POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 May 29, 2007
Exhibit
10.10
POWER
OF THE DREAM VENTURES, INC.
1095
Budapest
Soroksari
ut 00-00
Xxxxxxx
Tel: x00-0-000-0000
Fax:
x00-0-000-0000
May
29,
2007
CONFIDENTIAL
Xx.
Xxxxx
Kolossvary
8000
Szekesfehervar
Xxxxxxx
u. 6. 1/4
Hungary
Dear
Mr.
Kolossvary:
This
letter (this “Agreement”)
constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware
corporation and Xx. Xxxxx Kolossvary (“Consultant” or “GK”) pursuant to which GK
will serve as a business consultant to the Company with respect to its business
matters. The terms of this Agreement are as follows:
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A.
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Services. At
the Company’s request, GK shall provide specific business consulting
services including, but not limited to the
following:
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1.
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assistance
with testing approval(s) of the Company’s RiverPower initiative within
Hungary and internationally, when
appropriate;
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2.
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assistance
with the development of a testing and evaluation protocol to conform
with
Hungarian water management regulations of the Company’s RiverPower;
and
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3.
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general
business development services as it relates to the Company’s RiverPower
initiate based on GK’s twenty years of industry experience, as illustrated
by GK’s curriculum vitae as attached in Annex
B
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Xx.
Xxxxx
Kolossvary
May
29,
2007
Page
2
B. Fees
and Expenses. In connection with the
services described in Section A above, the Company shall issue to GK a one-time
payment of one hundred thousand (100,000) shares of the Company’s common stock,
$.0001 par value per share upon the execution hereof, in consideration of
securing his commitment to the Company for the term herein provided. In
addition, the Company hereby agrees, from time to time upon request, to
reimburse GK for all reasonable travel and other out-of-pocket expenses incurred
in connection with GK’s engagement hereunder; provided,
however, that each individual
expense in excess of
Five Hundred and 00/100 Dollars ($500.00) shall require the prior written
approval of the Company and, in any event, cumulative expenses of GK hereunder
shall not exceed two thousand and 00/100 Dollars
($2,000.00).
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D.
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Term
of Engagement. Except as set forth below,
the initial term of GK’s engagement will begin on the date hereof and end
twelve (12) months from the date hereof. Either party may
terminate GK’s engagement before the end of the initial term hereto at any
time, with or without cause, upon ten (10) days’ prior written notice to
the other party. Notwithstanding any such termination, the
provisions in this Agreement regarding Fees and Expenses, Use of
Information, Indemnity, Arbitration of Disputes and Confidentiality
shall
survive and remain in full force and effect and be binding on any
successors of the Company. GK acknowledges that all materials produced
by
GK as part of this agreement become the exclusive property of the
Company
and that GK may not use any of said materials without the express
written
consent of the Company.
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E.
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Use
of Information. The Company will furnish GK
such information as GK reasonably requests in connection with the
performance of his services hereunder. The Company understands,
acknowledges and agrees that, in performing his services hereunder,
GK
will use and rely entirely upon such information as is provided by
the
Company as well as publicly available information regarding the Company
and that GK does not assume responsibility for independent verification
of
the accuracy or completeness of any information, whether publicly
available or otherwise furnished to GK, concerning the Company including,
without limitation, any technical information, engineering data or
prototype plans considered by GK in connection with the provision
of his
services. Accordingly, GK shall be entitled to assume and rely
upon the accuracy and completeness of all such information and shall
not
be required to conduct a physical inspection of any of the properties
or
assets or to prepare or obtain any independent evaluation or appraisal
of
any of the assets or liabilities of the Company. With respect to
any
technical data made available to GK by the Company and used by GK
in his
work, GK shall be entitled to assume that such technical drawings
have
been reasonably prepared and reflect the best currently available
information of the management of the Company as to the matters covered
thereby. If any information provided to GK by the Company
becomes inaccurate, incomplete or misleading in any material respect
during GK’s engagement hereunder, the Company shall so advise
GK.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
Page
3|
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F.
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Confidentiality.
GK agrees to keep confidential during the term, and for
24 months
after any termination of this Agreement, all material nonpublic
information provided to it by the Company, except as required by
law,
pursuant to an order of a court of competent jurisdiction or the
request
of a regulatory authority having jurisdiction over GK, or as contemplated
by the terms of this Agreement. Notwithstanding anything to the contrary
herein, GK may disclose nonpublic information to his affiliates,
agents
and advisors whenever GK determines that such disclosure is necessary
to
provide the services contemplated
hereunder.
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G.
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Indemnity.
GK and the Company agree to the provisions with respect
to
indemnification by the Company of GK and certain other parties as
set
forth on Annex A attached
hereto.
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H.
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Limitation
of GK’s Engagement by the Company. The
Company acknowledges that GK has been retained only by the Company,
that
GK is providing services hereunder as an independent expert of water
management (and not in any fiduciary or agency capacity), and that
the
Company’s engagement of GK is not deemed to be on behalf of, and is not
intended to confer rights upon, any shareholder, owner or partner
of the
Company or any other person not a party hereto as against GK. Unless
otherwise expressly agreed in writing by GK, no one other than the
Company
is authorized to rely upon this engagement or any other statements
or
conduct of GK, and no one other than the Company is intended to be
a
beneficiary of this Agreement. The Company acknowledges that
any recommendations or advice, written or oral, given by GK to the
Company
in connection with GK’s engagement are intended solely for the benefit and
use of the Company’s management and directors, and any such
recommendations or advice are not on behalf of, and shall not confer
any
rights or remedies upon, any other person or be used or relied upon
for
any other purpose.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
Page
4
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I.
