THIS AGREEMENT is dated this day of , 1998.
BETWEEN SOLPOWER CORPORATION
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000
(the "Client")
OF THE FIRST PART
AND: XXXXXX XXXX
of Scottsdale, Arizona
(the "Consultant")
OF THE SECOND PART
WHEREAS:
1. The Consultant has certain expertise and contacts in the
territory specified in Schedule 1 for the development of local
markets, product marketing, finance and negotiations for
commercial transactions.
2. The Client has agreed to utilize the services of the
Consultant on the terms and conditions set out in this
agreement.
NOW THE PARTIES HERETO AGREE:
1. The Consultant is authorized by the Client to negotiate with
parties deemed by the Consultant to qualify as suitable for
entering into any satisfactory agreements with the Client,
with respect to the objective set out in Schedule 1 hereto.
2. The Client has agreed to utilize the services of the
Consultant and the Consultant hereby warrants and acknowledges
that in the performance of its duties and obligations
hereunder it is intended to be at all times an independent
Consultant.
3. The Consultant will refrain from disclosing any material or
information given to the Consultant by the Client if such
material or information is specifically stated by the Client
in writing in Schedule 2 hereof and should any other materials
or information be given to the Consultant in the course of any
meeting or briefing with the Client, then such materials or
information may be disclosed to any person or company with
whom the Consultant will exercise reasonable prudence and
business confidentiality in so disclosing material or
information.
4. The Consultant agrees that this agreement confers no authority
to bind the Client in respect of any contract resulting from
negotiations undertaken by the Consultant in the course of
this consultancy, and no representation or warranty shall be
given by the Consultant on behalf of the Client such as to
legally bind the Client except with the written authority of
the Client first being obtained.
5. Upon concluding negotiations, investigations or other services
on behalf of the Client, the Consultant shall report the
outcome of such negotiations, investigations or other services
directly to the Client forthwith and in full and shall present
any
materials, information, draft contracts, letters of offer or
notices of intention to proceed directly to the Client as soon
as possible after their receipt by the Consultant.
6. The Consultant and Client agree to keep the existence of this
agreement and the scope and nature of this agreement strictly
confidential except in cases where both parties hereto agree
that disclosure of this agreement is in the interests of the
objectives of this agreement and except in cases whether
either party wishes to pursue to enforcement of its rights
pursuant to this agreement or is otherwise required by law to
make disclosure of this agreement.
7. The Client acknowledges that the Consultant is an independent
Consultant and that the Consultant contracts to supply the
services referred to in the Schedule hereto and further that
in no circumstances shall the Consultant, its employees,
servants or agents be deemed to be an employee, servant or
agent of the Client. The Consultant acknowledges that neither
it nor its employees, servants or agents have any claim upon
the Client in respect of annual leave, public holidays, sick
leave, long service leave, other entitlements or otherwise in
respect of any claims under relevant Worker's Compensation
Legislation or any other Legislation or regulations affecting
or relating to the relationship between an employer and
employee.
8. Subject to Clause 9 the Client shall pay to the Consultant a
fee for services provided hereunder in the amount and in the
manner as set out in Schedule 3 of this agreement. The fees
payable hereunder shall be subject to an annual review by the
parties providing that in no circumstances shall the fees be
reduced.
9. In the event of death or permanent incapacity of the
Consultant, the Consultant's spouse shall receive any
compensations owed to the Consultant and will continue to
receive commissions pursuant to the agreement for a period of
12 months afer such circumstances occurring.
10. It is envisaged by the parties that from time to time the
Consultant may not be available to provide continuous services
to the Client having regard to other consulting arrangements
the Consultant may have now or in the future.
11. All reasonable travel, accommodation, entertainment, telephone
and other such expenses incurred by the Consultant in the
provision of services hereunder shall be reimbursed by the
Client on a monthly basis subject to:
(a) The Consultant providing to the Client upon request
satisfactory documentary evidence of such expenses.
(b) The Consultant obtaining prior approval from the
Client before incurring expenses other that of an
incidental or recurring nature.
12. The Consultant acknowledges that he shall be solely
responsible for payment of the Consultant's own income tax and
consents to the Client furnishing the Internal Revenue Service
with the Consultant's name, address and all details of
payments made to the Consultant by the Client.
13. The Client agrees that irrespective of the method of
calculation of the consultancy fee to be paid to the
Consultant, that such fees fairly represents reasonable
remuneration to the Consultant for work actually performed by
the Consultant and
acknowledges that the amount of the fee has been agreed
between the parties after consideration of the work involved.
14. TERM
The agreement will extend for a period of three (3) years.
15.1 TERMINATION
Either party shall have the right to terminate this agreement
forthwith by written notice to the other:-
(a) In the event that the other shall be guilty of any
breach, non-observance or non-performance of its
obligations hereunder or any of them and shall not
have remedied such breach, non-observance or
non-performance (if it is capable of remedy) within
fourteen (14) days after notice thereof in writing;
or
(b) In the event that the other shall be unable to pay
its debts in the ordinary course of business or to
enter into liquidation or have a receiver appointed
whether compulsorily or otherwise.
15.2 The termination of this agreement for any reason shall be
without prejudice to the rights and obligations of the parties
accrued up to and including the date of such termination.
15.3 If by reason of any fact, circumstance, matter or thing beyond
the reasonable control of the Client or the Consultant, either
is unable to perform in whole or in part any obligation under
this agreement, to the extent and for the period that it is
unable to perform, shall be liable to the party to this
agreement in respect of such inability.
16. NEW WAIVER
The failure of either party at any time to enforce a provision
of this contract shall in no way constitute a waiver of the
provision nor in any way affect the validity of this agreement
or any part thereof or the right of such party thereafter to
enforce each and every provision herein.
17. GOVERNING LAW
This agreement shall be deemed to have been made in USA. It
shall be construed in accordance with the laws of USA and the
parties hereto agree to submit to the non-exclusive
jurisdiction of the Courts of USA, in matters relating to this
agreement.
18. NOTICE
Any notice, requests, demands and other communications
required to be given hereunder shall be in writing and sent by
prepaid registered mail, cable, telex, address as stated on
the face hereof or at such other address as may be noticed to
the other in writing. Every notice shall be deemed to have
been given and received at the time when in the ordinary
course of transmission it should have been delivered at the
address or number to which it was sent.
IN WITNESS WHEREOF the parties hereto executed this agreement on the day and
date first stated.
THE COMMON SEAL OF
SOLPOWER CORPORATION
was hereto affixed by authority of
the Board of Directors in the presence
of :
C/S
/s/ Xxxxx X. Xxxxx
---------------------------
Chief Executive Officer
SIGNED SEALED AND
DELIVERED BY THE SAID
XXXXXX XXXX /s/ Xxxxxx Xxxx
---------------------------------
presence of: Xxxxxx Xxxx
Witness /s/ Xxxxxxx X. Xxxxx
----------------------------
SCHEDULE 1
OBJECT OF CONSULTANCY
1. To assist in the negotiation of any commercial arrangements
for and on behalf of the Client.
2. To assist from time to time in the administration and
enforcement of any ongoing obligations between the Client and
any party introduced by the Consultant at the request of the
Client.
3. To identify licensees for a fuel related product known as
"Soltron".
MARKETING TERRITORY
1. SOLPOWER GREAT LAKES territory of the United States.
SCHEDULE 2
CONFIDENTIAL INFORMATION
All information passing between the parties from time to time in respect to the
product.
1. Soltron
SCHEDULE 3
COMPENSATION FOR SERVICES
1. 2.5% of any License Fee paid when received by the Client.
