POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 June 1, 2007
EXHIBIT
10.9
POWER
OF THE DREAM VENTURES, INC.
1095
Budapest
Soroksari
ut 00-00
Xxxxxxx
Tel: x00-0-000-0000
Fax:
x00-0-000-0000
June
1,
2007
CONFIDENTIAL
Xx.
Xxxxxx Xxxx
1163
Budapest
Kerepesi
ut 190
Hungary
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Re:
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Business
Services Consulting Agreement
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Dear
Xx.
Xxxx:
This
letter (this “Agreement”) constitutes the agreement between Power of the Dream
Ventures, Inc., a Delaware corporation and Xx. Xxxxxx Xxxx (“Consultant” or
“MZ”) pursuant to which MZ will serve as a the legal representative of the
company with respect to its business matters in Hungary. The terms of
this Agreement are as follows:
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A.
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Services. At
the Company’s request, MZ shall provide general business consulting
services including, but not limited to the
following:
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1.
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technology
evaluation, selection, development and management expertise. Xx.
Xxxx’x
expertise are highlighted by his curriculum vitas in Annex
B;
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2.
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interfacing
with inventors, whose products are considered for acquisition or
development, and with companies, in which an equity participation
or
investment is contemplated;
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3.
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and
with day to day managerial task related to Power of the Dream Ventures’
Hungarian wholly owned subsidiary, Vidatech
Kft.
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Xx.
Xxxxxx Xxxx
June
1,
2007
B. Fees
and Expenses. In connection with the
services described in Section A above, the Company shall issue to MZ 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 MZ for all reasonable travel and other out-of-pocket expenses incurred
in connection with MZ’s engagement hereunder; provided,
however, that each individual
expense in excess of
Two Hundred Fifty and 00/100 Dollars ($250.00) shall require the prior written
approval of the Company and, in any event, cumulative expenses of MZ 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 MZ’s engagement will begin on the date hereof and end
twenty four (24) months from the date hereof. Either party may
terminate MZ’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. MZ acknowledges that all materials produced
as
part of this agreement become the exclusive property of the Company
and
that MZ 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 MZ
such information as MZ reasonably requests in connection with the
performance of his services hereunder. The Company understands,
acknowledges and agrees that, in performing his services hereunder,
MZ
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 MZ does not assume responsibility for independent verification
of
the accuracy or completeness of any information, whether publicly
available or otherwise furnished to MZ, concerning the Company including,
without limitation, any technical information, engineering data or
prototype plans considered by MZ in connection with the provision
of his
services. Accordingly, MZ 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 MZ by the Company and used by MZ
in his
work, MZ 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 MZ by the Company
becomes inaccurate, incomplete or misleading in any material respect
during MZ’s engagement hereunder, the Company shall so advise
MZ.
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2
Xx.
Xxxxxx Xxxx
June
1,
2007
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F.
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Confidentiality.
MZ 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 MZ, or as contemplated
by the terms of this Agreement. Notwithstanding anything to the contrary
herein, MZ may disclose nonpublic information to his affiliates,
agents
and advisors whenever MZ determines that such disclosure is necessary
to
provide the services contemplated
hereunder.
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G.
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Indemnity.
MZ and the Company agree to the provisions with respect
to
indemnification by the Company of MZ and certain other parties as
set
forth on Annex A attached
hereto.
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H.
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Limitation
of MZ’s Engagement by the Company. The
Company acknowledges that MZ has been retained only by the Company,
that
MZ is providing services hereunder as an independent contractor (and
not
in any fiduciary or agency capacity), and that the Company’s engagement of
MZ 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 MZ. Unless otherwise expressly
agreed in writing by MZ, no one other than the Company is authorized
to
rely upon this engagement or any other statements or conduct of MZ,
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 MZ to the Company in connection
with
MZ’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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3
Xx.
Xxxxxx Xxxx
June
1,
2007
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I.
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Limitation
on MZ’s Liability to the Company. MZ and the
Company further agree that MZ 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 MZ
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 MZ.
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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 MZ and the Company. This Agreement shall not be
assigned without the prior written consent of MZ and the
Company. This Agreement constitutes the entire agreement of MZ
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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4
Xx.
Xxxxxx Xxxx
June
1,
2007
In
acknowledgment that the foregoing correctly sets forth the understanding reached
by MZ 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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1
DAY OF JUNE, 2007:
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CONSULTANT:
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Name:
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Xx.
Xxxxxx Xxxx
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5
Xx.
Xxxxxx Xxxx
June
1,
2007
ANNEX
A
In
connection with MZ’s engagement to advise and to assist the Company pursuant to
the Agreement dated June 6 2007 to which this Annex A is attached, the Company
agrees to indemnify and to hold harmless MZ (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 MZ’s engagement or
performance under the Agreement, the transaction contemplated thereby, the
services rendered by MZ 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 MZ for contribution pursuant to this paragraph in connection with
all Claims do not exceed the amount of fees actually received by MZ under the
Agreement. For purposes hereof, relative benefits to the Company and
MZ 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 MZ 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.
