POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 May 29, 2007
EXHIBIT
10.5
POWER
OF THE DREAM VENTURES, INC.
1095
Budapest
Soroksari
ut 00-00
Xxxxxxx
Tel: x00-0-000-0000
Fax:
x00-0-000-0000
May
29,
2007
CONFIDENTIAL
Xx.
Xxxxx
Kolossvary
8000
Szekesfehervar
Xxxxxxx
u. 6. 1/4
Hungary
Dear
Mr.
Kolossvary:
This
letter (this “Agreement”) constitutes the agreement between Power of the Dream
Ventures, Inc., a Delaware corporation and Xx. Xxxxx Kolossvary (“Consultant” or
“GK”) pursuant to which GK will serve as a business consultant to the Company
with respect to its business matters. The terms of this Agreement are
as follows:
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A.
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Services. At
the Company’s request, GK shall provide specific business consulting
services including, but not limited to the
following:
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1.
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assistance
with testing approval(s) of the Company’s RiverPower initiative within
Hungary and internationally, when
appropriate;
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2.
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assistance
with the development of a testing and evaluation protocol to conform
with
Hungarian water management regulations of the Company’s RiverPower;
and
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3.
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general
business development services as it relates to the Company’s RiverPower
initiate based on GK’s twenty years of industry experience, as illustrated
by GK’s curriculum vitae as attached in Annex
B
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Xx.
Xxxxx
Kolossvary
May
29,
2007
B. Fees
and Expenses. In connection with the
services described in Section A above, the Company shall issue to GK a one-time
payment of one hundred thousand (100,000) shares of the Company’s common stock,
$.0001 par value per share upon the execution hereof, in consideration of
securing his commitment to the Company for the term herein provided. In
addition, the Company hereby agrees, from time to time upon request, to
reimburse GK for all reasonable travel and other out-of-pocket expenses incurred
in connection with GK’s engagement hereunder; provided,
however, that each individual
expense in excess of
Five Hundred and 00/100 Dollars ($500.00) shall require the prior written
approval of the Company and, in any event, cumulative expenses of GK hereunder
shall not exceed two thousand and 00/100 Dollars
($2,000.00).
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D.
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Term
of Engagement. Except as set forth below,
the initial term of GK’s engagement will begin on the date hereof and end
twelve (12) months from the date hereof. Either party may
terminate GK’s engagement before the end of the initial term hereto at any
time, with or without cause, upon ten (10) days’ prior written notice to
the other party. Notwithstanding any such termination, the
provisions in this Agreement regarding Fees and Expenses, Use of
Information, Indemnity, Arbitration of Disputes and Confidentiality
shall
survive and remain in full force and effect and be binding on any
successors of the Company. GK acknowledges that all materials produced
by
GK as part of this agreement become the exclusive property of the
Company
and that GK may not use any of said materials without the express
written
consent of the Company.
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E.
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Use
of Information. The Company will furnish GK
such information as GK reasonably requests in connection with the
performance of his services hereunder. The Company understands,
acknowledges and agrees that, in performing his services hereunder,
GK
will use and rely entirely upon such information as is provided
by the
Company as well as publicly available information regarding the
Company
and that GK does not assume responsibility for independent verification
of
the accuracy or completeness of any information, whether publicly
available or otherwise furnished to GK, concerning the Company
including,
without limitation, any technical information, engineering data
or
prototype plans considered by GK in connection with the provision
of his
services. Accordingly, GK shall be entitled to assume and rely
upon the accuracy and completeness of all such information and
shall not
be required to conduct a physical inspection of any of the properties
or
assets or to prepare or obtain any independent evaluation or appraisal
of
any of the assets or liabilities of the Company. With respect to
any
technical data made available to GK by the Company and used by
GK in his
work, GK shall be entitled to assume that such technical drawings
have
been reasonably prepared and reflect the best currently available
information of the management of the Company as to the matters
covered
thereby. If any information provided to GK by the Company
becomes inaccurate, incomplete or misleading in any material respect
during GK’s engagement hereunder, the Company shall so advise
GK.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
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F.
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Confidentiality.
GK agrees to keep confidential during the term, and for
24 months
after any termination of this Agreement, all material nonpublic
information provided to it by the Company, except as required by
law,
pursuant to an order of a court of competent jurisdiction or the
request
of a regulatory authority having jurisdiction over GK, or as contemplated
by the terms of this Agreement. Notwithstanding anything to the
contrary
herein, GK may disclose nonpublic information to his affiliates,
agents
and advisors whenever GK determines that such disclosure is necessary
to
provide the services contemplated
hereunder.
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G.
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Indemnity.
