EXHIBIT 10.18
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is entered into between:
BUSINESS DEVELOPMENT & CONSULTING LIMITED, a corporation duly incorporated under
the laws of Guernsey, having its head office and principal place of business at
XXX 000, Xxxxx 0, Xxxxx Xxxx House, le Bordage, Xxxxx Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxx Xxxxxxx, XX0 0XX (Hereinafter "BDCL")
And,
GREEN MOUNTAIN CAPITAL INC, a corporation duly incorporated under the laws of
Nevada, USA with Tax ID# 000000000, whose address is at 000 Xxxxx Xxxxxxxx
Xxxxxxxxx, 00xx Xxxxx, Xxxxx, XX 00000, XXX (Hereinafter "GMC")
PREAMBLE
WHEREAS BDCL has expressed an interest in supporting GMC with business
development, strategy and planning services to the board of GMC;
WHEREAS GMC has expressed an interest in the services of BDCL for providing
business development, strategy and planning support to GMC;
THEREFORE, in consideration of the foregoing and the mutual obligations and
undertakings set forth below, the parties agree as follows:
1. SCOPE OF SERVICES
Upon signature of this Agreement:
1.1. GMC hereby engages BDCL for business development, strategy, PR and
planning work for GMC on 5 days per calendar month on an ongoing
basis. Additional days may be agreed separately.
1.2. BDCL agrees to perform business development, strategy and planning
services for GMC on mutually agreed dates on no less than 5 days per
calendar month.
1.3. GMC acknowledges that BDCL commenced performing the services in this
agreement on 1 November 2005.
2. CONFIDENTIALITY
2.1. The parties to this Agreement agree to treat any information related
to this Agreement, including but not limited to discussions and
negotiations, as proprietary and confidential information and agree
to take all necessary measures to protect the other party and/or GMC
and/or BDCL and/or any third party contracted by BDCL.
2.2. BDCL may from time to time be required to disclose information about
GMC and its subsidiaries to third parties. BDCL is authorized to
supply proprietary and confidential information regarding GMC and
its subsidiaries, including the business plan, to prospective
business partners, investors, brokers, agents advisers and the like.
2.3. GMC shall make available to BDCL all of its proprietary and
confidential information for the purpose of assisting BDCL in
fulfilling its services;
2.4. BDCL may, for the purpose of this Agreement, make available to GMC
proprietary and confidential information belonging to a prospective
business partner. GMC and BDCL mutually agree to consider and treat
this information as confidential information. Further, GMC
acknowledges and agrees not to use this information to compete or to
harm in any way the prospective business partner and undertakes to,
upon request of the prospective business partner and/or of BDCL,
agrees to return all such information to the prospective business
partner.
2.5. BDCL represents to GMC that before releasing any proprietary and
confidential information belonging to GMC to the prospective
business partner, it will request the same protection, with respect
to non-disclosure, non-compete and hold-harmless and return of
information that it had requested from GMC.
3. COMPENSATION
3.1. GMC shall pay against an invoice by latest the 5th working day of
the month in arrears by bank transfer to BDCL's bank account a
monthly fee of US$10,000 plus $350 per month for un-receipted
expenses covering telephone, PC usage, stationary and printing
cartridges. Whereas these fees are now not subject to Value-Added
Taxes (VAT), BDCL reserves the right to add VAT if this should
become necessary.
3.2. GMC shall reimburse BDCL immediately for services performed under
this Agreement for the period 1 November 2005 until the date of this
Agreement.
3.3. GMC shall reimburse all travel & subsistence costs incurred, that
are not included as part of the un-receipted expenses under 3.1,
upon presentation of an invoice;
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Neither party acquires any intellectual property rights under this
Agreement or through any disclosure hereunder, except the limited
right to use such Proprietary Information in accordance with this
Agreement;
4.2. All material, "Proprietary Information" means and includes all
information disclosed to GMC, whether in writing, on computer disks
or other media, orally, visually or otherwise, relating to (i)
BDCL's business, contracts, contacts and associations with third
parties; its knowledge and experience with respect to the
development of business relationships or any other assets, software,
concepts, processes, methods of operations, business plans,
products, services, patents and trademarks used by or useful to GMC
in the conduct of its business; (ii) other trade secrets and
confidential and proprietary ideas, concepts, know-how,
methodologies and information incorporated therein; and (iii) any
other information which BDCL knows or has reason to know is
proprietary and confidential and that has been provided by BDCL or
by any third party as confidential information for GMC's or
Consultant's use (hereinafter collectively referred to as
"Proprietary Information") belongs to BDCL, who may assign to GMC
the limited right to use such material for the purpose of this
Agreement, unless otherwise purchased from BDCL under a separate
Agreement;
4.3. All material, which is communicated to BDCL by GMC for the purpose
of this Agreement, shall be the property of GMC and all right, title
and interest in and to works of authorship, trade secrets and other
proprietary data and all other materials (as well as the copyrights,
patents, trade secrets and similar rights attendant hereto) belongs
to GMC who only assigns to BDCL the limited right to use such
material for the purpose of this Agreement.
