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OIL/GAS SERVICE AGREEMENT(Management of Properties) This Oil/Gas Service Agreement (the “Agreement”) is between _____ (the “Owner”), whose address is _____, and _____ (the Manager”), whose address is _____. Owner and Manager may be referred to in this Agreement, collectively, as the “Parties,” or indi vidually as a “Party.” It shall be deemed effective as of _____ (the “Effective Date”). Owner is the owner of oil and gas properties consisting of producing mineral, royalty, overriding royalty, and working interests, and/or leased and unleased nonproducing mineral and royalty interests, all collectively referred to in this Agreement as the “Propertie s.” Owner desires to engage the services of Manager to advise and assist Owner in the management of the Properties, and Manager is willing to undertake those responsibilities in accordance with this Agreement. In consideration of the mutuality provided for in this Agreement, of the compensation to be paid to Manager by Owner, and the benefits to be received by Owner, Manager and Owner agree as follows: 1. Owner will furnish Manager its tax identification number, a description of the Properties, copies of each division order, oil and gas lease, operating agreement and other docume nts applicable to the Properties, the name and address of the purchaser of production and ea ch party (if other than the purchaser) who remits to Owner proceeds of production, delay rentals, or other revenues attributable to the Properties, and copies of all other documents and informa tion that Owner may possess or that Manager may reasonably request from Owner to enable it to carry out its functions under this Agreement, including as to each working interest a complete and current account for capital expenditures paid or incurred by Owner as of the date on which Manager is requested to assume its responsibilities under the terms of this Agreement (the Effect ive Date). Owner will promptly furnish Manager any changes or additions to the information and documents previously furnished, to the end that at all times Manager will have a c urrent and updated file with respect to each of the Properties. 2. Owner will cause the party who accounts for and remits to Owner revenues attributable to the Properties to remit those revenues by check or electronic transfer, addressed to Owner, i n care of Manager, together with the remitter’s statement accounting for the proceeds. Mana ger is authorized to endorse all checks as agent for Owner and to deposit the proceeds in a trust account or accounts which Manager will maintain for Owner. With respect to working interests, Owner will also cause the operator and other working interest owners to send to Owner in care of Manager all statements for operating and other expenses and all notices and other docume nts pertaining to working interests, and for all Properties shall cause the respective ad valore m taxing authorities to send all tax statements to Manager. 3. Using the information furnished to it by Owner, as well as all other information that i t receives from third parties, Manager will set up and maintain books and records in a manne r that will enable it to account for receipts and disbursements, and Manager will perform the following services: (a) Remit the revenues to Owner as soon as practical after the first day of the m onth, following the month in which they are received by Manager, except that Manager may re tain in reserve, in an interest-bearing account, the amounts as Manager and Owner agree in writing will be needed to pay ad valorem taxes and any applicable operating or other expenses, incl uding insurance costs to which the Properties may be subject, including Manager’s compensation for services. (b) Review statements received for operating and other expenses, including insurance costs as to working interests and, if in Manager’s judgment a statement is correct and in compliance with the operating or other applicable agreement and account procedures, pay the statement from reserves on hand. (c) Promptly forward Owner all notices and other documents received with respect to working interests that require a vote or other action by Owner, along with Manager’s recommendations as to the action Manager believes should be taken, but the final deci sion will remain with Owner, which shall execute whatever document or instrument may be required to effect the vote or other action. (d) From reserves on hand, pay ad valorem taxes assessed against the Properties promptly on receipt of tax statements. (e) Execute, on Owner’s behalf, authorizations for expenditures (“AFEs”) with respect to working interests in an amount not to exceed $__________ as to Owner’s interest for a single AFE in connection with programs previously approved by Owner in writing, and refer to Owner with Manager’s recommendations any AFE that exceeds that amount. Owner will instruct all parties requesting AFEs to accept Manager’s execution as Owner’s agent in accordance with this subparagraph (e). (f) Furnish Owner, monthly, a full and complete accounting of all transactions handled, the accounting to be in the form agreed on by Owner and Manager. (g) Furnish Owner an annual review which shall include but not be limited to recommendations as to the sale or retention of and a market value with respect to working interest Properties. As to nonproducing interests, Manager shall maintain a memo record for purposes of review in the event of inquiries or knowledge of activity in a given area. In additi on, Manager shall review and make recommendations to Owner as to any nonproducing interests referred to Manager by Owner and establish appropriate records for the collection of anticipat ed delay rentals and other management duties relating to nonproducing interest that are leased. (h) In