GK and the Company agree to the provisions with respect
to
indemnification by the Company of GK and certain other parties
as set
forth on Annex A attached
hereto.
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H.
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Limitation
of GK’s Engagement by the Company. The
Company acknowledges that GK has been retained only by the Company,
that
GK is providing services hereunder as an independent expert of
water
management (and not in any fiduciary or agency capacity), and that
the
Company’s engagement of GK is not deemed to be on behalf of, and is not
intended to confer rights upon, any shareholder, owner or partner
of the
Company or any other person not a party hereto as against GK. Unless
otherwise expressly agreed in writing by GK, no one other than
the Company
is authorized to rely upon this engagement or any other statements
or
conduct of GK, and no one other than the Company is intended to
be a
beneficiary of this Agreement. The Company acknowledges that
any recommendations or advice, written or oral, given by GK to
the Company
in connection with GK’s engagement are intended solely for the benefit and
use of the Company’s management and directors, and any such
recommendations or advice are not on behalf of, and shall not confer
any
rights or remedies upon, any other person or be used or relied
upon for
any other purpose.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
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I.
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Limitation
on GK’s Liability to the Company. GK and the
Company further agree that GK shall have no liability to the Company,
its
security holders or creditors, or any person asserting claims on
behalf of
or in the right of the Company (whether direct or indirect, in
contract,
tort, for an act of negligence or otherwise) for any losses, fees,
damages, liabilities, costs, expenses or equitable relief arising
out of
or relating to this Agreement or the services to be rendered hereunder,
except for losses, fees, damages, liabilities, costs or expenses
that
arise out of or are based on any action of or failure to act by
GK and
that are finally determined (by a court of competent jurisdiction
and
after exhausting all appeals or in an arbitration conducted in
accordance
with this Agreement) to have resulted solely from the gross negligence
or
willful misconduct of GK.
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J.
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Governing
Law. This Agreement shall be governed
by and
construed in accordance with the laws of the State of New
York.
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K.
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Arbitration
of Disputes. Except as provided below, any
claim or controversy arising out of or relating to this Agreement,
or the
breach thereof, shall be settled by arbitration in accordance with
the
Commercial Arbitration Rules of the American Arbitration Association,
and
judgment on the award rendered by the arbitrator(s) may be entered
in any
court having jurisdiction thereof. The arbitration of any such
claim or
controversy shall take place in New York,
NY.
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L.
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Miscellaneous.
This Agreement shall not be modified or amended except
in writing
signed by GK and the Company. This Agreement shall not be
assigned without the prior written consent of GK and the
Company. This Agreement constitutes the entire agreement of GK
and the Company with respect to the subject matter hereof and supersedes
all prior agreements. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such
determination shall not affect such provision in any other respect,
and
the remainder of the Agreement shall remain in full force and
effect. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same
instrument.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
In
acknowledgment that the foregoing correctly sets forth the understanding
reached
by GK and the Company, please sign in the space provided below, whereupon
this
letter shall constitute a binding Agreement as of the date indicated
below.
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Sincerely,
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POWER
OF THE DREAM VENTURES, INC.
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By
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Name:
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Viktor
Rozsnyay, President
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ACCEPTD
AND AGREED THIS
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29
DAY OF MAY, 2007:
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CONSULTANT:
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Name:
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Gabor
Kolossvary
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Xx.
Xxxxx
Kolossvary
May
29,
2007
ANNEX
A
In
connection with GK’s engagement to advise and to assist the Company pursuant to
the Agreement dated May 29 2007 to which this Annex A is attached, the Company
agrees to indemnify and to hold harmless GK (hereinafter referred to as an
“Indemnified Party”), to the full extent allowed by law or equity, from and
against any and all judgments, losses, claims (whether or not valid), damages,
costs, fees, expenses or liabilities, joint or several, to which an Indemnified
Party may become subject, related to or arising out of GK’s engagement or
performance under the Agreement, the transaction contemplated thereby, the
services rendered by GK under the Agreement, or any actual or threatened
claim,
litigation, investigation, proceeding or action in any court of before any
regulatory, administrative or other body relating to any of the foregoing
(hereinafter referred to collectively as a “Claim”), and shall, upon request,
reimburse an Indemnified Party for all legal and other costs, fees and expenses
as they are incurred in connection with investigating, preparing or defending
a
Claim, whether or not such Indemnified Party is ever made party to any legal
proceedings; provided, however, that no such
indemnification shall be required to be paid to an Indemnified Party with
respect to a Claim that is finally determined by a court of competent
jurisdiction (after exhaustion of all appeals) or in an arbitration conducted
in
accordance with this Agreement to have resulted solely from the gross negligence
or willful misconduct of such Indemnified Party.
