SERVICES AGREEMENT
Exhibit
10.7
THIS AGREEMENT is made effective the
1st
day of January, 2009
(the
“Agreement”), between Global
Green Solutions Inc., a Nevada Corporation (“GGRN”) at 000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX, Xxxxxx X0X 0X0 and; Xxxxxx Xxxxxx, (“Xxxxxx”) of 0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0, together, the
Parties.
RECITALS
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A.
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GGRN
is a public company engaged in the business of developing and implementing
technology internationally for renewable energy
projects;
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B.
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GGRN
requires the services of a Chief Financial
Officer;
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X.
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Xxxxxx
has been providing Chief Financial Officer services to GGRN on a
continuous basis since March 15, 2006 and GGRN wishes to have Xxxxxx
continue to provide those services;
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D.
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The
Parties agree that Xxxxxx has the skills and expertise to serve as Chief
Financial Officer for GGRN, as successfully demonstrated since March 15,
2006; and
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X.
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Xxxxxx
has agreed to continue to serve as Chief Financial Officer for GGRN as
hereinafter provided.
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AGREEMENT
NOW, THEREFORE, the Parties
agree as follows:
1. Services. Xxxxxx
agrees to continue to provide the services of Chief Financial Officer of GGRN
and report to the Chief Executive Officer of GGRN. Xxxxxx will
perform such duties as are assigned to him by GGRN, including those regularly
and customarily performed by a Chief Financial Officer including responsibility
for all accounting, financial and related administrative activities regarding
GGRN, its subsidiaries, and its joint venture companies (collectively, the
“Duties”). Xxxxxx will comply with all rules, policies and procedures
of GGRN as modified from time to time. Xxxxxx will perform all of his
responsibilities in compliance with all applicable laws and will endeavor to
ensure that the operations are in compliance with all applicable
laws.
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2. Term of
Engagement. The term of engagement of Xxxxxx will be for the
three year period commencing the 1st day of
January, 2009 and ending the 31st day of
December, 2011 ("the Term"), unless sooner terminated in accordance with the
terms and conditions of this Agreement. If the term continues after
the end of the Term, such term will continue on the terms and conditions set
forth in this Agreement, but will be terminable by either party at any time with
or without cause or advance notice, unless otherwise mutually
agreed.
3. Compensation . For
the duration of Xxxxxx’x tenure hereunder, Xxxxxx will be entitled to base
compensation at a monthly rate of US $8,000.00, in arrears.
4. Other Benefits.
4.1 Certain
Benefits. Xxxxxx will be eligible to participate in all
corporate benefit programs established by GGRN that are applicable to management
personnel such as medical, pension, disability and life insurance plans on a
basis commensurate with Xxxxxx’ position and in accordance with GGRN’s policies
from time to time, but nothing herein shall require the adoption or maintenance
of any such plan.
4.2 Vacations, Holidays and
Expenses. For the duration of Xxxxxx’ tenure hereunder, Xxxxxx
will be provided with such holidays, sick leave and vacation as GGRN makes
available to its management level employees generally. GGRN will
reimburse Xxxxxx in accordance with company policies and procedures for
reasonable expenses necessarily incurred in the performance of duties hereunder
against appropriate receipts and vouchers indicating the specific business
purpose for each such expenditure.
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5.
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Termination
or Discharge by GGRN.
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5.1 For Cause. GGRN
will have the right to immediately terminate Xxxxxx’ services and this Agreement
for cause. For the purposes of this Agreement, “Cause”
includes:
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(a)
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fundamental
breach of this Agreement by Xxxxxx;
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(b)
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failure
to perform assigned job responsibilities that continues unremedied for a
period of sixty (60) days after written notice to Xxxxxx by GGRN as to the
standard required;
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(c)
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any
intentional or grossly negligent disclosure of any Confidential
Information by Xxxxxx;
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(d)
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violation
of any local, provincial or federal statute by Xxxxxx, including, without
limitation, an act of dishonesty such as embezzlement or theft, whether
committed during the course of or in relation to Xxxxxx’ services to GGRN
or otherwise;
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(e)
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conduct
by Xxxxxx that, in the opinion of GGRN, is materially detrimental to the
business or financial position of GGRN, including conduct that has the
potential to injure the reputation of GGRN if Xxxxxx is retained by GGRN;
and
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(f)
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any
and all omissions, commissions or other conduct which would constitute
just cause under the laws of the province of British
Columbia.
