EXHIBIT 10.17
Form of Agreement
Xxxxxxx Xxxxxxxxxx
October 15, 2005
Xxxxxxx Sporns
CEO
HQ Sustainable Maritime Industries, Inc.
0000 Xxxxx-Xxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxx,
Xxxxxx
X0X 0X0
Dear Mr. Sporns,
This Agreement, dated as of October 15, 2005 is entered into by and between HQ
Sustainable Maritime Industries, Inc. ("The Company") with offices located at
0000 Xxxxx-Xxxxxxxx Xxxxx 000 Xxxxxxxx, Xxxxxx Xxxxxx X0X 0X0 and Xxxxxxx
Xxxxxxxxxx . (the "Consultant").
RECITALS
Whereas, the Consultant has experience in the investment banking and financial
services business, investor relations, public relations and corporate
development activities,
Whereas, the Consultant desires to provide the financial advisory services (the
"Services") set forth in Section 3 hereof to the Company and the Company desires
to retain the consultant to provide the Services to the Company.
NOW THEREFORE, in consideration of the premises and the mutual convenants and
agreement hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Retention. The Company hereby retains the Consultant, and the Consultant
agrees to be retained by the Company, to perform the Services as a Consultant to
the Company on the terms and conditions set forth herein. The parties agree that
the Consultant shall be retained by the Company as an independent contractor on
a consulting basis and not as an employee of the Company.
2. Term. The term of this Agreement shall commence on the date hereof and shall
end on December 31, 2006, unless terminated earlier pursuant to Section 6
hereof.
3. Duties of Consultant. During the term of this Agreement Consultant shall
provide the Company with such regular and customary consulting advice as is
reasonably requested by the Company, within the scope of the services enumerated
below. It is understood and acknowledged by the parties that the value of
Consultant's advice is not readily quantifiable, and that Consultant shall be
obligated to render advice upon the request of the Company, in good faith, but
not be obligated to spend any specific amount of time in so doing. In addition
the annexed document describing the "China Program" will be considered the core
essential services to be provided.
4. Compensation. In consideration for the services rendered by Consultant to the
Company pursuant to this Agreement, the Company shall pay to the Consultant
$3,000.00 upon the signing of this agreement (October 15th thru November 30th),
and $2,000.00 by the tenth of December and for each successive month during the
term of this Agreement. This fee will include all regular, ongoing routine out
of pocket expenses, including communications,(except press releases) mailings,
fax broadcasts, etc. Unusual special requests would be, approved in advance, and
paid for by the company i.e. trip to China. The company agrees to issue freely
tradable shares in accordance with attached annexed schedule.
5. Confidentiality. Consultant acknowledges that as a consequence of its
relationship with the Company, it has been and will continue to be given access
to ideas, trade secrets, methods, customer information, business plans and other
confidential and proprietary information of the Company (collectively,
"Confidential Information"). Consultant agrees that it shall maintain in
confidence, and shall not disclose directly or indirectly, to any third parties
or use for any purposes (other than the performance hereof), any Confidential
Information for the term of this Agreement and a period of seven years
thereafter, unless previously approved by the Company in writing. The parties
hereto agree that irreparable damage would occur in the event that any of the
provisions of this Section 5 are not performed by the Consultant in accordance
with their specific terms or are otherwise breached by the Consultant. It is
accordingly agreed that the Company shall be entitled to an injunction or
injunctions to prevent breaches of this section 5 and to enforce specifically
the terms and provisions hereof in any court of the United States or any State
having jurisdiction in addition to any other remedy to which they are entitled
at law or in equity.
6. Termination: This agreement shall terminate upon the earlier of:
i) Expiration of the term of the agreement; or
ii) Thirty (30) days written notice by either party
7. Compliance with Law. The Consultant agrees that in performing this Agreement
that the Consultant shall comply with the applicable provisions of the
Securities Act of 1933, as amended. The applicable rules and regulations of the
National Association of Securities Dealers, Inc. and any other applicable
federal, state or foreign laws, rules and regulations.
8. Indemnity. The Consultant shall indemnify the Company, its directors,
officers, stockholders, representatives, agents and affiliates (collectively,
the "Affiliated Parties") from and against any and all losses, damages, fines,
fees, penalties, deficiencies, expenses, including expenses of investigation,
court costs and fees and expenses of attorneys, which the Company of its
Affiliated Parties may sustain at any time resulting from, arising out of or
relating to the breach or failure to comply with any of the covenants or
agreements of the Consultant or its Affiliated Parties contained in this
Agreement.
9. Notices. Notices, other communications or deliveries required or permitted
under this Agreement shall be in writing delivered by hand against receipt,
certified mail return receipt, or reputable overnight courier to the addresses
set forth below or to such address as a party may designate in accordance with
this paragraph and shall be effective upon the earlier of:
I) actual receipt
ii)three (3) calendar days if sent by certified mail; or one (1) day if sent by
overnight courier.
A. To the Company at: 0000 Xxxxx-Xxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Att: Xxxxxxx Sporns
CEO/President
B. To the Consultant at:
000 Xxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx, XX 00000
10. Applicable Law. This agreement shall be governed by the internal laws of the
State of New York without regard to its conflict of law provisions.
If the foregoing sets forth your understanding of our agreement, kindly
indicated your agreement by signing on the space provided below.
Very truly yours
By:________________________
Xxxxxxx Xxxxxxxxxx
Agreed and Accepted by:
By: _____________________
Name: Xxxxxxx Sporns, CEO
