CAMBER ENERGY, INC. 8-K


 


Exhibit
10.3


 





FIDES
ENERGY LLC


 


 


VIA
EMAIL: bschleizer@blackbriaradvisors.com


 


May
25, 2018


Mr.
Bob Schleizer


Camber
Energy, Inc.


4040
Broadway


Suite
425


San
Antonio, Texas 78209


 


Re:


Terms of Engagement – Camber Energy, Inc.


 


Dear
Mr. Schleizer:


 


This
letter agreement (the “Agreement”) confirms the terms under which Camber Energy Inc., (the “Company”)
has engaged Fides Energy LLC (“Fides”) to provide the Company with the services described below. This Agreement
amends, replaces and supersedes that prior letter agreement between the Company and Fides dated December 1, 2017 for all purposes.


 


Scope
Of Services


 


Louis
G. Schott, through Fides, will be retained as Interim Chief Executive Officer (“CEO”) of the Company to serve
at the request of the Board of Directors of the Company.


 


In
this role, Schott will report to the Board of Directors of the Company. As part of executing his duties, Mr. Schott will perform
services typical of a CEO of a publicly traded company such as the Company and such other services as are reasonably requested
from time to time by the Board of Directors of the Company.


 


Timing
and Fees


 


The
Agreement is effective as of May 25, 2018, and shall continue thereafter from month-to-month until terminated as provided below.


 


The
Services herein shall be provided for a monthly fee of $25,000. Mr. Schott shall also be eligible for bonus compensation commensurate
with his position and services as a member of the Management Team in line with the other members of the Company’s Management
Team. The Company will also be responsible for the reimbursement of reasonable customary and necessary expenses including insurance,
office, travel and related costs subject to the terms of the Company’s reimbursement policies in place from time-to-time.


 


Invoices
for the Services will be billed in advance monthly amounts on the 1st day of each month and will be payable upon receipt of the
invoice. It is understood that either party to this contract may terminate the contract upon ninety (90) days’ written notice
to the other party and this Agreement shall terminate automatically upon the death of Mr. Schott. Notwithstanding the above, the
Board of Directors of the Company may remove Mr. Schott as CEO of the Company at any time, for any reason, provided that the Company
shall be required to continue to pay Fides the consideration due hereunder for ninety (90) days after such termination as CEO.


 




    	 	 	 



    	 



    

CONFIDENTIALITY


 


During
the course of Fides and Mr. Schott’s (collectively “Schott’s”) employment, Schott will have access
to various Confidential/Trade Secret Information of the Company and information developed for the Company. For purposes of this
Agreement, the term “Confidential/Trade Secret Information” is information that is not generally known to the
public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of the Company’s
subsidiaries. Schott and the Company agree that the term “Confidential/Trade Secret Information” includes but
is not limited to all information developed or obtained by the Company, including its affiliates, and predecessors, and comprising
the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer hard drive,
disk, tape, e-mail, etc.): all methods, techniques, processes, ideas, research and development, product designs, engineering designs,
plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing structures,
menus, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics,
cost information, the identity of and/or contractual arrangements with suppliers and/or vendors, accounting procedures, and any
document, record or other information of the Company relating to the above. Confidential/Trade Secret Information includes not
only information directly belonging to the Company which existed before the date of this Agreement, but also information developed
by Schott for the Company, including its subsidiaries, affiliates and predecessors, during the term of Schott’s employment
with the Company and prior thereto. Confidential/Trade Secret Information does not include any information which (a) was in the
lawful and unrestricted possession of Schott prior to its disclosure to Schott by the Company, its subsidiaries, affiliates or
predecessors, or owned thereby, which shall be included in Confidential/Trade Secret Information, (b) is or becomes generally
available to the public by lawful acts other than those of Schott after receiving it, or (c) has been received lawfully and in
good faith by Schott from a third party who is not and has never been an employee of Schott or of the Company, its subsidiaries,
affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.


