Exhibit10.1
CONSULTING AGREEMENT
THIS AGREEMENT is dated and effective on the 20th day of September, 2011.
BETWEEN:
US HIGHLAND Inc. PO Box 339, Glenpool, OK 74033
(the "Company")
AND:
Rob Harris with an address at Selene 32, B41, Bella Vista, Santo Domingo,
Dominican Republic
(the "Contractor")
WHEREAS:
A.
The Company desires to retain the Contractor to
provide the Company with the services as a member of the Board of Directors (the
"Services") in regards to the Company's management and operations;
B.
The Contractor has agreed to provide the
Services to the Company on the terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and promises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each, the parties hereto agree as follows:
ARTICLE 1
APPOINTMENT AND AUTHORITY OF CONTRACTOR
1.1
APPOINTMENT OF CONTRACTOR.
THE COMPANY
HEREBY APPOINTS THE CONTRACTOR TO PERFORM THE SERVICES FOR THE BENEFIT OF THE
COMPANY AS HEREINAFTER SET FORTH, AND THE COMPANY HEREBY AUTHORIZES THE
CONTRACTOR TO EXERCISE SUCH POWERS AS PROVIDED UNDER THIS AGREEMENT.
THE
CONTRACTOR ACCEPTS SUCH APPOINTMENT ON THE TERMS AND CONDITIONS HEREIN SET
FORTH.
1.2
PERFORMANCE OF SERVICES.
THE SERVICES
HEREUNDER HAVE BEEN AND SHALL CONTINUE TO BE PROVIDED ON THE BASIS OF THE
FOLLOWING TERMS AND CONDITIONS:
(A)
THE CONTRACTOR SHALL REPORT DIRECTLY TO THE BOARD OF
DIRECTORS OF THE COMPANY;
(B)
THE CONTRACTOR SHALL FAITHFULLY, HONESTLY AND DILIGENTLY SERVE
THE COMPANY AND COOPERATE WITH THE COMPANY AND UTILIZE MAXIMUM PROFESSIONAL
SKILL AND CARE TO ENSURE THAT ALL SERVICES RENDERED HEREUNDER, INCLUDING THE
SERVICES, ARE TO THE SATISFACTION OF THE
COMPANY, ACTING REASONABLY, AND THE CONTRACTOR SHALL PROVIDE ANY OTHER SERVICES
NOT SPECIFICALLY MENTIONED HEREIN, BUT WHICH BY REASON OF THE CONTRACTOR'S
CAPABILITY THE CONTRACTOR KNOWS OR OUGHT TO KNOW TO BE NECESSARY TO ENSURE THAT
THE BEST INTERESTS OF THE COMPANY ARE MAINTAINED; AND
(C)
THE COMPANY SHALL REPORT THE RESULTS OF THE CONTRACTOR'S
DUTIES HEREUNDER AS MAY BE REQUESTED BY THE COMPANY FROM TIME TO TIME.
1.3
AUTHORITY OF CONTRACTOR.
THE
CONTRACTOR SHALL HAVE NO RIGHT OR AUTHORITY, EXPRESS OR IMPLIED, TO COMMIT OR
OTHERWISE OBLIGATE THE COMPANY IN ANY MANNER WHATSOEVER EXCEPT TO THE EXTENT
SPECIFICALLY PROVIDED HEREIN OR SPECIFICALLY AUTHORIZED IN WRITING BY THE
COMPANY.
1.4
INDEPENDENT CONTRACTOR.
IN PERFORMING
THE SERVICES, THE CONTRACTOR SHALL BE AN INDEPENDENT CONTRACTOR AND NOT AN
EMPLOYEE OR AGENT OF THE COMPANY, EXCEPT THAT THE CONTRACTOR SHALL BE THE AGENT
OF THE COMPANY SOLELY IN CIRCUMSTANCES WHERE THE CONTRACTOR MUST BE THE AGENT TO
CARRY OUT ITS OBLIGATIONS AS SET FORTH IN THIS AGREEMENT.
NOTHING IN THIS
AGREEMENT SHALL BE DEEMED TO REQUIRE THE CONTRACTOR TO PROVIDE THE SERVICES
EXCLUSIVELY TO THE COMPANY AND THE CONTRACTOR HEREBY ACKNOWLEDGES THAT THE
COMPANY IS NOT REQUIRED AND SHALL NOT BE REQUIRED TO MAKE ANY REMITTANCES AND
PAYMENTS REQUIRED OF EMPLOYERS BY STATUTE ON THE CONTRACTOR'S BEHALF AND THE
CONTRACTOR OR ANY OF ITS