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
10.12
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.
Xxxxxxx Xxxxxx
14
high
street, May Xxxx,
Xxxxxxxxx,
Xxxxxx, Xxxxxxx
XX0
0XX
Dear
Xx.
Xxxxxx:
This
letter (this “Agreement”)
constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware
corporation and Xx. Xxxxxxx Xxxxxx (“Consultant” or “CM”) pursuant to which CM
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, CM shall provide general business consulting
services including, but not limited to the
following:
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1.
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assistance
in visualizing, via computer generated imagery, inventions being
developed
by the Company, with a special emphasis on
RiverPower;
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2.
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assistance
in visualizing, via computer generated animations, inventions
being developed by the Company, with a special emphasis on
RiverPower; and
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3.
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general
computer aided design, engineering, website illustration, website
development and promotional materials
creation
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Xx.
Xxxxxxx
Xxxxxx
May
29,
2007
Page
2
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B.
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Fees
and Expenses. In connection with
the services described in Section A above, the Company shall issue
to CM a
one-time payment of seventy five thousand (75,000) 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 CM for all reasonable travel and other
out-of-pocket expenses incurred in connection with CM’s engagement
hereunder; provided, however,
that each individual expense in excess of Two Hundred Fifty
and
00/100 Dollars ($250.00) shall require the prior written approval
of the
Company and, in any event, cumulative expenses of CM 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 CM’s engagement will begin on the date hereof and end
twelve (12) months from the date hereof. Either party may
terminate CM’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. CM acknowledges that all materials produced
as
part of this agreement become the exclusive property of the Company
and
that CM 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 CM
such information as CM reasonably requests in connection with the
performance of his services hereunder. The Company understands,
acknowledges and agrees that, in performing his services hereunder,
CM
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 CM does not assume responsibility for independent verification
of
the accuracy or completeness of any information, whether publicly
available or otherwise furnished to CM, concerning the Company including,
without limitation, any technical information, engineering data or
prototype plans considered by CM in connection with the provision
of his
services. Accordingly, CM 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 CM by the Company and used by CM
in his
work, CM 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 CM by the Company
becomes inaccurate, incomplete or misleading in any material respect
during CM’s engagement hereunder, the Company shall so advise
CM.
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Xx.
Xxxxxxx
Xxxxxx
May
29,
2007
Page
3
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F.
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Confidentiality.
CM 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 CM, or as contemplated
by the terms of this Agreement. Notwithstanding anything to the
contrary herein, CM may disclose nonpublic information to his affiliates,
agents and advisors whenever CM determines that such disclosure is
necessary to provide the services contemplated
hereunder.
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G.
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Indemnity.
CM and the Company agree to the provisions with respect
to
indemnification by the Company of CM and certain other parties as
set
forth on Annex A attached
hereto.
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H.
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Limitation
of CM’s Engagement by the Company. The
Company acknowledges that CM has been retained only by the Company,
that
CM is providing services hereunder as an independent contractor (and
not
in any fiduciary or agency capacity), and that the Company’s engagement of
CM 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 CM. Unless otherwise expressly
agreed in writing by CM, no one other than the Company is authorized
to
rely upon this engagement or any other statements or conduct of CM,
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 CM to the Company in connection
with
CM’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.
Xxxxxxx
Xxxxxx
May
29,
2007
Page
4
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I.
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Limitation
on CM’s Liability to the Company. CM and the
Company further agree that CM 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 CM
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 CM.
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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 CM and the Company. This Agreement shall not be
assigned without the prior written consent of CM and the
Company. This Agreement constitutes the entire agreement of CM
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.
Xxxxxxx
Xxxxxx
May
29,
2007
Page
5
In
acknowledgment that the foregoing correctly sets forth the understanding reached
by CM 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: | /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/
Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx
Xxxxxx
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Xx.
Xxxxxxx
Xxxxxx
May
29,
2007
Page
6
ANNEX
A
In
connection with CM’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 CM (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 CM’s engagement or performance under the Agreement, the
transaction contemplated thereby, the services rendered by CM 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 CM for
contribution pursuant to this paragraph in connection with all Claims do not
exceed the amount of fees actually received by CM under the
Agreement. For purposes hereof, relative benefits to the Company and
CM 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 CM 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.
Xxxxxxx
Xxxxxx
May
29,
2007
Page
7
The
Company agrees not to enter into
any waiver, release or settlement of any Claim (whether or not CM is a formal
party to such Claim) in respect of which indemnification may be sought hereunder
without the prior written consent of CM (which consent will not be unreasonably
withheld), unless such waiver, release or settlement includes an unconditional
release of CM 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 CM; shall
not be limited by any rights that CM may otherwise have; shall remain in full
force and effect regardless of any termination of CM’s engagement; and shall be
binding upon any successors or assigns of CM and the Company.
