EXHIBIT 10.10
TECHNOLOGY ADVISORY BOARD
SERVICES AGREEMENT
This Technology Advisory Services Agreement ("Agreement") is entered into as of
Effective Date OCTOBER 1, 2004
by and between ENERGY GENERATION INC.
("Advisor").
Located at 000 X. Xxxxxxxx, Xxx. 000
Xxxxxxx, XX 00000
And GRIDLINE COMMUNICATIONS CORP.
00000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000.
PURPOSE OF THIS AGREEMENT
Gridline Communications Corp. provides broadband over powerline applications and
value-added services, and professional services related to the integration of
certain "power grid backbone" on-line network functions, including without
limitation, other broadband Internet functions.
Technology Advisory Board Member, herein known as Advisor, desires to provide
advice, contacts, and other relevant strategic input needed to enhance the
company's short-term objectives, and long-term goal.
GRIDLINE COMMUNICATIONS CORP. AND ADVISOR AGREE AS FOLLOWS:
1. SERVICES TO BE PERFORMED AND COMPENSATION
Gridline Communications Corp. will provide employees or consultants
("Gridline Communications Corp. Staff") to perform services at Advisor's
discretion on projects as mutually agreed to in writing by Gridline
Communications Corp. and Advisor.
The Project Coordinator for Advisor shall be Xxxxxxx X. Xxxxxxxxxx, its
President. All activities of Gridline Communications Corp. Staff shall be
coordinated with the Project Coordinator.
Advisor is responsible for making the necessary contacts, acting as
facilitator in order to enable discussions for potential services to be
rendered by Gridline Communications Corp., with potential utility
companies, ISPs, Incumbent Local Exchange Carriers (ILECs), Home Appliance
Equipment Manufacturers, either in partnership or as a service provider,
etc. Advisor may also provide role to fill in manpower gap currently being
experienced by Gridline, in its present start-up mode. In the event,
additional manpower is required, Advisor shall negotiate with
Gridline on a project specific basis for per hourly remunerations subject
to Section 4 requirements of this agreement.
For services rendered, the member Advisor will receive 1,000,000 shares,
(either as an individual, or as a corporate entity), of Gridline's
founder's company stock at par value, which the Advisor will pay a
subscription fee of $100.00 as part of paid-in capital. Advisor shall
receive the shares at execution of this agreement.
2. TERM
The term of this Agreement shall commence on the Effective Date, and
continue for two years.
3. TERMINATION
This Agreement may be terminated by either party upon 30 days written
notice if the other party breaches any material term or condition of the
Agreement and such breach remains uncorrected for fifteen (15) days
following written notice from the non-breaching party specifying the
breach; the business of the other party terminates; enters into voluntary
or involuntary bankruptcy proceedings or similar proceedings under state
law; or becomes insolvent or makes any assignment for the benefit of
creditors.
4. CHANGE OF SCOPE
At any time during the term of this Agreement, should Advisor desire to
provide Gridline Communications Corp. with any additional services in the
form of a modification of or a change to the Services, Gridline
Communications Corp. and Advisor shall comply with the following:
SUBMISSION OF REQUEST. Advisor shall submit to Gridline Communications
Corp. in writing all requests by Advisor for any such additional services
that alter, amend, enhance, add to, or delete from the Services and/or
time and/or place of performance (hereinafter referred to as
"Modification/Change Request" or "Request").
ACKNOWLEDGMENT PROCEDURE. Gridline Communications Corp. will evaluate such
Modification/Change Request as soon as possible but not later than three
(3) working days following Gridline Communications Corp.'s receipt of the
Request. Gridline Communications Corp.'s written response shall include
the impact, if any, on the duration. Gridline Communications Corp. in its
sole discretion may refuse to accept the Modification/Change Request. Such
changes will be such that it will enhance the company's position in
meeting its stated objectives, goal and interest.
5. NON-EXCLUSIVE COMPETE; CONFIDENTIALITY
5.1 NON-COMPETE. This Agreement is non-compete. This means that the
Advisor or his agents/representatives shall not, in any fashion
participate or engage in any activity or other business competitive with
the Company's business.