general, advise and make recommendations to Owner on those matters Owner may request with regard to oil, gas, and other mineral interests, which shall incl ude but not be limited to the negotiations of leases and other proposals by Manager on behalf of Owner, t he analysis and/or review or other proposals, the terms and provisions of prospective oil and gas leases on nonproducing properties, the terms and provisions of operating and other agreements on working interests, the reserve estimates and values of Properties, the correctness of division orders prepared for execution by Owner, and in all other matters relating to the interests as to which Manager possesses the necessary knowledge and expertise concerning the Properties and their management. In all of the foregoing instances, Manager shall take no further act ion, other than that specified, without the final and prior written approval of Owner. (i) Prepare and furnish Owner appropriate schedules, complete for use in reporting income tax information to the Internal Revenue Service or other taxing authorities, inc luding depletion, depreciation, and summary of taxable receipts and tax deductible expenses a ttributable to Owner’s account, 60 days following the tax year-end, provided complete and accurate data is available to Manager. (j) In reference to the duties outlined in (i) above, when Manager becomes aware that it will not be able to provide Owner with the advice or reports, it shall promptly notify Owner in writing listing the data that is not available or the reasons for being unable to meet the time periods required and give Owner a new estimate of the date the advice or reports shall be ready. In such a case, Manager shall cooperate with Owner in producing partial, interim, or esti mated advice or reports. (k) Make all other calculations and prepare all other reports reasonably requested by Owner to comply with new, amended, or changed requirements in the laws governing the Properties. 4. Manager shall receive for its services the fees agreed to in the letter date d __________, between Owner and Manager, and the fees shall be considered necessary expenses incurred for which Manager shall be entitled to reimbursements. 5. Manager is authorized to employ and pay reasonable compensation to any individual or firm whose service are at any time or from time to time deemed necessary or prude nt to enable Manager to properly advise Owner in the management of the Properties, and Manager may charge Owner for the expenses incurred. Manager will obtain the prior consent of Owner for which the services are to be obtained and expenses incurred. 6. Manager agrees Owner shall have access to Manager’s records and books established for Owner by the terms of this Agreement.7. Manager shall not be liable to Owner for any loss or damage resulting from any act or omission arising from or connected with its performance under this Agreement except for loss or damage resulting from Manager’s gross negligence or willful misconduct. Owner agrees to indemnify and hold Manager harmless and each of its officers, directors and employees from and against any loss, liability, damage, or claim arising out of or in connection with this Agreement and shall reimburse Manager and its officers, directors, and employees for any legal and othe r expenses reasonably incurred in investigating, defending, or preparing to defend against any loss, liability, damage, or claim. 8.Owner represents that it has full power, capacity, and authority to enter into this Agreement and Owner has full power, capacity, and authority to request Manager to perform t he duties and responsibilities required of it under this Agreement. Manager represents that it has the requisite, expertise, skill, and organization to consult on and manage interests in oil, gas, and other mineral interests required to carry out the terms of this Agreement in a prude nt and professional manner. 9. This Agreement may be terminated in its entirety at any time, with or wit hout cause, by either Party on 30 days advance written notice. On receipt of a notice of terminat ion, Manager shall make all necessary arrangements to transfer and will transfer its records, file s, and data pertaining to the Properties either to Owner or to a third party designated by Owner. The tra nsfer shall take place within 60 days of the termination date.10. Manager recognizes the confidential nature of Owner’s information and agrees not to release any information concerning or about the Properties to third parties without the pri or written approval of Owner. 11. Neither this Agreement nor any right created by it may be assigned by either Party without the prior written consent of the non-assigning Party.12. This Agreement shall be construed and enforced in accordance with the laws of the Sta te of __________ and shall inure to the benefit of, and the obligations created by it shall be bi nding on the successors and assigns of the Parties.13. This Agreement contains the entire agreement and understanding between the Parties with respect to it subject matter and supersedes any prior discussions, representations, or agreements between the Parties.14. Manager will not execute an oil and gas lease, farm out, assign, transfer, sell, or otherwise dispose of any of the Properties subject to this Agreement without the prior writte n approval of Owner. The authority granted by Owner to Manager in the Limited Power of Attorney as of the Effective Date shall be limited by and be subject to the terms of this Agree ment. In the event of a conflict between the Limited Power of Attorney and this Agreement the terms a nd provisions of this Agreement shall control. This Agreement is executed by each Party as of the Date of their respective signa tures, but shall be effective as of the Effective Date. Date: Owner Date: Manager