In
the
event that the foregoing indemnity is unavailable or insufficient for any
reason
(other than by reason of the terms hereof) to hold any Indemnified Party
harmless, then the Company shall contribute to any amounts paid or payable
by an
Indemnified Party in such proportion as appropriately reflects the relative
benefits received by such Indemnified Party and to the Company in connection
with the matters to which the Claim relates. If an allocation solely
on the basis of benefits is judicially determined to be impermissible, then
the
Company shall contribute in such proportion as appropriately reflects the
relative benefits and relative fault of the Company and such Indemnified
Party,
as well as any other equitable considerations. In no event shall the
Company contribute less than the amount necessary to ensure that the aggregate
liability of GK for contribution pursuant to this paragraph in connection
with
all Claims do not exceed the amount of fees actually received by GK under
the
Agreement. For purposes hereof, relative benefits to the Company and
GK shall be deemed to be in the same proportion that the total value received
or
contemplated to be received by the Company and/or its security holders bears
to
the fees paid to GK under the Agreement, and other relative fault of each
indemnified party an the Company shall be determined by reference to, among
other things, whether the actions and omissions to act were by such Indemnified
Party or the Company and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such action or
omission.
All
amounts due to an Indemnified Party hereunder shall be payable by the Company
promptly upon request by such Indemnified Party. In addition, the
Company agrees to pay all costs and expenses (including attorneys’ fees)
incurred by an Indemnified Party to enforce the terms of this Annex
A.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
The
Company agrees not to enter into any waiver, release or settlement of any
Claim
(whether or not GK is a formal party to such Claim) in respect of which
indemnification may be sought hereunder without the prior written consent
of GK
(which consent will not be unreasonably withheld), unless such waiver, release
or settlement includes an unconditional release of GK from all liability
arising
out of such claim.
The
provisions of this Annex A shall be in addition to any liability which the
Company may otherwise have to GK; shall not be limited by any rights that
GK may
otherwise have; shall remain in full force and effect regardless of any
termination of GK’s engagement; and shall be binding upon any successors or
assigns of GK and the Company.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
ANNEX
B
Cirruculum
Vitae
Gábor
Kolossváry
hydraulic
engineer, hydrology engineer, expert of water resource management,
euro
engineer, brevet university docent
Date
of
birth: 31. January 1956.
Place:
Székesfehérvár, Hungary.
Mother’s
name Xxxxx Xxxxx
Marital
status: married, two children (Eszter - 26 years, Xxxxx - 25 years)
Address:
6. Xxxxxxx xxxxxx, Xxxxxxxxxxxxxx 0000, Xxxxxxx
Tel.:
x00-00-000-000
Schools:
Technical
University of Budapest – Faculty of Civil Engineering, Hydraulic Specialization
1980. (number of degree: 179/1980), Technical University of Budapest,
Faculty of Civil Engineering, Hydrology Engineering Specialization 1985 (number
of degree: 8390/1985)
Professional
experience:
1980-82
Water Directorate of the Central Transdanubian region, Department of Water
Resources and Conduit – water management of industrial plants, improving water
quality parameters, implementation of modern technologies, denization of
economical technologies.
1983-
Department for Water Management, management of water resources in three counties
(Fejér, Veszprém, Tolna), leadership of planner and application
judgments.
1984-1992
– Department of water damage prevention, water utilization and associations
–
management and supervision of flood control, drainage control, water
regularization and agricultural water supply, water associations and public
water services, management of technical security service, supervision and
control of complementary services (forestry, construction).
1992
–
National Water Authority, Technical and organizational management and
supervision of Water Authorities in 12 Districts. Coordination of water
management activities in the district of Lake Velence. Leadership of the
Danube
Expert Coordination Office.
1998
–
Department for Agriculture and Land Development, Coordination and supervision
of
the professional activity in Water Authorities of the 19 Hungarian Counties
and
82 active Water Management Associations. Countrywide management of the drainage
control activities.
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Xx.
Xxxxx
Kolossvary
May
29,
2007
Educational
activity: 5
years as a lecturer at the College of State Administration
2
years
at the University of Agriculture in Gödöllő
Other
Activities: Member
of the Hungarian National Board of ICID
Vice
President of the Hungarian Society for Hydrology
Member
of
the Board of the Hungarian Engineer Chamber
Hungarian
Engineer Chamber – Water Management and Hydraulic Professional
Division
Other
qualifications: Basic
exam of state administration (404/1996)
Professional
exam of state administration (725/2000)
Expert
of
Water Management (licence: 07-0111/040428)
European
Engineer (Eur Ing) HNC-586/2003
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