CONSULTING AGREEMENT
Exhibit
10.20
This
Consulting Agreement (the “Agreement”) is made and entered into as of June 19,
2007, by and between Nucon-RF, Inc., a Nevada corporation (“Company”) and
Claridge Management (“Consultant”). The Company and Consultant are collectively
referred to herein as the “Parties”.
RECITALS
WHEREAS,
Consultant has expertise in foreign capital markets (i.e., the Middle East
and
Europe), waste management services and structuring and developing strategic
alliances; and
WHEREAS,
Company desires to retain Consultant to perform the services described herein,
and Consultant desires to be retained by Company, as a consultant pursuant
to
the terms and conditions of this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises, agreements, covenants,
understandings, undertakings, representations and warranties hereinafter
set
forth and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Company and Consultant covenant and agree
as
follows:
| 1. |
ENGAGEMENT
OF CONSULTANT.
|
Subject
to the terms and pursuant to the conditions hereinafter set forth, Company
hereby engages and retains Consultant as an independent consultant, and
Consultant hereby accepts and agrees to such engagement and retention for
a
period and at a compensation rate described below in Sections 3 and 4,
respectively. Consultant shall provide the consulting services described
in
Section 2 below.
| 2. |
DESCRIPTION
OF SERVICES; WORK FOR HIRE;
TRAVEL.
|
(a) Services.
Throughout the Term (as defined below) of this Agreement, Consultant shall
assist the Company as an advisor on foreign capital markets (i.e., the Middle
East and Europe), waste management services and potential contracts in the
Middle East and Europe, as well as introducing, structuring and developing
strategic alliances that further the Company’s existing and future business
initiatives
(b) Travel.
Consultant may be required, from time to time, to travel on behalf of the
Company. All reasonable expenses incurred by Consultant, in connection with
business travel requested by the Company, shall be paid by the
Company.
| 3. |
TERM.
|
This
Agreement shall commence effective as of the date of this Agreement and extend
for a period of one (1) year (the “Term”).
| 4. |
COMPENSATION.
|
(a)
For
and
in consideration of Consultant’s full and faithful performance of all of its
obligations and duties under this Agreement, Company shall issue to Consultant
the sum of 100,000 shares of common stock.
Exhibit
10.20
(b)
The
Company agrees to pay in advance or to reimburse Consultant for all reasonable
expenses incurred by Consultant in connection with the performance of
Consultants services.
| 5. |
INDEPENDENT
CONTRACTOR.
|
Consultant
is entering into this Agreement and in the performance of his duties hereunder
as an independent contractor. No term or condition under this Agreement nor
any
manner or method of payment hereunder shall create any relationship between
Company and Consultant other than as expressed in this Section
5.
Consultant shall not in any way, at any time, or under any circumstances
be, or
be construed to be, an officer, director, employee, partner, or joint venturer
of Company.
| 6. |
TAXES.
|
Consultant
shall be solely responsible for and shall pay when due all federal, state,
and
local income taxes and other taxes due on its behalf for any compensation
or
benefit received under this Agreement, including, without limitation, all
withholding taxes, superannuation and any worker’s compensation
premiums.
| 7. |
INDEMNIFICATION.
|
Company
agrees to indemnify and hold harmless Consultant to the fullest extent allowed
by applicable law from any and all liabilities, losses, damages, payments,
costs
or expenses (including attorneys fees and costs) of any kind whatsoever,
which
may be imposed on, incurred by, or asserted against Consultant as the result
of
any act or omission in any way relating to services performed by Consultant.
This obligation of the Company to indemnify the Consultant shall not expire,
shall survive the expiration or termination of this Agreement, and shall
be
binding upon the Company without regard to the passage of time or other events
regardless of when such claims or liabilities may be imposed against
Consultant.
| 8. |
CONFIDENTIALITY.
|
Consultant
acknowledges that his consulting services will bring him into close contact
with
many confidential affairs of the Company, including matters of a technical
nature, such as “know how,” formulae, secret processes, research projects, and
matters of a business nature, such as information about costs, profits, markets,
sales, employees, other information of a similar nature to the extent not
available to the public, plans for future developments and any other information
that constitutes a “trade secret” of the Company under the Uniform Trade Secrets
Act (the “Confidential Information”). Consultant agrees to keep secret and not
to use for purposes unrelated to the Company all Confidential Information
of the
Company, including information received in confidence by the Company from
others
and agrees not to disclose Confidential Information to anyone outside the
Company except as required in the course of his consulting capacity, either
during or for a period of three (3) years after the Term. Consultant further
agrees to deliver promptly to the Company on termination of his Consulting
Agreement with the Company, or at any time it may so request, all computerized
information or disks, memoranda, notes, records, manuals, drawings, blueprints
and any other documents of a confidential nature belonging to the Company,
including all copies of such materials, which Consultant may then possess
or
have under his control.
