EXHIBIT 10.1
SERVICE CONTRACT
BY AND BETWEEN
XXXXX XXXXXXXX & ASSOCIATES LLC
AND
ENVIRONMENTAL TECTONICS CORPORATION (ETC)
1. KNOW ALL PERSONS BY THESE PRESENTS THAT Xxxxx Xxxxxxxx and
Associates, LLC, a corporation duly organized under the laws of the State of
Alabama, and doing business as Xxxxx Xxxxxxxx & Associates LLC, (hereinafter
"SC&A") with its principal place of business at 000-X Xxxxxx Xxxx, Xxxxxx,
Xxxxxxx 00000 does contract with Environmental Tectonics Corporation ("ETC"),
hereinafter referred to as (the "Client"), whose principal address is 000 Xxxxx
Xxx, Xxxxxxxxxxx, XX 00000-0000 to provide government relations services for the
period commencing August 1, 2005 and ending July 31, 2007, to advise and assist
the Client in seeking federal support, appropriations and advice concerning the
following issues:
In its government relations capacity, SC&A shall make its best
effort to advise and assist the client in connection with its
objectives to xxxxxx continued and stronger congressional,
military and other administrative support for the client's
Advanced Tactical Flight Simulator based centrifuge and Upset
Recovery Training projects.
2. The consideration for these government relations services shall be
the payment of Five Thousand Dollars ($5,000) plus shares of registered common
stock in Environmental Tectonics Corporation (ETC) valued at nine thousand
dollars ($9,000) per month for the period beginning August 1, 2005 and ending
July 31, 2007, plus out-of-pocket expenses. The stock portion of such payment
shall be recalculated each month and shall be established by averaging the share
values of the publicly traded shares on the listed exchange for the last five
(5) trading days of the preceding month. There shall be no restrictions placed
on the common stock shares transferred as part of this Service Contract. A
statement of out-of-pocket expenses shall be made to the client SC&A at the end
of each month for expenses incurred during the preceding month. Such
out-of-pocket expenses for travel related expenses, as approved by Client, and
other direct charges, including business meals, conference calls,
transportation, faxes, telephone calls, copies and postage will be billed at
cost.
3. The SC&A role is limited to that of advisor, strategist and
facilitator (where appropriate), and SC&A is not responsible for developing
technical data, reports, documents, studies and analyses, and other substantive
materials, or for public relations or media activities, all of which are
entirely the responsibility of the Client.
4. Payment to SC&A by the client shall be made in advance monthly
payments beginning August 1, 2005 and ending July 31, 2007; payable within
thirty days of the first day of each month commencing on August 1, 2005. The
stock portion of said payment shall be established as set out in Paragraph 2
herein.
5. Federal appropriate funds may not be used to pay for any services
provided or expenses incurred under this Service Contract.
6. All fees to SC&A for services and expenses will be due and payable
on the dates specified herein. All balances not paid on the due dates specified
herein will bear interest at the rate of one percent (1%) per month until paid.
Client agrees to be solely responsible for any costs of collection, including
attorney fees incurred by SC&A resulting from late/nonpayment of fees and/or
expenses.
7. Neither party shall assign any of its rights or delegate any of its
duties or obligations under this Service Contract without the express written
consent of the other party.
8. Any dispute arising under this Service Contract shall be resolved by
arbitration before any recognized arbitration forum. The parties agree to follow
the rules and guidelines established with the American Arbitration Association
with the hearing to be conducted in Washington, DC. Each party acknowledges this
Service Contract affects interstate commerce and hereby waves any and all rights
to a Court hearing or jury determination of any dispute.
9. This Service Contract may be executed in two or more counterparts,
each of which shall be deemed an original and all of which shall constitute and
be taken as one of the same instrument.
10. This Service Contract contains the entire understanding between the
parties. It may be changed only by written agreement signed by both parties.
In witness where, the authorized representative of Xxxxx Xxxxxxxx &
Associates LLC, and Environmental Tectonics Corporation, (ETC), do hereby
execute this Service Contract.
_________ Xxxxx Xxxxxxxx & Associates LLC (SCA)
Date
By: /s/ H. L. Xxxxx Xxxxxxxx
------------------------
Printed: H.L. "Xxxxx" Xxxxxxxx
Title: President
