EXHIBIT 10.2
MANDATE AGREEMENT
(the "Agreement")
between
Power Technology Inc.
00 Xxxxx Xxxx Xxxx
Xxxxx Xxx, XX
X0X 0XX Xxxxxx (the "Principal")
and
Hippocampus Corporate Development AG (the "Agent")
Xxxxxxxxxxxxx 0
0000 Xxx
Principal and Agent together shall herein be referred to as the "Parties".
RECITALS
The Principal is a publicly listed company that is engaged in the development of
advanced battery technology. It holds several patents in the power generation
and storage fields and is working to provide innovative and practical technology
solutions for commercial, governmental, and industrial applications worldwide.
The Principal has licensed its advanced performance battery technology to NxCell
("NxC"), a joint venture with BC Research, for global development and
commercialization.
The Principal wishes to retain the services of the Agent to raise the awareness
for its battery technology in Europe. The Principal further seeks introductions
to potential industry specific licensees in Europe.
The Agent is a consulting firm active in all area of corporate development with
main activities in the German speaking part of Europe.
The Parties have therefore agreed that the Agent will assist the Principal in
its respective endeavors.
1
I. SERVICES
The Agent will assist and advise the Principal by performing the following
services:
1. Analyze the best course of action to proliferate the
Principal's technology in Europe
2. Execute an agreed upon action plan. Such actions may include
a. organizing specific press coverage
b. scientific research reports
c. scientific or industrial road shows
d. presentations to universities and industrial groups
e. etc.
3. Develop an European short list of potential licensees for the
technology
Other services to be provided by the Agent will be agreed on between the Parties
from time to time in writing;
II. FEES
In consideration for its services, the Agent shall be entitled to the following
fees:
RETAINER
The Agent will be entitled to a retainer of USD 150.000 ("Retainer"),
retaining the services of the Agent for a period of six months.
III. COSTS AND EXPENSES
The Principal shall reimburse the Agent and its Sub-Agent for all
out-of-the-pocket expenses incurred in connection with the Agreement. The Agent
shall xxxx the Principal separately from time to time for such expenses.
The Agent shall, however, obtain the approval of the Principal before incurring
any individual expense in excess of USD 1.000.
IV. PAYMENT TERMS
The Retainer shall be due for payment upon signing of the Agreement. At the
discretion of the Principal the Retainer can be paid in cash or in kind with
free trading shares of the Principal's common stock, valued at USD 0.10 per
share. The Retainer could therefore be paid with 1.500.000 shares of the
Principal's common stock.
The Principal shall reimburse the out-of-the-pocket expenses incurred by the
Agent within 10 days following the presentation by the Agent of the respective
invoices.
2
V. TERMINATION
Each party can terminate the Agreement at any time pursuant to Article 404 of
the Swiss Code of Obligations by giving the other Parties not less than 15 days
prior notice. The termination is only valid if sent in writing to the address of
the other parties mentioned on the first page of this Agreement. If the
termination takes place before six months since signing this Agreement, the
Agent has automatically earned the entire Retainer.
The Principal shall reimburse the Agent for all the costs and expenses incurred
until the date of termination of this Agreement.
VI. CONFIDENTIALITY
The Agent shall keep all confidential information received by the Principal
strictly confidential. Such information shall only be used to provide the
Principal during the Transaction with the services agreed upon in the Agreement.
The Agent may only disclose confidential information it receives from the
Principal to the Principal's other professional advisors.
If the Agent are required by law or by a regulatory authority to disclose
confidential information, they shall immediately inform the Principal of such
obligation (unless the Agent have been prohibited from doing so). In addition,
the Agent shall only disclose confidential information to the extent required.
VII. INDEMNITY
The Principal shall fully indemnify the Agent, its Sub-Agent, as well as its
employees and representatives for all damages incurred in connection with the
execution of this Agreement. The Principal shall however be under no obligation
to indemnify the Agent if the damages suffered by the latter arise as a result
of the Agent's gross negligence or malfeasance.
The liability of the Agent and its employees shall be limited to the damages
resulting from gross negligence.
The Agent accept no responsibility and liability concerning the selected tax,
legal and accounting advisors.
VIII. AMENDMENTS
Amendments to this Agreement shall only be valid and binding if made in writing.
IX. APPLICABLE LAW AND ARBITRATION
This Agreement is subject to NEVADA substantive law.
3
All disputes arising out of or in connection with the present Agreement,
including disputes on its conclusion, binding effect, amendment and termination
shall be resolved, to the exclusion of the ordinary courts by a sole Arbitral
Tribunal in accordance with the International Arbitration Rules .
Place and date: .....................................
POWER TECHNOLOGY INC.
________________________________________________________________________________
................................ ......................................
................................ ......................................
Place and date: Zug, 3 June 2003
HIPPOCAMPUS CORPORATE DEVELOPMENT AG
/s/ Xxxx Xxxxxx
_______________________________________________
Xxxx Xxxxxx
Partner
4