2
Exhibit
10.20
| 9. |
TERMINATION
OF THE AGREEMENT.
|
This
Agreement shall automatically terminate upon the occurrence of any of the
following:
(i) Upon
the
expiration of the Term; or
(ii) Upon
the
death or disability of Consultant.
| 10. |
GENERAL
PROVISIONS.
|
(a) Recitals.
The
recitals set forth above are true and correct and are incorporated
herein.
(b) Effect
of Waiver.
The
waiver by either party of a breach of any provision of this Agreement shall
not
operate or be construed as a waiver of any subsequent breach
thereof.
(c) Attorney’s
Fees; Binding Arbitration.
Consultant and Company agree that in the event of a dispute, arbitration
by
either party in any dispute or arbitration concerning this Agreement, the
losing
party shall pay the prevailing party’s reasonable attorney’s fees in that
dispute or arbitration.
(d) Notice.
Any and
all notices required under this Agreement shall be in writing and shall be
either (I) hand-delivered; (ii) mailed, first-class postage prepaid, certified
mail, return receipt requested; or (iii) delivered via an international
recognized overnight courier service, addressed to:
3
Exhibit
10.20
| Company: |
0000
Xxxx Xx., #000
Xxxxx
Xxxxxxx, XX 00000
Facsimile:
000-000-0000
Attn:
Xxxx Xxxxxxxx, CFO
| Consultant: |
Claridge
Management
|
0000
Xxxxxxxx Xxx.
Xxxxx
Xxxxx, XX 00000
Facsimile:
000-000-0000
Attn:
Xxxxxx Xxx
All
notices hand-delivered shall be deemed delivered when actually delivered.
All
notices mailed or delivered via overnight courier shall be deemed delivered
as
of three (3) business days after the date postmarked or officially received
by
overnight carrier. Any changes in any of the addresses listed herein shall
be
made by notice.
(e) Assignment.
The
rights, benefits and obligations of the parties hereto under this Agreement
shall not be assignable without the prior written consent of the non-assigning
party, which consent may be withheld in the non-assigning party’s sole and
absolute discretion. Notwithstanding the foregoing, this Agreement shall
be
binding on the heirs, successors and assigns of the parties hereto.
(f) Amendment.
No
amendment or modification of this Agreement shall be deemed effective unless
and
until it is executed in writing by both the Company and the
Consultant.
(g) Severability.
It is
mutually agreed that all of the terms, covenants, provisions and agreements
contained herein are severable and that, in the event any of them shall be
held
to be invalid by any competent court, this Agreement shall be interpreted
as if
such invalid term, covenant, provision or agreement were not contained
herein.
(h) Governing
Law.; Binding Arbitration.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Nevada, United States of America, in effect on the date of this
Agreement without resort to any conflict of laws principles Any and all
disputes, controversies, claims, or other disagreements arising out of or
relating to this Agreement or the actual or alleged breach thereof shall
be
settled via binding arbitration in accordance with rules of the American
Arbitration Association. The arbitration shall be held at a mutually agreeable
location in the United States of America and shall be conducted under and
in
accordance with the American Arbitration Association Rules. Such arbitration
shall be conducted in English and will be conducted on confidential basis
in
accordance with the terms of the Agreement.
(i) Entire
Agreement.
This
Agreement contains the entire agreement between the parties, and the parties
hereby agree that no other oral representations or agreements have been entered
into in connection with the Consultant performing the services described
hereunder.
(j) Counterparts.
This
Agreement may be executed at different times and in multiple counterparts,
each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4
Exhibit
10.20
(k) Neutral
Interpretation.
The
provisions contained herein shall not be construed in favor of or against
any
party because that party or its counsel drafted this Agreement, but shall
be
construed as if all parties prepared this Agreement, and any rules of
construction to the contrary are hereby specifically waived. The terms of
this
Agreement were negotiated at arm’s length by the parties hereto.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first written
above.
| COMPANY: | CONSULTANT: | ||
| NUCON-RF, INC. | CLARIDGE MANAGEMENT | ||
| |
|
|
|
| By: | /s/ J. P. Xxxx Xxxxxxxx | By: | /s/ Xxxxxx Xxx |
|
J.P. Xxxx Xxxxxxxx |
Xxxxxx Xxx |
||
| Chief Financial Officer | President | ||
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