5.2 CONFIDENTIALITY. Each party agrees to afford the other party's
Proprietary Information the same degree of protection against unauthorized
use or disclosure as each party normally provides for its own proprietary
information (which protection shall not in any case be less than
reasonable), provided that each party's obligations hereunder shall not
apply to information which (i) is known to the receiving party at the time
of disclosure by the disclosing party; (ii) is now or hereafter in the
public domain through no fault of the receiving party; (iii) is developed
independently by the receiving party; (iv) is generally known or available
through third parties without restriction; and (v) is inadvertently
disclosed by the receiving party despite the same and reasonable degree of
protection against unauthorized use or disclosure which the receiving
party normally provides for its own proprietary information. The term
"Proprietary Information" shall mean documented information that at the
time of its disclosure to the receiving party is identified as Proprietary
by an appropriate stamp or legend. For purposes of this Agreement, orally
disclosed information shall not be considered proprietary.
6. OWNERSHIP OF INTELLECTUAL PROPERTY
6.1 All right, title and interest in and to any pre-existing
copyrightable works and trademarks of Advisor will remain the property of
Advisor.
6.2 Advisor agrees that any and all ideas, concepts, or other
intellectual rights and property containing in any way the techniques,
knowledge or processes of the Gridline Communications Corp. services or
Gridline Communications Corp. products provided under this Agreement and
other related Gridline Communications Corp. agreements, whether or not
developed for Advisors contacts, will remain the property of Gridline with
sole and exclusive right, title and ownership in and to the said
technology. This section shall survive any termination of this Agreement.
7. INDEMNIFICATION FOR ADVISOR
Gridline agrees to hold harmless the Advisor for any claims, (including
reasonable attorney's fees and costs) for any third party claims that said
materials (whether or not incorporated into the Project or used by
Gridline Communications Corp.) infringed upon the copyrights, trademarks,
trade dress, publicity rights, privacy rights and other rights of others
or are in violation of law.
8. FORCE MAJEURE
Advisor shall not be liable to Gridline failure or delay caused by events
beyond Gridline Communications Corp.'s or Advisor's control, including,
without limitation, failure to furnish necessary information; sabotage;
failure or delays in transportation or communication; failures or
substitutions of equipment; labor disputes; accidents; shortages of labor,
fuel, raw materials or equipment; or technical failures.
9. GENERAL
GOVERNING LAW. This Agreement shall be governed and interpreted by the
laws of the State of Texas excluding its conflict of laws provisions. The
parties agree that any action brought for any dispute between the parties
relating to this Agreement shall be resolved through arbitration.
SEVERABILITY; WAIVER. If any provision of this Agreement is held to be
invalid or unenforceable for any reason, the remaining provisions will
continue in full force without being impaired or invalidated in any way.
The parties agree to replace any invalid provision with a valid provision
which most closely approximates the intent and economic effect of the
invalid provision.
HEADINGS. Headings used in this Agreement are for reference purposes only
and in no way define, limit, construe or describe the scope or extent of
such section or in any way affect this Agreement.
SUCCESSORS & ASSIGNS. Except as provided herein, this Agreement may not be
assigned or otherwise transferred without the prior written consent of the
non-transferring party. In the case of any assignment or transfer which
may be permitted under this Agreement, this Agreement or the relevant
provisions thereof shall be binding upon, and inure to the benefit of, the
successors, executors, heirs, representatives, administrators and assigns
of the parties hereto.
INDEPENDENT CONTRACTORS. The parties to this Agreement are independent
contractors, and no agency, partnership, joint venture or employee
employer relationship is intended or created by this Agreement. Neither
party shall have the power to obligate or bind the other party. Personnel
supplied by Gridline Communications Corp. shall work exclusively for
Gridline Communications Corp. and shall not, for any purpose, be
considered employees or agents of the Advisor. Gridline Communications
Corp. assumes full responsibility for the acts of such personnel while
performing services hereunder and shall be solely responsible for their
supervision, direction and control, compensation, benefits and taxes.
NOTICE. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified above or at such other address
as the party shall specify in writing. Such notice shall be deemed given:
upon personal delivery; if sent by telephone facsimile, upon confirmation
of receipt; if sent by electronic mail, upon confirmation of receipt; or
if sent by certified or registered mail, postage prepaid, five (5) days
after the date of mailing.
COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall be taken
together and deemed to be one instrument.
UNDERSTOOD, AGREED & APPROVED
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the
Effective Date first written above.
Gridline Communications Corp. Technology Advisory Board Member:
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
Title: President and CEO Title: President
------------------------------- ----------------------
