EXHIBIT 10.30
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement"), is entered into
on August 26, 2005 by and between Delta Technologies, Inc., a corporation
organized under the laws of the State of Delaware, having its principal office
located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 ("DTI"); and Xxxxxxx
X. Xxxxxx, Xx., an United States citizen individual, residing at 0000 Xxxxxxxxxx
Xxxxx, Xxxxx, Xxxx 00000 ("Consultant").
WHEREAS, DTI and Consultant have agreed on the scope of services
Consultant shall render to DTI, and the compensation that DTI shall pay to the
Consultant for such services, including the issuance shares of the restricted
common stock of Delta Mutual, Inc., and both parties desire to set forth in this
Agreement all the terms and provisions that shall govern their business
relationship.
NOW, THEREFORE, in consideration of the mutual promises made by the
parties to each other, it is agreed as follows:
1. Appointment. DTI hereby appoints Consultant to serve as an independent
consultant to DTI for the services described herein for as long as this
Agreement is in full force and effect, and Consultant hereby accepts such
appointment.
2. Scope of Services. DTI and Consultant agree that DTI has retained
Consultant to render the services described in Exhibit A, which is
attached hereto and incorporated herein ("Consulting Services").
3. Compensation. In consideration of Consultant's agreement to execute and
deliver this Agreement, DTI agrees to compensate Consultant as outlined in
Exhibit B, which is attached hereto and incorporated herein ("Payment
Schedule").
4. Term and Termination. This Agreement shall begin on the date hereof and
will continue in effect for a period of three (3) years (the "Term"),
except that DTI may terminate the services of Consultant as set forth in
this Agreement for "Cause," at any time. "Cause" is defined as: 1) any act
of fraud, misappropriation, self dealing, personal dishonesty or moral
turpitude; 2) indictment of a crime that constitutes a felony; 3) failure
or refusal (through habitual neglect or otherwise) to perform the
Consulting Services; 4) breach by Consultant of his obligations as set
forth in Section 8 this Agreement; 5) any conduct that causes material
harm or damage to DTI, its parent company, or parent company subsidiaries
or business affiliates thereof ("Parent Company or Affiliates"), including
their reputation or standing; and 6) any material breach of any provision
of this Agreement. In addition, DTI may terminate this Agreement for Cause
in the event Consultant becomes physically or mentally disabled and is
therefore substantially unable to carry out his duties for a period of 120
days or more in any twelve-month period. In the event of termination for
Cause, DTI will provide Consultant with five (5) days written notice
("Termination Notice") and Consultant shall be ineligible for any Cash
Payments (as that term is defined in Exhibit B to this Agreement) under
this Agreement or otherwise after the date of termination specified in the
Termination Notice. Notwithstanding the foregoing, in the event that DTI
terminates this Agreement for Cause, DTI agrees and binds to pay
Consultant: i) all Cash Payments due and owed; and ii) all shares of the
restricted common stock of Delta Mutual, Inc. issued in conjunction with
this Agreement ("Delta Common Stock"), as of the date of termination.
Furthermore, DTI acknowledges and agrees that Consultant shall become the
legal owner of all the title, rights and interests in the Delta Common
Stock as of the date of delivery of such stock to Consultant without the
obligation to return such stock to DTI, regardless of the fact that this
Agreement is terminated for Cause. Upon termination of this Agreement,
Consultant shall return all records, notes, memoranda, documentation,
samples and equipment of any nature that are in Consultant's control and
are property of DTI, its Parent Company or Affiliates, or related to
business affairs of DTI or its Parent Company or Affiliates.
5. Non-Compete. In consideration of the compensation to the Consultant by
DTI, Consultant agrees to not compete with the business of DTI and its
Parent Company or Affiliates in their respective markets, excluding the
projects that the Consultant is currently working on. This condition will
hold valid until the termination of the Agreement, for any reason,
including termination for Cause, for a period of one (1) year from the
date of termination. In addition, Consultant shall not directly or
indirectly own or be employed by, or work on behalf of any firm engaged in
similar businesses of DTI or any business competitive with the business of
DTI without the express written consent of DTI.
6. Independent Contractor Status. Consultant agrees that he is an independent
contractor and is not an employee of DTI and Consultant will not hold
himself out as an agent or employee. Consultant has no authority or
responsibility to enter into any contracts on behalf of DTI.
7. Improvements or Development of Intellectual Property. Any improvements
made to existing intellectual property of DTI, or the development of new
intellectual property by the Consultant, during the term of the Agreement,
are the property of DTI. This does not preclude compensation to the
Consultant for such development.
8. Confidential Information/Trade Secrets. During the Term of this Agreement,
Consultant may have access to, have disclosed to him, or otherwise obtain
information which DTI identifies in writing or through labeling as being
of a confidential and/or a proprietary nature to it (the "Confidential
Information"). Consultant shall use such Confidential Information solely
in performance of his obligations under this Agreement and shall not
disclose or divulge it to, or use for the benefit of, any third parties
without DTI's prior written consent. Information shall not be deemed as
confidential if such information is: i) already known to Consultant free
of any restrictions at the time it is obtained; ii) subsequently learned
from an independent third party free of any restriction; or iii) available
publicly.