5. TERM AND TERMINATION
5.1. Term
5.1.1. It is understood that the services provided under this
Agreement commenced on 1 November 2005, and shall be ongoing
unless terminated by either party giving no less than six
months notice in writing or unless terminated earlier in
accordance with Schedule 5.3.1 below.
5.2. Survival of Obligations
5.2.1. Notwithstanding any termination of this Agreement for any
cause, no Party hereto shall be released from any liability
which at the time of such termination has already accrued to
such Party or which may thereafter accrue to such Party in
respect of any act or omission prior to such termination.
5.3. Early Termination
5.3.1. This Agreement may be terminated immediately by BDCL in the
event of GMC filing for bankruptcy proceedings or becoming
insolvent or being charged for unlawful trading, unlawful
accounting, or for breach of this Agreement. Save for the
provisions of clause 5.2.1, and unless otherwise agreed, this
Agreement may be terminated giving 3-months notice in writing
by GMC in the event BDCL has filed for bankruptcy or has not
supplied the services under this Agreement for 15 days in a
3-month period.
6. HOLD HARMLESS
6.1. BDCL shall be entitled to make representations on GMC's behalf to
ITPLC and prospective investors, brokers, dealers, advisers and the
like. BDCL shall be held harmless by GMC for all representations and
disclosures made on GMC's behalf, and GMC shall fully indemnify BDCL
and its consultants for any losses, claims, liabilities, costs,
damages, or bankruptcy proceedings held against BDCL or GMC by a
third party or a shareholder of GMC. GMC agrees to have in place
adequate insurance to protect BDCL from any claims, liabilities,
costs, damages charged on them from whatever source.
7. NOTICES
7.1. Any notice, request, instruction or other document to be given under
this Agreement by either party to the other party shall be in
writing and (a) delivered personally; (b) sent by telecopy; (c)
delivered by overnight express (charges prepaid); or (d) sent by
registered or certified mail, postage prepaid:
If to BDCL to: XX Xxx 000, Xxxxx 0
Xxxxx Xxxx House
Le Bordage
St Xxxxx Port
Guernsey
Channel Islands GY1 3QT
If to GMC to: 000 Xxxxx Xxxxxxxx Xxxxxxxxx
00xx Xxxxx
Xxxxx, XX 00000
XXX
or at such other address for a party as shall be specified by like
notice. Any notice which is delivered personally, telecopied or
sent by overnight express in the manner provided in this section 6
shall be deemed to have been duly given to the party to whom it is
addressed upon actual receipt by such party. Any notice which is
addressed and mailed in the manner herein provided shall be
conclusively presumed to have been given to the party to whom it is
addressed at the close of business, local time of the recipient, on
the third business day after it is so placed in the mail.
8. GOVERNING LAW AND ARBITRATION
8.1. Governing Law
8.1.1. All issues concerning this Agreement shall be governed by and
construed in accordance with the laws of the United States of
America.
8.2. Arbitration
8.2.1. Any dispute, which arise in the course of or following the
performance will be settled by arbitration. Such arbitration
shall be governed by, and interpreted in accordance with, the
laws of the United States of America with the location of the
arbitration defined by the plaintiff. The decision of the
arbitrator(s) shall be final binding upon the parties hereto,
not subject to appeal and shall deal with the questions of
costs of the arbitration and all matters related thereto.
9. EXTENDED MEANINGS
9.1. In this Agreement, words importing the singular number include the
plural and vice versa and words importing gender include all
genders. The word "candidate" and the expression "business partner"
both include, subject to the context in which either appears, an
individual, partnership, association, body corporate, trustee,
executor, administrator or legal representatives.
10. ENTIRE AGREEMENT
10.1. This Agreement consists of the entire Agreement between the parties.
There are no other Agreements, warranties, representations or
conditions between the parties. Any subsequent change or addition to
this Agreement will have to be made in writing and signed by the
parties.
11. SEVERABILITY
11.1. If any provision of this Agreement is, by arbitration or a court of
competent jurisdiction, held to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force
and effect.
12. COUNTERPARTS; FACSIMILE EXECUTION.
12.1. This Agreement may be executed (i) in several counterparts, each of
which shall be deemed an original, but together they shall
constitute one and the same instrument, and (ii) by facsimile
transmission of signature pages executed by each party, which shall
be evidence of such party's intention to be bound hereby, with duly
signed originals to be exchanged by the parties in due course.
IN WITNESS WHEREOF the parties have by duly authorized persons executed this
Agreement on 13 June 2006
BUSINESS DEVELOPMENT GREEN MOUNTAIN CAPITAL INC
& CONSULTING LIMITED
Signed:______________________ Signed:_______________________
Name:________________________ Name:_________________________
Title:_______________________ Title:________________________
