Exhibit 10.5
CONSULTING SERVICES PLAN OF AGREEMENT
This Agreement ("Agreement") is entered into January 2, 2008, by and
between SUSTAINABLE POWER CORP., a Nevada corporation (hereinafter referred to
as "Corporation") and BERKSHIRE CAPITAL MANAGEMENT CO., INC. (hereinafter
referred to as "Consultant").
In consideration of the mutual promises of the parties and other good and
valuable consideration, the parties hereby agree as follows:
1. Services. Consultant is rendering services for the initial formulation,
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planning, development and recommendations of organizational resource
requirements necessary for the Corporation's direction and planned growth into
new marketplaces. The Consultant will provide bona-fide services to the Company
which are not in relation to the offer or sale of securities in a
capital-raising transaction, and which have not either directly or indirectly
promoted or maintained a market for the Company's securities, if such market
exists. Consultant shall devote such time, attention and energies as required.
2. Compensation. For such services, the Corporation shall compensate
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Consultant as follows: Payment of TWENTY MILLION (20,000,000) shares of
restricted common stock to Consultant to be registered on Form 144 pursuant to
Rule 144 under the Securities Act of 1933, as amended. The shares rendered as
payment are deemed to be earned by the Consultant and forthcoming by the
Corporation immediately upon the execution of this Agreement, which, for
clarification purposes, January 2, 2008 shall be the date when shares are
validly issued and considered fully paid and non-assessable. Further, the
Corporation acknowledges and waives all rights to contest the issuance of shares
at any point after the execution of this Agreement by the parties hereto.
3. Relationshipof the Parties. The parties intend that the Relationship
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between them created under this Agreement is that of independent contractor and
not as a partner, agent, or an employee, nor shall either party have any
authority to bind the other. Consultant as an independent contractor may engage
in other business activities provided, however, that Consultant shall not during
the term of this Agreement solicit Company's employees or accounts on behalf of
Consultant or another entity.
4. Term. The term of this Agreement shall commence on January 2, 2008 and
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shall terminate on June 2, 2008.
5. Rightof Payment. If Consultant becomes unable to perform services
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pursuant to this Agreement by reason of illness, incapacity or death,
compensation shall cease upon the happening of the event. Otherwise, the shares
rendered as payment are deemed to be earned by the Consultant and forthcoming by
the Corporation immediately upon the execution of this Agreement. Further, the
Corporation acknowledges and waives all rights to contest the issuance of shares
at any point after the execution of this Agreement by the parties hereto.
6. Non-Assignability of Services. Neither party may assign this Agreement
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without the express written consent of the other party.
7. Legal Representation. The Company acknowledges that it has been
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represented by independent legal counsel in the preparation of this Agreement.
Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
8. Attorney's Fee. If any legal action or any arbitration or other
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proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.
9. Waiver. The waiver by either party of a breach of any provision of this
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Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by such other party.
10. Notices. All notices, requests, and other communications hereunder shall
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be deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to
the other party at the address as set forth herein below:
To the Company: To the Consultant:
Sustainable Power Corp. Berkshire Capital Management Co., Inc.
Xxxx Xxxxxx, Chairman & CEO ATTN: Xxxxxx Xxxxx, President
0000 Xxxxxxx 00 Xxxxx 000 Xxxxx Xxxxxx Xx., #000
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
11. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed
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by, construed and enforced in accordance with the laws of the State of Texas.
The parties agree that Xxxxxx County, Texas will be the venue of any dispute and
will have jurisdiction over all parties.
12. Complete Agreement. It is agreed between the parties that there are no
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other agreements or understandings between them relating to the subject matter
of this Agreement. This Agreement supersedes all prior agreements, oral or
written, between the parties and is intended as a complete and exclusive
statement of the agreement between the parties. No change or modification of
this Agreement shall be valid unless the same be in writing and signed by the
parties.
INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to
be executed as of the date first above written.
CORPORATION: SUSTAINABLE POWER CORP.
By \s\ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chairman and CEO
CONSULTANT: BERKSHIRE CAPITAL MANAGEMENT CO., INC.
By \s\ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President
