EXHIBIT 10.4
Consulting Services Agreement
This Consulting Services Agreement (the "Agreement") is entered this 28th day of
September 2006 by and between
ABM
[address]
("Consultant"), and
PACIFIC FUEL CELL CORPORATION
Suite 100
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
XXX
(Client), a US corporation, (ticker symbol: PFCE:OTCBB ), with reference to the
following:
RECITALS
A. The Client desires to be assured of the services of the Consultant in
order to avail itself of the Consultant's experience, skills, knowledge,
abilities and background in the fields of manufacturing, financial PR and
business development. The Client is therefore willing to engage the Consultant
upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client upon the
terms and conditions set forth herein.
1
Initials:_______
07/02/06
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive basis,
and Consultant hereby accepts the engagement to become a consultant to the
Client and to render such advice, consultation, information and services to the
Client regarding general financial and business matters including, but not
limited to:
|X| Manufacturing, financial PR and Business Development
* It shall be expressly understood that Consultant shall have no power to bind
Client to any contract or obligation or to transact any business in Client's
name or on behalf of Client in any manner.
2. Term. The term of this Agreement ("Term") shall commence on the date
hereof and continue for one (1) year. The Agreement may be extended upon
agreement by both parties, unless or until the Agreement is terminated. Either
Party may cancel this Agreement on 30 days notice, at which time no further
obligations will be due from either Party.
3. Engagement Fee. As consideration for Consultant entering into this
Agreement, Client and Consultant agree to the following:
An Engagement Fee ("Engagement Fee") 200,000 (two hundred thousand) shares
of the Client's restricted common stock.
4. Exclusivity; Performance; Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such time
as is necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client, shall
not be, directly or indirectly, disclosed without the prior express written
consent of the Client, unless and until such information is otherwise known to
the public generally or is not otherwise secret and confidential. All such
confidential information provided to Consultant by Client shall be clearly and
conspicuously marked with the word "Confidential." Consultant may disclose
Client's confidential information pursuant to applicable law or regulations or
by operation of law, provided that the Consultant may disclose only such
information as is legally required.
5. Independent Contractor. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of Client, except as to the
2
Initials:_______
07/02/06
results of the work and as otherwise requested. Client acknowledges that nothing
in this Agreement shall be construed to require Consultant to provide services
to Client at any specific time, or in any specific place or manner, unless
otherwise mutually agreed. Payments to consultant hereunder shall not be subject
to withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
6. Miscellaneous. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements or negotiations.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date first written above.
ABM
[address]
Signed: s/Xxxxx X. Xxxxx
-----------------------------
Xx. Xxxxx X. Xxxxx
President
PACIFIC FUEL CELL CORPORATION
Suite 100
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
XXX
Signed: s/Xxxxxx Suzuki
-----------------------------
Xx. Xxxxxx Suzuki
President