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5.2 Without Cause. GGRN
may terminate Xxxxxx’ tenure under this Agreement without cause; provided
however, that GGRN will pay as severance to Xxxxxx in lieu of notice, an amount
equal to six months of Xxxxxx’ Base Rate at the rate in effect on the
termination date, plus any unpaid expense claims. Upon termination,
Xxxxxx will have rights to any unvested benefits for a further six month
period.
6. Termination by
Xxxxxx. Xxxxxx may terminate his tenure and services under
this Agreement for any reason provided that Xxxxxx gives GGRN at least thirty
(30) days notice in writing. GGRN may, at its option, relieve Xxxxxx
of all duties and authority after notice of termination has been
provided.
7. Confidential
Information. Xxxxxx shall not, either during the term of this
Agreement or at any time thereafter, without specific consent in writing,
disclose or reveal in any manner whatsoever to any other person, firm or
corporation, nor will he use, directly or indirectly, for any purpose other than
the purposes of GGRN, the private affairs of GGRN or any confidential
information which he may acquire during the term of this Agreement with relation
to the business and affairs of the directors and shareholders of GGRN, unless
Xxxxxx is ordered to do so by a court of competent jurisdiction or unless
required by any statutory authority.
8.
Dispute
Resolution. The terms of this agreement shall be adjudicated
upon in accordance with the laws of the Province of British Columbia and each of
the parties hereto agree to atturn to the jurisdiction of the British Columbia
courts.
9.
Fees. Unless
otherwise agreed, the prevailing party will be entitled to its costs and
attorneys' fees incurred in any litigation relating to the interpretation or
enforcement of this Agreement.
10. Representation of Xxxxxx
Xxxxxx represents and warrants to GGRN that he is free to
enter into this Agreement and has no commitment, arrangement or understanding to
or with any party that restrains or is in conflict with his performances of the
covenants, services and duties provided for in this Agreement. Xxxxxx
agrees to indemnify GGRN and to hold it harmless against any and all liabilities
or claims arising out of any unauthorized act or acts by Xxxxxx that, the
foregoing representation and warranty to the contrary notwithstanding, are in
violation, or constitute a breach, of any such commitment, arrangement or
understanding.
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11. Assignability. This
Agreement and all other rights, benefits and privileges contained herein may not
be assigned by Xxxxxx. GGRN may assign
its rights and obligations under this Agreement to a successor by sale, merger
or liquidation, if such successor carries on the Business substantially in the
form in which it is being conducted at the time of the sale, merger or
liquidation. This Agreement is binding upon GGRN, its successors and
assigns.
12. Notices. Any notice
required or permitted to be given hereunder is sufficient if in writing and
delivered by hand, by facsimile or by registered mail, to Xxxxxx at 0000 Xxxx
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx, X0X 0X0 or to the Chairman of the
Board of Directors of GGRN at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX,
Xxxxxx, X0X 0X0.
13. Severability. If
any provision contained herein is determined to be void or unenforceable in
whole or in part, it is to that extent deemed omitted. The remaining
provisions shall not be affected in any way.
14. Waivers. No consent
or waiver, express or implied, by either party to or of any breach or default by
the other party in the performance by the other of its obligations herein shall
be deemed or construed to be a consent or waiver to or of any breach or default
of the same or any other obligation of such party. Failure on the
part of any party to complain of any act or failure to act, or to declare either
party in default irrespective of how long such failure continues, shall not
constitute a waiver by such party of its rights herein or of the right to then
or subsequently declare a default.
15. Governing Law. This
Agreement is subject to and governed by the laws of the Province of British
Columbia, Canada.
16. Entire
Agreement. This instrument contains the entire agreement of
the parties with respect to the relationship between Xxxxxx and GGRN and
supersedes all prior agreements and understandings, and there are no other
representations or agreements other than as stated in this Agreement related to
the terms and conditions of Xxxxxx’ service. This Agreement may be
changed only by an agreement in writing between GGRN and Xxxxxx.
17. Execution in Several
Counterparts. This Agreement may be executed by facsimile and
in several counterparts, each of which shall be deemed to be an original and all
of which shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the
parties have duly signed and executed this Agreement as of the dates shown
below, to be effective January 1st,
2009.
By XXXXX
XXXXXX Jan.
22, 2009
Name:
Xxxxx
Xxxxxx Date
Title:
Chairman and Director
By XXXXXX
XXXXXX Jan.
22, 2009
Name:
Xxxxxx
Xxxxxx Date
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