Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of this 6th day of September, 2005
between American Soil Technologies, Inc., a Nevada corporation, with its
principal place of business located in Pacoima, California (the "Company") and
Telperion Business Consultants, LLC, a Nevada limited liability company (the
"Consultant"), hereinafter collectively referred to as the "Parties".
In consideration of the mutual promises and covenants set forth below, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto, intending to be legally bound hereby agree as
follows:
1. Engagement The Company hereby engages the Consultant, and the Consultant
accepts engagement by the Company upon the terms and conditions set forth in
this Agreement.
2. Term The term of this Agreement shall begin on the date hereof and shall
continue for 180 days. At which time the Company and the Consultant upon mutual
agreement can extend the contract for another term. This Agreement may be
cancelled by either party with 30 days written notice after the first 60 days of
this Agreement.
3. Consulting Services Compensation
(a) The Company shall pay to the Consultant, as compensation for its services
under this Agreement, $1,000 upon the full execution of this Agreement and
$5,000 per month. This monthly payment will be accrued until such time as a
financing is completed by the Company. In addition, 100,000 shares of common
stock of the Company stock will be issued by the Company to the consultant
according to the following schedule: (i) 50,000 shares upon the full execution
of this Agreement; and (ii) 50,000 shares upon the close of the Company's next
financing.
(b) The Company may, in the future, provide the Consultant with additional
compensation if the Company and the Consultant mutually agree for any additional
services by the Consultant.
4. Duties From time to time, as reasonably requested by the Company, the
Consultant agrees to perform consulting services related to business
introductions, strategic planning, and assisting the Company's management in
developing and implementing the Company's investor relations/public relations
plan.
5. Nature of Engagement The Company is engaging the Consultant as an independent
contractor. Nothing in this Agreement shall be construed to create an
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employer-employee relationship between the parties. The services to be provided
will not be in connection with the offer or sale of securities or any other
capital-raising transaction.
6. Expenses Upon receipt of requests from the Consultant for reimbursement, the
Company shall reimburse the Consultant for all reasonable and necessary expenses
the Consultant incurs in performing its duties in connection with this
Agreement. The Consultant shall be required to receive authorization from the
Company prior to incurring any expenses.
7. Notices. Any notice, request, instruction, or other document required by the
terms of this Agreement, or deemed by any of the Parties hereto to be desirable,
to be given to any other party hereto shall be in writing and shall be given by
personal delivery, overnight delivery, mailed by registered or certified mail,
postage prepaid, with return receipt requested, or sent by facsimile
transmission to the addresses of the Parties as follows:
To the Company: American Soil Technologies, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Fax: 818/000-0000
To the Consultant: Telperion Business Consultants, LLC
00 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Fax:
The persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid. If notice is given by personal delivery or overnight
delivery in accordance with the provisions of this Section, such notice shall be
conclusively deemed given at the time of such delivery provided a receipt is
obtained from the recipient. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given upon
receipt and delivery or refusal. If notice is given by facsimile transmission in
accordance with the provisions of this Section, such notice shall be
conclusively deemed given at the time of delivery if during business hours and
if not during business hours, at the next business day after delivery, provided
a confirmation is obtained by the sender.
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8. Miscellaneous
(a) Governing Law This Agreement shall be governed by, interpreted and enforced
in accordance with the laws of the State of California.
(b) Entire Agreement This instrument contains the entire agreement of the
parties concerning engagement and may not be changed or modified except by
written agreement duly executed by the parties hereto.
(c) Confidentiality Except as may otherwise be required by law, the specific
provisions of this Agreement shall remain strictly confidential. Notwithstanding
the foregoing, the parties agree that Consultant shall disclose that it is being
compensated by the Company in all of its promotional releases to the public, in
accordance with the Act. Neither the company nor the Consultant shall, either
directly or indirectly through their respective officers, directors, employees,
shareholders, partners, joint ventures, agents, consultants, contractor,
affiliates or any other person, disclose, communicate, disseminate or otherwise
breach the confidentiality of all or any provision of this Agreement, without
the express written consent of both parties to this Agreement.
(d) Assignment The obligations of the parties under this Agreement shall not be
assigned without the written consent of the parties. Notwithstanding any
provision of this Agreement to the contrary, however, the Consultant shall be
entitled to provide that any funds payable or stock issuable to it pursuant to
this Agreement shall instead be paid or issued to its designee.
(e) Counterparts and Facsimile This Agreement may be executed in counterparts,
and all counterparts will be considered as part of one agreement binding on all
parties to this Agreement. This Agreement may be executed via facsimile, which
signatures shall be deemed legal and binding as an original signature hereto.
(f) Severability If any term, condition or provision of this Agreement or the
application thereof to any party or circumstances shall, at any time or to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, condition or provision to parties or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, condition and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
(g) Jurisdiction. The parties submit to the jurisdiction of the Courts of the
County of Orange, State of California or a Federal Court empaneled in the State
of California for the resolution of all legal disputes arising under the terms
of this Agreement, including, but not limited to, enforcement of any arbitration
award.
(h) Attorneys' Fees. In the event any Party hereto shall commence legal
proceedings against the other to enforce the terms hereof, or to declare rights
hereunder, as the result of a breach of any covenant or condition of this
Agreement, the prevailing party in any such proceeding shall be entitled to
recover from the losing party its costs of suit, including reasonable attorneys'
fees, as may be fixed by the court.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first above written.
American Soil Technologies, Inc
/s/ Xxxx X. Xxxxx
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By: Xxxx X. Xxxxx, President/CEO
/s/ Xxxxxxx Xxxx
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By: Xxxxxxx Xxxx representing Telperion Business Consultants, LLC
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