EXHIBIT 10.5
CONSULTING AGREEMENT
THIS AGREEMENT, made, entered into this 7th day of September 2005 (the
"Effective Date"), by and between Xx. Xxxx Xxxxx (hereinafter referred to as
"Consultant"), and American Technologies Group, Inc., a Nevada corporation,
(hereinafter referred to as "Corporation").
W I T N E S S E T H:
WHEREAS, Consultant will provide valuable services to the Corporation in
connection with the Corporation's acquisition of North Texas Steel Company, Inc.
("North Texas") and the Corporation realizes that Consultant will provide
valuable services to the Corporation and has determined that it would be
desirable to retain Consultant's services under a consulting agreement; and
WHEREAS, Consultant desires to provide such consulting services for the
Corporation as an independent contractor, with the understanding that it shall
not be required to devote its full time to the business of the Corporation and
shall be free to pursue other business interests.
NOW, THEREFORE, in consideration of the premises, the mutual covenants of
the parties herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, it is agreed as follows:
1. CONSULTING ARRANGEMENT. The Corporation hereby contracts for the services of
Consultant and Consultant agrees to perform such duties and responsibilities and
to render advice and consulting as may be requested by the Corporation from time
to time during the term of this consulting arrangement in connection with the
Corporation's business ("Consulting Arrangement"). Notwithstanding the
foregoing, the Consultant shall continue to serve as Chief Executive Officer of
the Corporation.
2. RELATIONSHIP BETWEEN PARTIES. During the term of the Consulting Arrangement,
Consultant shall be deemed to be an independent contractor with respect to the
services to be rendered pursuant to this Agreement. In addition, the Corporation
shall not withhold any taxes in connection with the compensation due Consultant
hereunder, and Consultant will be responsible for the payment of any such taxes
and hereby agrees to indemnify the Corporation against nonpayment thereof.
3. COMPENSATION FOR THE CONSULTING ARRANGEMENT. As consideration for the
services to be rendered under this Consulting Arrangement by Consultant, the
Corporation hereby agrees to pay to the Consultant
A. a monthly fee of ten thousand dollars ($10,000) which shall be payable
on the first day of each month.
B. a monthly fee of five thousand dollars ($5,000) payable as long as
Consultant serves as CEO of the Corporation, which shall be payable on the first
day of each month.
1
4. TERM OF CONSULTING ARRANGEMENT. The Consulting Arrangement shall begin
effective as of the Effective Date and shall continue for a period of six (6)
months from the Effective Date (the "Consulting Period"). The Consulting Period
shall automatically renew for six (6) month periods ("Renewal Periods") unless
either the Consultant or the Corporation provides notice that it is terminating
the Agreement no later than 30 calendar days prior to the end of the Consulting
Period.
5. NOTICES. All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):
(a) if to the Corporation, to it at: with a copy to:
American Technologies Group, Inc. Xxxxxxx Xxxxxxxxx, Esq.
X.X. Xxx 00 Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
Xxxxxxxx, XX 00000 1065 Avenue of the Americas
Fax: ( __) ____________ Xxx Xxxx, XX 00000
Fax: (000) 000-0000
(b) if to Consultant, to him at: with a copy to:
Xx. Xxxx Xxxxx
Fax: ( __) ____________
6. BINDING EFFECT. This Agreement shall extend to, shall inure to the benefit of
and shall be binding upon all the parties hereto and upon all of their
respective heirs, successors and representatives.
7. ENTIRE AGREEMENT. This Agreement, including the agreements incorporated by
reference, contains the entire Agreement among the parties hereto with respect
to the matters contemplated hereby and supersedes all prior agreements and
undertakings between the parties with respect to such matters. This Agreement
may not be amended, modified or terminated in whole or in part, except in
writing, executed by each of the parties hereto.
8. INDEMNIFICATION. Consultant hereby agrees to hold harmless and indemnify
Corporation from and against any and all loss, damage, expense, and cost
(including reasonable attorneys' fees incurred in connection with the same)
incurred by Corporation as a result of Consultant's breach of any covenant or
agreement made herein.
2
9. SEVERABILITY. Should any part of any provision of this Agreement be declared
invalid by a court of competent jurisdiction, such decision or determination
shall not affect the validity of any remaining portion of such provision or any
other provision and the remainder of the Agreement shall remain in full force
and effect and shall be construed in all respects as if such invalid or
unenforceable provision or portion thereof were not contained herein. In the
event of a declaration of invalidity, the provision or portion thereof declared
invalid shall not necessarily be invalidated in its entirety, but shall be
observed and performed by the parties to the Agreement to the extent such
provision is valid and enforceable.
10. SECTION HEADINGS. The section headings contained herein are for convenience
of reference only and shall not be considered any part of the terms of this
Agreement.
11. CHOICE OF LAW. This Agreement shall be interpreted and performed in
accordance with the laws of the State of New York, and the parties agree,
notwithstanding the principles of conflicts of law, that the internal laws of
the State of New York shall govern and control the validity, interpretation,
performance, and enforcement of this Agreement.
Signature page follows
3
IN WITNESS WHEREOF, Consultant has hereunto put her hand, and the
Corporation has caused this instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.
CONSULTANT:
/s/Xx. Xxxx Xxxxx
-----------------------
Xx. Xxxx Xxxxx
CORPORATION:
American Technologies Group, Inc.
/s/Xx. Xxxx Xxxxx
-----------------------
Name: Xx. Xxxx Xxxxx
Title: CEO
4