 


Schott
agrees that its use of Confidential/Trade Secret Information is subject to the following restrictions for an indefinite period
of time so long as the Confidential/Trade Secret Information has not become generally known to the public: Schott agrees that
it will not publish or disclose, or allow to be published or disclosed, Confidential/Trade Secret Information to any person without
the prior written authorization of the Company unless pursuant to or in connection with Schott’s job duties to the Company
under this Agreement or as may be required by judicial or administrative process or by other requirements of law; and Schott agrees
that it will not remove any Confidential/Trade Secret Information from the offices of the Company or the premises of any facility
in which the Company is performing services, except pursuant to its duties under this Agreement. Schott further agrees, that upon
request, that it shall surrender to the Company all documents and materials in its possession or control which contain Confidential/Trade
Secret Information and which are the property of the Company upon the termination of its employment with the Company, and that
he/it shall not thereafter retain any copies of any such materials.


 


CONFLICT
OF INTEREST


 


During
Schott’s employment with the Company, Schott must not engage in any work, paid or unpaid, that creates an actual conflict
of interest with the Company. If the Company or Schott has any question as to the actual or apparent potential for a conflict
of interest, either shall raise the issue formally to the other, and if appropriate and necessary the issue shall be put to the
Board of the Company for consideration and approval or non-approval, which approval or non-approval Schott agrees shall be binding
on Schott.


 




    	 	 	 



    	 



    

LIABILITY
AND INDEMNIFICATION


 


Subject
to applicable law, in no event, unless it has been finally determined by a court having competent jurisdiction, that Schott was
grossly negligent or acted with willful misconduct or fraudulently, shall Schott be liable to the Company or any of the Company’s
officers, directors, shareholders, employees, agents, representatives, or any third party, whether pursuant to a claim in tort,
contract or otherwise. In no event shall Schott be liable for any special, consequential, indirect, exemplary, punitive, lost
profits or similar damages arising from the engagement or the Services. Subject to applicable law, the Company shall indemnify,
defend and hold Schott and its contract affiliates, harmless on a current basis as incurred, from and against any and all liabilities,
losses, demands, penalties, actions, suits, costs and expenses (including, without limitation, reasonable attorney’s fees
and expenses), to which any of the foregoing may be subject to or incur arising out of, or in connection with the performance
of Services or otherwise incident to the engagement herein contemplated except to the extent that it is finally determined by
a court of competent jurisdiction that such damages arise directly out of Schott’s own gross negligence or willful misconduct.
The Company’s obligations under this paragraph shall survive the termination of the engagement herein contemplated.


 


Either
party may immediately terminate this engagement upon written notice to the other party as per the terms above provided however,
Schott shall be entitled to payment for Services provided and Expenses incurred through the effective date of such termination
in accordance with this Agreement.


 


ENTIRE
AGREEMENT


 


This
Agreement, including the Exhibits hereto, sets forth the entire agreement between the Parties with respect to the subject matter
hereof, and supersedes any and all prior agreements between the Company and Schott, whether written or oral, relating to any or
all matters covered by and contained or otherwise dealt with in this Agreement. This Agreement does not constitute a commitment
of the Company with regard to Schott’s employment, express or implied, other than to the extent expressly provided for herein.


 


AMENDMENT


 


No
provisions of this Agreement may be modified, waived, or discharged except by a written document signed by Scott and a duly authorized
Company officer. A waiver of any conditions or provisions of this Agreement in a given instance shall not be deemed a waiver of
such conditions or provisions at any other time.


 


GENERAL
TERMS


 


This
Agreement and the relationship established hereby shall be governed by the laws of the State of Texas (without regard to its conflict
of laws provisions) and any dispute or claim arising out of or relative thereto shall be heard by the state courts located in
Bexar County or federal courts located in Bexar County, Texas. Words in the singular shall be held to include the plural and vice
versa, and words of one gender shall be held to include the other gender as the context requires.


 




    	 	 	 



    	 



    

 


Very
truly yours,


 


FIDES
ENERGY LLC


 


 


 


Louis
G. Schott


Member
and Manager


 


Agreed
to and accepted by:


 


Camber
Energy, Inc. 


 


 





	/s/ Bob Schleizer	 	 
	By:
Bob Schleizer	 
	 	 
	 	 
	Its: Chief Financial Officer	Date:	May 25, 2018