Consulting Services Agreement
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This Consulting Services Agreement (the "Agreement") is entered this 29th day of
July, 2002 by and between
XXXX XXXXX
Suite 1500
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
("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 business development, financial
consulting and Internet strategy. 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.
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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,
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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:
o Long term strategy preparation, including assistance with preparation
of business plans.
o Technical chart analysis of the Client's share price history and
development
o Building and maintaining company website
o Corporate finance consulting in connection with a debt or equity
financing
* 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
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hereof and continue for six (6) months. The Agreement may be extended upon
agreement by both parties, unless or until the Agreement is terminated. Either
Party may cancel this Agreement on 5 days notice, at which time no further
obligations will be due from either Party.
3. Engagement Fee. As consideration for Consultant entering into this
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Agreement, Client and Consultant agree to the following:
A. Definition:
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An Engagement Fee ("Engagement Fee") of US$ 40,000 payable to the Consultant on
the date hereof. Additionally the Client will pay a bonus to Consultant, at
Client's discretion, upon monthly evaluation of Consultant's work.
B. The Engagement Fee will be satisfied by:
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(1) a payment of 1,000,000 (one-million) shares @ $0.02 to be wire transferred
upon execution of the Agreement (please see wire instructions in appendix 1)
(2) a delivery of 500,000 (five hundred thousand) shares of the Client's common
stock at $0.02 to be delivered to the Consultant 60 (sixty) days following the
execution of the Agreement (please see electronic delivery instructions in
appendix 1). The Shares will be freely tradable, duly authorized, validly issued
and outstanding, fully paid and nonassessable and will not be subject to any
liens or encumbrances.
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(3) a delivery of 500,000 (five hundred thousand) shares of the Client's common
stock at $0.02 to be delivered to the Consultant 120 (one hundred twenty) days
following the execution of the Agreement (please see electronic delivery
instructions in appendix 1). The Shares will be freely tradable, duly
authorized, validly issued and outstanding, fully paid and nonassessable and
will not be subject to any liens or encumbrances.
[For publicly traded companies: The shares issued under this paragraph
shall be freely tradable in the U.S. securities markets and shall have
been the subject of a previously filed registration statement with the
U.S. Securities and Exchange Commission ("SEC"). Company represents
that as of the date of this Agreement it is current in all of its
filings with the SEC. Company agrees to utilize its best efforts to
remain current in its filings with the SEC during the term of this
Agreement and for a period of twelve months after the end of the term
of this Agreement.]
[For private companies: If at any time or from time to time, the
Client shall determine to register any of its securities, either for
its own account or the account of any other security holder or holders
("Holders") on a registration statement under the U.S. Securities Act
of 1933 (the "Act"), the Company will (i) promptly give Consultant
written notice thereof; and (ii) include in such registration (and any
related qualifications under blue sky laws or other compliance) and in
any underwriting involved therein.]
C. Sale of Engagement Fee Shares:
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Consultant promises, warrants and guarantees that it will not sell more than
200,000 shares, received as Engagement Fee, until Client raises a minimum of US$
70,000 through public market transactions, which begins this month, at an
average price of US$0.05 per share, without prior express written authorization
from the Client.
4. Exclusivity; Performance; Confidentiality. The services of Consultant
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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.
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5. Independent Contractor. In its performance hereunder, Consultant and
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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 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. Termination. At the end of the Term of this Agreement, Consultant, at
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its option, may either remove Client's corporate profile and research report
from the web sites or indicate on the web sites that Client's corporate profile
and research report is over six months old and should not be relied upon in
making investments decisions.
7. Extraordinary Expenses. All expenses incurred by the Consultant on
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behalf of the Client shall be reimbursed within 30 (thirty) days of the invoice
being posted. These expenses include the Website monthly fees, printing charges
long distance fees, and other miscellaneous expenses regarding the Client but
excluding the services listed in section 1A of this document. Any actions that
would result in monthly expenditures exceeding US$100 must be approved in
writing by the client.
8. Miscellaneous. No waiver of any of the provisions of this Agreement
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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, including any and all
agreements with Xxxxx Capital Partners.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date first written above.
XXXX XXXXX
Suite 1500
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Xxxxxx
Signed: /s/ Xx. Xxxx X. Xxxxx
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Xx. Xxxx X. Xxxxx
PACIFIC FUEL CELL CORPORATION
Suite 100
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
XXX
Signed: /s/ Xx. Xxxxxx Suzuki
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Xx. Xxxxxx Suzuki
President
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