9. Publicity. Consultant will not represent his business relationship with
DTI or disclose the contents of this Agreement to any persons or entities,
publicly or privately, in any term or to any extent, except as required to
perform the Consulting Services as described in this Agreement. Any press
release or the public disclosure of this Agreement or of the business
relationship between Consultant and DTI, and its Parent Company or
Affiliates, must be approved in advance thereof by both Consultant and DTI
in writing, except as required by applicable law or regulation. Neither
party shall use the other's name, logo, trademarks, or service marks in
any advertising, publicity releases, or in any other materials without
that party's prior written approval.
10. Best Efforts. DTI understands that Consultant shall utilize his best
efforts in providing the Consulting Services. DTI fully understands that
Consultant does not and cannot promise that any specific result will be
achieved through his engagement. Furthermore, Consultant represents and
warrants that he will never attempt to improperly influence any
governmental or corporate official or entity or otherwise seek to
accomplish any improper goal on behalf of DTI.
11. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
12. Notices. Any notice required by this Agreement or given in connection with
it, shall be in writing and delivered to the respective party in person,
by mail, by fax or recognized overnight delivery service addressed to the
appropriate party at the address set forth above or at such address as
subsequently provided by the parties to each other.
13. Severability. If any provision of this Agreement or the application
thereof shall, for any reason and to any extent, be invalid or
unenforceable, neither the remainder of this Agreement nor the application
of the provision to other persons, entities or circumstances shall be
affected thereby, but instead shall be enforced to the maximum extent
permitted by law.
14. Contents of Agreement; Amendments. This Agreement supersedes all prior
agreements between the parties and sets forth the entire understanding
between the parties, with respect to the subject matter herein. No
amendments or modifications to this Agreement shall be binding upon each
party unless made in writing and signed by all the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date and year first written above.
Xxxxxxx X. Xxxxxx, Xx. (Consultant) Delta Technologies, Inc. (DTI)
/s/ Xxxxxxx X. Xxxxx, Xx. /s/ Xxxxxx X. Xxxxxx
By: By:
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Xxxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx
Vice President
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EXHIBIT A
to Consulting Services Agreement dated August 26, 2005
Consulting Services to be Provided by Consultant
Xxxxxxx X. Xxxxxx, Xx. (Consultant) will provide "Consulting Services" as
requested by Delta Technologies, Inc. (DTI), including, but not limited to, the
services outlined below. DTI reserves the right, in its sole discretion, to
change or modify the services provided by Consultant. Consultant will be
required to submit periodic reports and progress updates as requested by DTI.
a) Provide technical assistance for the production of Delta's ICF block,
including but not limited to mold and equipment design, debugging and
startup.
b) Provide ongoing technical support for the production of Delta's ICF
block.
c) Assist with the procurement of samples of Delta's ICF block that can be
used for trade shows and testing.
d) Assist with the planning and participate on behalf of Delta in
exhibits and trade shows.
e) Assist with the testing and code approvals of Delta's ICF block.
f) Assist in the development of information and documentation as need for
Delta's ICF block, such as an installation manual.
g) Assist in preparation of technical, sales and marketing literature as
directed.
h) Assist in developing other related products as directed.
i) Provide all other reasonable assistance to carryout the tasks outlined
above and any additional services as directed by DTI.
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EXHIBIT B
to Consulting Services Agreement dated August 26, 2005
Payment Schedule
For performing the Consulting Services as set forth in Exhibit A, Delta
Technologies, Inc. (DTI) will compensate Xxxxxxx X. Xxxxxx, Xx. (Consultant)
with a combination of Cash Payments and shares of Delta Common Stock (as that
term is defined in the Agreement), all as set forth in this Exhibit B, provided
that the Consulting Services Agreement is in full force and effect on the dates
the Cash Payments and payments in Delta Common Stock become due. DTI represents
and warrants that it will take all actions required for the issuance of the
Delta Common Stock by its parent company, Delta Mutual, Inc., to Consultant as
required in this Exhibit B.
X.Xxxx Payments
A. A monthly retainer of $4,000, plus a medical insurance allowance of
an additional $400 per month for the Term of the Agreement (the
"Monthly Payments"). The medical insurance allowance will commence in
September 2005. The monthly retainer for August 2005 will be paid on a
prorated basis from the effective date of the Agreement. Upon receipt
of a monthly invoice for services provided by Consultant, in a form
reasonably satisfactory to DTI, payment shall be made to Consultant
within five (5) business days.
B. DTI will reimbursement Consultant for all reasonable out-of-pocket
expenses including all authorized travel, lodging, meals and
travel-related expenses, incurred by Consultant (the "Business
Expenses") in accordance with the existing DTI policies and procedures.
II. Delta Common Stock
A. The number of shares of Delta Common Stock with a dollar equivalent
of $50,000 based on the closing price per share as listed on the
Over-the-Counter-Bulletin-Board under the symbol "DLTM" on August 25,
2006 and to be delivered to Consultant within five (5) business days
thereof.
B. The number of shares of Delta Common Stock with a dollar equivalent
of $50,000 based on the closing price per share as listed on the
Over-the-Counter-Bulletin-Board under the symbol "DLTM" on August 25,
2007 and to be delivered to Consultant within five (5) business days
thereof.
C. The number of shares of Delta Common Stock with a dollar equivalent
of $50,000 based on the closing price per share as listed on the
Over-the-Counter-Bulletin-Board under the symbol "DLTM" on August 25,
2008 and to be delivered to Consultant within five (5) business days
thereof.
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