party grants the other any right to bind it except as otherwise expressly agreed
                                         in writing. Each party shall be fully liable for all workers’ compensation premiums
                                         and liability insurance, withholding taxes or charges with respect to its respective
                                         employees, if any.



 


		9.	Limitation
                                         of Liability. Except with respect to the parties’ respective indemnification
                                         obligations set forth in Section 3 above, neither party’s liability arising
                                         out of this Agreement shall exceed the Fees paid and owing to Consultant for the Services
                                         hereunder. In no event shall either party be liable for punitive damages, loss of profit,
                                         loss of goodwill or other special, indirect or consequential damages suffered by the
                                         other party under this Agreement whether in contract or tort, even if advised of the
                                         possibility of such damages.



 


		10.	Force
                                         Majeure. Neither party shall be liable for any delay in performance or inability
                                         to perform due to Force Majeure. “Force Majeure” includes any acts or omissions
                                         of any government or governmental body, acts of God, acts or omissions of the other party,
                                         fires, strikes or other labor disputes, major equipment or telecommunications equipment
                                         failures, or any other act, omission or occurrence beyond a party’s reasonable
                                         control, irrespective of whether similar to the above enumerated acts, omissions or occurrences.



 


		11.	Compliance
                                         with Laws. Consultant shall comply with all applicable laws and regulations in providing
                                         the Services. Consultant shall obtain all requisite authorizations, licenses, permissions
                                         and Consultant represents and warrants to KLX that Consultant has any and all permits,
                                         licenses, authorizations and approvals required to provide the Services. Consultant shall
                                         continue to maintain all such permits, licenses, authorizations and approvals during
                                         the engagement by KLX under this Agreement.



 






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		12.	Entire
                                         Agreement, Governing Law and Effectiveness. This Agreement, including the SOS, constitutes
                                         the entire agreement between Consultant and KLX. No other understanding which modifies
                                         these terms shall be binding unless made in writing and signed by both Consultant and
                                         KLX. The validity, interpretation and performance of this Agreement shall be governed
                                         by the laws of the State of Florida, without giving effect to conflicts-of-law principles
                                         thereof. It is expressly agreed that any terms and conditions on Consultant invoices
                                         and/or other forms shall be superseded by the terms and conditions of this Agreement.
                                         The parties hereto acknowledge and agree that this Agreement shall become effective on
                                         the Effective Date and, in the event that the Merger is not consummated for any reason,
                                         this Agreement shall be null and void and of no force or effect.



 


		13.	Severability.
                                         The provisions of this Agreement are severable. If any provision is found to be unenforceable
                                         in whole or in part, it shall be construed or limited in such a way as to make it enforceable,
                                         consistent with the manifest intentions of the parties. If such construction or limitation
                                         is not possible, the unenforceable provision shall be stricken, and the remaining provisions
                                         of this Agreement shall remain valid and enforceable.



 


		14.	Headings.
                                         The headings in this Agreement are for convenience of reference only and shall not alter,
                                         limit or otherwise affect the meaning hereof.



 


		15.	Notices.
                                         All notices and other communications hereunder shall be in writing and shall be deemed
                                         given when delivered personally or sent via email with acknowledgment of receipt or sent
                                         by reputable overnight delivery service, or three (3) days after being mailed by
                                         registered or certified mail (postage prepaid, return receipt requested) to the parties
                                         at the following addresses (or at such other address for a party as shall be specified
                                         by like notice):



 


If
to KLX:


KLX
Energy Services LLC

1415 Louisiana St., Suite 2900


Houston,
Texas 77002


Attention:
General Counsel


Email:
mbouthillette@qesinc.com


 


If
to Consultant:


Heather
Floyd


7749
Maywood Crest Drive


West
Palm Beach, Florida 33412


 






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		16.	Waiver.
                                         KLX’s failure to insist upon strict compliance with any provision hereof or any
                                         other provision of this Agreement or the failure to assert any right that KLX may have
                                         hereunder, shall not be deemed to be a waiver of such provision or right or any other
                                         provision or right of this Agreement. Similarly, the waiver by KLX of a breach of or
                                         non-compliance with any provision of this Agreement by Consultant shall not operate or
                                         be construed as a waiver of any other or subsequent breach or non-compliance.



 


		17.	Counterparts;
                                         Signatures. This Agreement may be executed in two or more counterparts, each of which
                                         shall be an original and all of which together shall constitute one and the same instrument.
                                         Facsimile or electronically transmitted signatures shall be deemed to be originals.



 


[Signature
page follows.]


 






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In witness whereof, the parties hereto have
caused this Agreement to be duly executed and effective as of the Effective Date written above.


 


	Heather
    Floyd	 	KLX
    Energy Services LLC
	 	 	 
	By:
    	/s/
    Heather Floyd	 	By:	 
	 	 	 	 	 
	Name:	Heather
    Floyd	 	Name:	 
	 	 	 	 	 
	Title:
    	Vice
    President, Finance and Corporate Controller	 	Title: 	 
	 	 	 	 	 
	Date:
    	7/13/20	 	Date:	 




 






     


     


    

 


In witness whereof, the parties hereto have
caused this Agreement to be duly executed and effective as of the Effective Date written above.


 





	Heather
    Floyd	 	KLX
    Energy Services LLC
	 	 	 
	By: 		 	By:	/s/ Jay Survant
	 	 	 	 	 
	Name:		 	Name:	Jay Survant
	 	 	 	 	 
	Title: 		 	Title: 	Vice President
– Human Resources
	 	 	 	 	 
	Date: 		 	Date:	7/27/20