Exhibit 4.4
CONSULTING AGREEMENT
1. PARTIES
This Agreement is entered into as of August 1, 2001 by and between Rotary
Power International, Inc., a Delaware corporation with its principal office at
Xxx Xxxxxxx Xxxxxx, Xxxx-Xxxxx, Xxx Xxxxxx 00000-0000 (the "Company"), and
Callos and Associates, an Ohio Company with its principal office at 000
Xxxxxxxxxx Xxxxx, Xxxxx, XX 00000 (the "Consultant").
2. ENGAGEMENT
The Company hereby agrees to engage the Consultant, and the Consultant, in
consideration of such engagement, hereby agrees to provide consulting services
as further described in Section 3 below.
3. STATEMENT OF SERVICES
3.1 Consultant agrees that during the term of this Agreement, and any
renewal period thereof, it will provide consulting services to the
Company in connection with human resources, recruiting and staffing
services. The services hereunder will be provided by Xxx Xxxxxx.
Consultant will work with and take guidance and directions from the
President and the Vice-President, Finance, of the Company.
The term of this agreement shall be until December 31, 2002.
4. COMPENSATION
4.1 In consideration of the consulting services performed hereunder, the
Company agrees to pay Consultant at its regular billing rates for
the type of services rendered.
4.2 The Consultant will submit invoices on a regular basis for its
services.
4.3 The Company and Consultant may at any time agree that the Company
can issue shares of its common stock in satisfaction of any amounts
that may hereafter become due and owing to the Consultant in
accordance with this Agreement. The number of shares to be issued by
the Company shall be agreed upon in writing with Consultant.
5. LIMITATIONS
5.1 Nothing in this Agreement shall grant either party the right to make
commitments of any kind for or on behalf of the other party without
prior written consent of the other party.
5.2 Consultant represents that there is no conflict of interest between
its performance in a consulting capacity under this Agreement and
its relationship with other clients. If at any
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time in the future it is believed that there is a potential conflict
of interest, Consultant will promptly so advise and the parties will
mutually agree in writing on the resolution of this potential
conflict.
5.3 Either party may terminate this Agreement by giving twenty-four (24)
hours written notice of such termination.
6. NON-COMPETITION
For the term of this Agreement, Consultant will not directly or
indirectly, in any capacity, without prior written approval by the Company,
engage in or render services (including, without limitation, research,
development, marketing or sales) to, or have a financial interest in, any
person, Consultant, corporation or other entity engaged in the rotary engine
business.
7. CONFIDENTIAL INFORMATION
Consultant will not disclose any trade secrets or confidential information
identified as such by the Company to any person, Consultant, corporation,
association, or other entity for any reason or purpose whatsoever, nor shall
Consultant make use of any such trade secrets or confidential information for
his own purpose or for the benefit of any person, Consultant, corporation, or
other entity except as authorized in writing by the Company. Consultant agrees
to delivery to the Company upon termination of this Agreement, or at any other
time the Company may request, any proprietary or confidential material supplied
to the Consultant during the term of this Agreement and which the Company has
previously identified as such, relating to the business of the Company which he
may then possess or have under his control. However, there shall be no
restriction on disclosure or use of information which is publicly known other
than as a result of a breach of the Agreement, or which becomes legally
available at any time from a third party without restriction. Confidential
information obtained while an employee of the Company shall be specifically
covered by this clause.
8. MISCELLANEOUS
NOTICES: All notices pertaining to this Agreement shall be in writing and
shall be transmitted either by personal hand delivery or through facilities of
the United States Postal Service, certified or registered mail, or by facsimile
transmission. The address set forth in the first paragraph of this Agreement for
the respective parties shall be the places where notices shall be sent, unless
written notice of a change of address is given.
CAPTION HEADINGS: Captions at the beginning of each numbered paragraph of
this Agreement are solely for the convenience of the parties and shall not be
deemed part of the context of this Agreement.
ENTIRE AGREEMENT: This Agreement contains the entire Agreement between the
parties hereto, and supersedes any written or oral agreement between the parties
concerning the subject matter contained herein. There are no representations,
agreements, arrangement or understandings, oral or written, between or among the
parties hereto, relating to the subject matter contained in this Agreement,
which are not fully expressed herein.
AMENDMENT: This Agreement may only be amended by the written consent of
both parties at the time of such amendment.
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GOVERNING LAW: The validity, interpretation, construction and performance
of this Agreement shall be controlled by and construed under the laws of the
State of New Jersey. In the event of any litigation arising out of any dispute
in connection with this Agreement, the Company and Consultant hereby consent to
the jurisdiction of the New Jersey courts.
COUNTERPARTS: The Agreement may be executed in counterparts, each which
shall be deemed to be an original, but such counterparts, when taken together,
shall constitute but one Agreement. Facsimile signatures shall be accepted as
original signatures.
SEVERABILITY: In the event any provision of this Agreement is held to be
invalid, voice or unenforceable, the rest of the provisions shall, nonetheless,
remain in full force and effect and shall in on way be affected, impaired or
invalidated.
9. RENEWAL
The parties may renew this Agreement at any time by written instruments
signed by the parties. It is anticipated that each such renewal shall be upon
the same terms and conditions as herein provided, except for necessary changes
in dates, scope of work, or total compensation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
become effective as of August 7, 2001.
CALLOS AND ASSOCIATES ROTARY POWER INTERNATIONAL, INC.
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxx X. XxXxxxx
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Xxx Xxxxxx Name: Xxxxxx X. XxXxxxx
Title: President & CEO
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