CONSULTING AGREEMENT
This
Agreement is made on April 1, 2008 between Blue Earth Solutions Inc (the
"Company") and Xxxxxxx Xxxxxxxx (the "Consultant"), a chemical specialist.
The Consultant has extensive experience regarding the chemical structure of xxxx
xxxxxxx and other chemicals used by the Company, and the Company seeks to
benefit from the Consultant's expertise by retaining the Consultant as an
exclusive Technical Consultant. The Consultant wishes to perform consulting
services for the Company. Accordingly, the Company and the Consultant agree as
follows:
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1.
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Services
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a.
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The
consultant shall provide advice and consulting services to the Company
with respect to matters related to StyroSolve and Tire Muscle along with
other products the Company may produce. The Consultant shall be engaged by
the Company as a consultant for the exchange of ideas only and under the
terms of this Agreement, shall not direct or conduct research for or on
behalf of the Company. Any research which may be conducted shall be
carried out under the auspices of a sponsored research agreement between
Company and the Consultant.
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b.
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Upon
request by the Company and in return for compensation detailed in Article
2, the Consultant shall keep the Company informed about applications,
features, and specifications in the area of chemicals and chemical
formulations as they may broaden or change from time to time as well as be
available for assisting in quality control
issues.
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c.
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The
Company acknowledges that the Consultant is self
employed.
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2.
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Compensation
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As full
consideration for the consulting services provided by the Consultant, the
Company shall pay to the Consultant $1,500 twice monthly.
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3.
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Competition
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The
Consultant represents to the Company that the Consultant does not have any
agreement to provide consulting services to any other party, firm, or company in
the chemical industry on matters relating to the scope of this consultancy, but
the company reserves the right to hire others in similar
capacities.
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4.
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Confidentiality
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a.
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Either
party may disclose to the other party any information that the disclosing
party would normally freely disclose to the other members of the
scientific community at large, whether by publication, by presentation at
seminars, or in informal scientific
discussions.
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b.
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The
parties may wish, from time to time, in connection with work contemplated
under this Agreement, to disclose confidential information to each other
("Confidential Information"). Each party will use reasonable efforts to
prevent the disclosure of any of the other party's Confidential
Information to third parties for a period of five(5) years from receipt
thereof. The recipient may acquire information that pertains to the
discloser's processes, equipment, programs, developments, or plans that is
both (i) disclosed or made known by the disclosure to the recipient and
(ii) identified in writing as "proprietary" by the disclosure. The
recipient agrees not to disclose any Confidential Information to third
parties or to use any Confidential Information for any purpose other than
performance of the services contemplated by this Agreement, without prior
written consent of the Company.
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c.
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Confidential
Information subject to paragraph 4(b) does not include information that
(i) is or later becomes available to the public through no breach of this
Agreement by the recipient; (ii) is obtained by the recipient from a third
party who had the legal right to disclose the information to the
recipient; (iii) is already in the possession of the recipient on the date
this Agreement becomes effective; (iv) is independently developed by
recipient; or (v) is required to be disclosed by law, government
regulation, or court order. In addition, Confidential Information subject
to paragraph 4(b) does not include information generated by the Consultant
unless the information is generated as a direct result of the performance
of consulting services under this
Agreement.
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5.
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Return
of Materials
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The
Consultant agrees to promptly return, following the termination of this
Agreement or upon earlier request by the Company, all drawings, tracings, and
written materials in the Consultant's possession and (i) supplied by the Company
in conjunction with the Consultant's consulting services under this Agreement or
(ii) generated by the Consultant in the performance of consulting services under
this Agreement.
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6.
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Intellectual
Property
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a.
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Title
to all inventions and discoveries made by Consultant resulting from the
work performed hereunder shall reside in in the
company..
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7.
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Defense
and Indemnification
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The
company agrees, at its sole expense, to defend the Consultant against, and to
indemnify and hold the Consultant harmless from, any claims or suits by a third
party against the Consultant or any liabilities or judgments based thereon,
either arising form the Consultant's performance of services for the Company
under this Agreement or arising from any Company products which result from the
Consultant's performance of services under this Agreement.
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8.
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Term
and Termination
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a.
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This
Agreement shall be for a term of 12 months, renewable upon reasonable
terms and conditions as may be agreed upon by the Company and the
Consultant.
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2
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b.
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Termination
of the Agreement under paragraph 8(a) above shall not affect (a) the
Company's obligation to pay for services previously performed by the
Consultant or expenses reasonably incurred by the Consultant for which the
Consultant is entitled to reimbursement under paragraph 2,
above, (b) the Company's obligation to defend and indemnify the
Consultant and the Institute under paragraph 7 above, or (c) the
Consultant's continuing obligations to the Company under paragraphs 4(b)
and 6(a), above.
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9.
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Miscellaneous
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a.
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This
Agreement shall inure to the benefit of and be binding upon the respective
heirs, executors, successors, representatives, and assigns of the parties,
as the case may be.
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b.
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The
relationship created by this Agreement shall be that of independent
contractor, and the Consultant shall have no authority to bind or act as
agent for the Company or its employees for any
purpose.
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c.
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The
Company will not use the Consultant's name in any commercial advertisement
or similar material used to promote or sell products, unless the Company
obtains in advance the written consent of the
Consultant.
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Notice or
payments given by one party to the other hereunder shall be in writing and
deemed to have been properly given or paid if deposited with the United States
Postal Service, registered or certified mail, to the consultants home
address or if to the Company, its corporate headquarter’s address in Orlando,
FL
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d.
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This
Agreement replaces all previous agreements and the discussions relating to
the subject matters hereof and constitutes the entire agreement between
the Company and the Consultant with respect to the subject matters of this
Agreement. This Agreement may not be modified in any respect by any verbal
statement, representation, or agreement made by any employee, officer, or
representative of the Company, or by any written documents unless it is
signed by an officer of the Company and by the
Consultant.
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e.
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If
any term or provision of this Agreement is deemed invalid, contrary to, or
prohibited under applicable laws or regulation of any jurisdiction, this
Agreement (save only this sentence) shall be
invalid.
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IN
WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.
By: ________________
President
By: /s/ Xxxxxxx Xxxxxxxx
Consultant
