CONSULTING AGREEMENT


 


 


This agreement (the “Agreement”) dated this 17th day
of 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 govern
the contractual agreement between Client and the Consultant who agrees to be bound by this Agreement.


 


WHEREAS, the Consultant offers consulting services in the
fields 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 the
mutual 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 this
agreement and will remain in force indefinitely until “Termination” as provided in this Agreement.


 


TERMINATION


 


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


 


INDEMNIFICATION


 


The Client agrees to indemnify, defend, and protect the
Consultant from and against all lawsuits and costs of every kind pertaining to the Client’s business including
reasonable 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 its
terms shall be governed by and construed in accordance with the laws of the State of Texas and subject to the exclusive
jurisdiction of the federal and state courts located in Tarrant County, Texas.


 


INTELLECTUAL PROPERTY


 


The Parties acknowledge and agree that the Client will hold
all 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’s
intellectual 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 time
for reasonable and necessary expenses incurred by the Consultant in connection with providing these services includes
reasonable 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, it
is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Client and
Consultant agree that this Agreement does not create a partnership or joint venture between them and is exclusively a
contract for service. The client is not required to pay, or make any contribution to, any social security, local, state, or
federal taxes, unemployment compensation, worker’s compensation, insurance premium, profit-sharing, pension, or any
other employee benefit for the consultant during the Term. The Consultant is responsible for paying, and complying with
reporting 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 this
Consulting 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