Exhibit
10.15


 


 


INDEPENDENT CONTRACTOR AGREEMENT


 


 


THIS
INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October
2003, by and between GOLDEN GRAIN ENERGY, LLC (“GGE”) and
Walter Wendland (“Wendland”).


 


WHEREAS, GGE intends to develop, finance and construct an
ethanol plant in Cerro Gordo County near Mason City, Iowa (the “Project”); and


 


WHEREAS, Wendland has valuable experience in
administration and management and in the Iowa corn and grain sorghum
industries, and related industries; and


 


WHEREAS, the parties  wish to enter into an independent
contractor relationship in connection with the Project upon the terms and
conditions herein set forth.


 


NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.             Engagement as
Independent Contractor; Duties.  GGE
hereby engages Wendland to serve as the Construction Coordinator and Owner’s
Senior Representative and Wendland hereby accepts such engagement upon the
terms and conditions hereinafter set forth. 
In this capacity, Wendland shall be responsible for the supervision and
coordination of construction of the Project and shall serve as the primary
contact by and between GGE and its Board of Directors (the “Board”) and Fagen,
Inc., as well as any other contractors working on the Project (collectively
referred to as the “Contractors”). 
Wendland’s duties shall include, but not be limited to, assumption of
responsibility for public relations, on-site development issues, and timely
completion of the Project.  Wendland
shall apprise the Board of the status of the Project and of any material
events, shall assist the Board in developing policies regarding construction of
the Project, and shall perform his duties at the direction of the Board.


 


2.             Term;
Termination.  The term of the
engagement under this Agreement shall commence effective October 1, 2003 and shall
continue, unless sooner terminated as provided herein, until completion of the
Project.  Either party may terminate
this Agreement at any time, with or without cause, upon delivery of oral or
written notice to the other party indicating an intention to terminate the
Agreement.  In the event either party
exercises its right to terminate this Agreement, Wendland shall be entitled to
payment for services actually rendered and completed prior to such notice to
terminate.  The termination of
Wendland’s independent contractor relationship for any reason whatsoever shall
not in any manner modify, reduce or affect the application or scope of the
provisions set forth in Section 4 below, all of which shall continue in full
force and effect for the term stated in such Section.


 


3.             Compensation and
Expense Reimbursements.  For all
services rendered to GGE during the term of this agreement, Wendland shall
receive monthly compensation of $5,000.00. 
In addition, Wendland shall be entitled to reimbursement of
reasonable and properly documented expenses incurred in rendering services as
an independent contractor hereunder including, but not limited to, $.36 per
mile for travel expenses.


 

















 


4.             Confidentiality.  In providing services hereunder, Wendland
may have access to documents and information relating to GGE and its properties
and business operations (“Confidential Information”).  All such Confidential Information shall at all times during the
term of this Agreement and for a period of two (2) years thereafter, be treated
as confidential and sensitive proprietary business information.  Wendland shall not, unless compelled by
legal process, except in accordance with the express terms of this Agreement or
with the prior written consent of GGE, disclose or permit the disclosure of any
Confidential Information to any person or entity whatsoever, unless such
information is otherwise readily available in the public domain.


 


5.             Related Services
and Compensation.  Nothing in this
Agreement shall prohibit Wendland from otherwise serving as an officer or
director of GGE during or following the term of this Agreement and receiving
and accepting compensation or reimbursements related to his services as an
officer or director.


 


6.             Relationship
of the Parties.  The parties
acknowledge and agree that their relationship hereunder shall be that of
independent contracting parties, and this Agreement shall not be interpreted or
construed as creating any other relationship, including, without limitation,
that of principal-agent, employer-employee, partnership or joint venture.  Consequently, neither party shall have the
right or authority, express or implied, to assume or create any responsibility,
obligation or liability on behalf or in the name of the other party hereto, or
to bind the other party in any respect.


 


7.             Miscellaneous.  Except as otherwise provided herein, any and
all notices and reports required or contemplated hereunder shall be in writing
and shall be sent in a commercially reasonable manner under the circumstances,
addressed to the parties at their respective addresses.  This Agreement shall be governed by and
construed in accordance with Iowa law, and shall not be modified except in a
writing signed by the parties.  This
Agreement is binding upon the parties and their heirs, representatives, agents,
successors and permitted assigns. 
Neither this Agreement or any parties’ rights, duties, responsibilities
or obligations shall be assigned by either party, in whole or in part, without
the prior written consent of the other party hereto.  If any provision herein is held to be invalid or unenforceable,
in whole or in part, the remaining provisions shall not be affected.  No omission or delay by either party in
enforcing any right or remedy or in requiring any performance hereunder shall
constitute a waiver of any such right, remedy or required performance, nor
shall it affect the right of either party to enforce such provision
thereafter.  The headings contained
herein are for convenience only and shall not be considered in interpreting or
construing this Agreement.  This
Agreement may be executed in counterparts.


 


IN WITNESS
WHEREOF, the parties
hereto have duly executed this INDEPENDENT CONTRACTOR AGREEMENT as of the date first above written.


 


	
  GOLDEN GRAIN ENERGY, LLC

  	
  WALTER WENDLAND

  
	
   

  	
   

  
	
  By:

  	
  /s/  Dave Sovereign

  	
   

  	
  /s/ Walter Wendland

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  Vice-Chairman

  	
   

  	
   

  
						



 


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