If you wish to make a referral as a part of our Land Referral Program, please read the following agreement carefully and fill in the information required by the form at the end, including a description of the property you wish to refer. By providing this information and clicking “I Agree” to submit it to us, you are agreeing to be bound by the provisions, terms and conditions below.
REFERRAL AND FINDER’S FEE AGREEMENT
This Referral and Finder’s Fee Agreement (this “Agreement”) is made, executed and entered into by and between Ross Exploration, Inc., a Delaware corporation (“Ross”), and any person or entity who chooses to accept and execute this Agreement (the “Finder”) by providing the information in Section IV hereinbelow and clicking “I Agree.” The foregoing persons or entities may be hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Ross is the business of conducting exploration for oil and gas, including but not limited to the acquisition of Oil and Gas Leases (individually, a “Lease,” and collectively, the “Leases”).
Ross desires to solicit a referral from Finder regarding certain real property for an evaluation concerning the desirability of acquiring a Lease or Leases covering all or a portion of the same.
Finder desires to refer to Ross for such evaluation the real property described in Section IV of this Agreement (the “Property”) in exchange for certain compensation described hereinbelow.
For and in consideration of the following terms, conditions and covenants, the Parties agree as follows:
1.1 Ross agrees to evaluate the Property to determine, in Ross’s sole and absolute discretion, the potential for the development and production of oil, gas or other minerals therefrom (the “Evaluation”); provided, however, that if Ross is already in the process of evaluating or has previously been referred to any portion or portions of the Property (collectively, “Previously Discovered Property”), this Agreement shall immediately terminate and be rendered null, void and unenforceable with respect to any such Previously Discovered Property, and Ross shall notify Finder of such occurrence at the email address provided hereinbelow.
1.2 Once the Evaluation is complete, Ross will notify the Finder at the email address provided hereinbelow as to whether or not Ross intends to pursue the acquisition of a Lease or Leases covering all or a portion of the Property. If Ross declines to pursue such acquisition, this Agreement shall immediately terminate and be rendered null, void and unenforceable.
2.1 In the event Ross notifies Finder of Ross’s intent to pursue the acquisition of leasehold rights in the Property as provided by Section 1.2 hereinabove, Ross agrees to use its best efforts for a period of up to six (6) months (the “Acquisition Period”) to obtain a Lease or Leases covering all or a portion of the Property at commercially reasonable terms, in Ross’s sole and absolute discretion, including but not limited to a lessor royalty of less than twenty-five percent (25%). If Ross is unable to obtain any such Lease(s) within the Acquisition Period, this Agreement shall immediately terminate and be rendered null, void and unenforceable.
2.2 Ross agrees to assign, transfer and convey to Finder an overriding royalty interest (the “ORRI”) in and to any portion(s) of the Property covered by a Lease obtained by Ross during the Acquisition Period which contains a lessor royalty of less than twenty-five percent (25%). The exact amount of the ORRI shall be determined by Ross based on several factors, including but not limited to the size, location and projected production of the portion(s) of the Property covered by the Lease(s); provided, however, that the ORRI shall in no event be less than one-quarter percent (0.25%) nor more than one percent (1%) of the entire 8/8ths production.
2.3 Ross acknowledges and agrees that it shall use commercially reasonable efforts to obtain production from any portion(s) of the Property covered by a Lease; however, Ross is not obligated to drill a well or commence drilling operations if it is not economically feasible or prudent to so, as determined by Ross in its sole and absolute discretion.
3.1 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any and all previous communications, representations, understandings and agreements, whether written or oral, between the Parties. This Agreement may be modified or amended only by express written instrument executed by the Parties.
3.2 Waiver. No waiver with respect to any portion of this Agreement shall apply to any other portion of the Agreement, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion. No course of dealing by either Party, and no failure, omission, delay or forbearance by any Party in exercising such Party’s rights or remedies, shall be deemed a waiver of any such rights or remedies or a modification of this Agreement.
3.3 Severability. Should any term or provision of this Agreement be declared or determined by a court of competent jurisdiction to be illegal or invalid, the remaining terms and provisions shall not be affected, and the term or provision held to be invalid shall be deemed not to be a part of this Agreement.
3.4 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to conflicts of laws principles. THE VENUE OF ANY LITIGATION, ARBITRATION, MEDIATION OR OTHER PROCEEDING OR DISPUTE RESOLUTION PROCESS BETWEEN THE PARTIES SHALL BE IN TARRANT COUNTY, TEXAS.
3.5 Alternative Dispute Resolution. In the event of a dispute, claim or controversy between the Parties regarding the subject matter of this Agreement, the Parties hereby agree to first endeavor to negotiate with each other in good faith to achieve a resolution. In the event no such resolution can be achieved, the Parties agree to attempt to resolve any such dispute, claim or controversy by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the Parties may agree. The Parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
Property and Finder Information
BY PROVIDING THE FOLLOWING INFORMATION AND CLICKING “I AGREE,” YOU ARE EXECUTING THIS AGREEMENT AND EXPRESSLY AGREEING TO BE BOUND BY ALL OF ITS PROVISIONS, TERMS AND CONDITIONS.