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Limitation
on GK’s Liability to the Company. GK and the
Company further agree that GK shall have no liability to the Company,
its
security holders or creditors, or any person asserting claims on
behalf of
or in the right of the Company (whether direct or indirect, in contract,
tort, for an act of negligence or otherwise) for any losses, fees,
damages, liabilities, costs, expenses or equitable relief arising
out of
or relating to this Agreement or the services to be rendered hereunder,
except for losses, fees, damages, liabilities, costs or expenses
that
arise out of or are based on any action of or failure to act by GK
and
that are finally determined (by a court of competent jurisdiction
and
after exhausting all appeals or in an arbitration conducted in accordance
with this Agreement) to have resulted solely from the gross negligence
or
willful misconduct of GK.
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J.
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Governing
Law. This Agreement shall be governed
by and
construed in accordance with the laws of the State of New
York.
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K.
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Arbitration
of Disputes. Except as provided below, any
claim or controversy arising out of or relating to this Agreement,
or the
breach thereof, shall be settled by arbitration in accordance with
the
Commercial Arbitration Rules of the American Arbitration Association,
and
judgment on the award rendered by the arbitrator(s) may be entered
in any
court having jurisdiction thereof. The arbitration of any such claim
or
controversy shall take place in New York,
NY.
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L.
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Miscellaneous.
This Agreement shall not be modified or amended except in
writing
signed by GK and the Company. This Agreement shall not be
assigned without the prior written consent of GK and the
Company. This Agreement constitutes the entire agreement of GK
and the Company with respect to the subject matter hereof and supersedes
all prior agreements. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such
determination shall not affect such provision in any other respect,
and
the remainder of the Agreement shall remain in full force and
effect. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same
instrument.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
Page
5
In
acknowledgment that the foregoing correctly sets forth the understanding reached
by GK and the Company, please sign in the space provided below, whereupon this
letter shall constitute a binding Agreement as of the date indicated
below.
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Sincerely,
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POWER
OF THE DREAM VENTURES, INC.
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By
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/s/
Viktor Rozsnyay
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Name:
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Viktor
Rozsnyay, President
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ACCEPTD
AND AGREED THIS
29
DAY OF
MAY, 2007:
CONSULTANT:
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/s/
Gabor Kolossvary
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Name:
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Gabor
Kolossvary
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Xx.
Xxxxx
Kolossvary
May
29,
2007
Page
6
ANNEX
A
In
connection with GK’s engagement to
advise and to assist the Company pursuant to the Agreement dated May 29 2007
to
which this Annex A is attached, the Company agrees to indemnify and to hold
harmless GK (hereinafter referred to as an “Indemnified Party”), to the full
extent allowed by law or equity, from and against any and all judgments, losses,
claims (whether or not valid), damages, costs, fees, expenses or liabilities,
joint or several, to which an Indemnified Party may become subject, related
to
or arising out of GK’s engagement or performance under the Agreement, the
transaction contemplated thereby, the services rendered by GK under the
Agreement, or any actual or threatened claim, litigation, investigation,
proceeding or action in any court of before any regulatory, administrative
or
other body relating to any of the foregoing (hereinafter referred to
collectively as a “Claim”), and shall, upon request, reimburse an Indemnified
Party for all legal and other costs, fees and expenses as they are incurred
in
connection with investigating, preparing or defending a Claim, whether or not
such Indemnified Party is ever made party to any legal proceedings;
provided, however, that no such indemnification
shall be required to be paid to an Indemnified Party with respect to a Claim
that is finally determined by a court of competent jurisdiction (after
exhaustion of all appeals) or in an arbitration conducted in accordance with
this Agreement to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party.
In
the event that the foregoing
indemnity is unavailable or insufficient for any reason (other than by reason
of
the terms hereof) to hold any Indemnified Party harmless, then the Company
shall
contribute to any amounts paid or payable by an Indemnified Party in such
proportion as appropriately reflects the relative benefits received by such
Indemnified Party and to the Company in connection with the matters to which
the
Claim relates. If an allocation solely on the basis of benefits is
judicially determined to be impermissible, then the Company shall contribute
in
such proportion as appropriately reflects the relative benefits and relative
fault of the Company and such Indemnified Party, as well as any other equitable
considerations. In no event shall the Company contribute less than
the amount necessary to ensure that the aggregate liability of GK for
contribution pursuant to this paragraph in connection with all Claims do not
exceed the amount of fees actually received by GK under the
Agreement. For purposes hereof, relative benefits to the Company and
GK shall be deemed to be in the same proportion that the total value received
or
contemplated to be received by the Company and/or its security holders bears
to
the fees paid to GK under the Agreement, and other relative fault of each
indemnified party an the Company shall be determined by reference to, among
other things, whether the actions and omissions to act were by such Indemnified
Party or the Company and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such action or
omission.
All
amounts due to an Indemnified Party
hereunder shall be payable by the Company promptly upon request by such
Indemnified Party. In addition, the Company agrees to pay all costs
and expenses (including attorneys’ fees) incurred by an Indemnified Party to
enforce the terms of this Annex A.
Xx.
Xxxxx
Kolossvary
May
29,
2007
Page
7
The
Company agrees not to enter into
any waiver, release or settlement of any Claim (whether or not GK is a formal
party to such Claim) in respect of which indemnification may be sought hereunder
without the prior written consent of GK (which consent will not be unreasonably
withheld), unless such waiver, release or settlement includes an unconditional
release of GK from all liability arising out of such claim.
The
provisions of this Annex A shall be
in addition to any liability which the Company may otherwise have to GK; shall
not be limited by any rights that GK may otherwise have; shall remain in full
force and effect regardless of any termination of GK’s engagement; and shall be
binding upon any successors or assigns of GK and the Company.