6
Xx.
Xxxxxx Xxxx
June
1,
2007
The
Company agrees not to enter into any waiver, release or settlement of any Claim
(whether or not MZ is a formal party to such Claim) in respect of which
indemnification may be sought hereunder without the prior written consent of
MZ
(which consent will not be unreasonably withheld), unless such waiver, release
or settlement includes an unconditional release of MZ 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 MZ; shall not be limited by any rights that MZ
may
otherwise have; shall remain in full force and effect regardless of any
termination of MZ’s engagement; and shall be binding upon any successors or
assigns of MZ and the Company.
7
Xx.
Xxxxxx Xxxx
June
1,
2007
ANNEX
B
XXXX
Xxxxxx
PERSONAL
DETAILS
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Family
status:
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married
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·
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Nationality:
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Hungarian
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Place
and date of birth:
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Xxxxxxxx,
0000
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SCHOOLS:
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2006-2007
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·
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National
Training and Extension Training School for Labour
Safety
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o
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Labour
Safety Technician
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1987-1988
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·
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Budapest
University of Technology and Economics, Faculty of Architectural
Engineering (TERC)
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o
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Technical
Controller of Construction I / Structure and Building
Electricity
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1987-1988
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·
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Budapest
University of Technology, Institute for Extension Training in
Engineering
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o
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Economic
preparations for and implementation of investment
projects
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1974
– 1979
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·
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Budapest
University of Technology, Faculty of Electric
Engineering
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o
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Qualification:
certified electric engineer
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1969
– 1973
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·
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Xxxxx
Xxxxxxx Vocational Secondary School for Precision Mechanics and Precision
Engineering
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PLACES
OF WORK:
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2005
-
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·
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ZM
Project Builder BT – Budapest
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o
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investor,
planner, technical controller, project
manager
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1998
– 2005
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·
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XXXXXX
Construction and Installation Co. Ltd.–
Budapest
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o
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investor,
planner, technical controller, project
manager
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1987
– 1998
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·
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Hungarian
Post Office, Bureau for Planning and
Investment
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·
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MATÁV
Rt., Bureau for Telecommunication
Investment
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·
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MATÁV
Rt., Real Property Directorate, Branch of
Investment
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o
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investor,
planner, technical controller, project
manager
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8
Xx.
Xxxxxx Xxxx
June
1,
2007
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1982
– 1987
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·
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Kossuth
Agricultural Co-operative
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o
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head
of industrial branch
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o
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head
of industrial and machinery operation
branch
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1979
– 1982
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·
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MEZŐGÉP
Nyíregyháza
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o
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technological
preparer, technologist
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o
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head
of works maintenance; planning and direction of electric and building
machinery installation of products
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REFERENCES
ZM
Project LP
-
project
management, planning, investment, execution, technical control
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o
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Renewal
of real properties
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o
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Xxxxxxx
Mill – preparatory works for
construction
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o
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Casino
– full development
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o
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Exhibition
space in Erzsébet Square – partial
works
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o
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Kallos
Warehouse – transformation
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o
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Preparation
of plans for safety and health
protection
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Xxxxxx
Co. Ltd.
-
project
management, planning, investment, execution, technical control
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o
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National
Office for Compensation and Settlement of Damage, Archives – development
of office building with full
reconstruction
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o
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Office
of Parliament – Installation of the air system in the Hall of the National
Assembly
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o
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FŐTÁV
Co. Ltd. – full reconstruction of office
building
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o
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Ministry
of Economy – renewal of area qualifying as historical
monument
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o
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ELTE
University Library – renovation of
façade
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o
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NOKIA
Telecommunications LLC – turn-key development of Vodafon MSC-01
telecommunication facility
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o
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SZÁMALK
System House Co. Ltd. – turn-key development of school in Budapest
District XIII
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o
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Antenna
Hungária Co. Ltd. – full reconstruction of kitchen, works of turn-key
development, with kitchen
technology
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o
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Condominium
on Belgrád Quay – reconstruction and renovation of the façade of a
historical monument
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o
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Municipality
of Budapest District XIII – turn-key development of the building of a
training swimming pool for Xxxxxx Xxxxxx Secondary
School
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o
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Municipality
of Budapest District XIII – development of unhindered movement in
Berzeviczy G. Primary School
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9
Xx.
Xxxxxx Xxxx
June
1,
2007
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o
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Antenna
Hungária Co. Ltd. – turn-key development of Martfű Vodafon MSC-03
telecommunication facility
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o
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Metropolitan
Gas Works Co. Ltd. – reconstruction of
façade
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o
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Construction
of homes – semi-detached house with 4 apartments – District
XVIII
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o
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Construction
of homes – 3 condominiums with 4 apartments each – District
XIII
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o
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Municipality
of Budapest District XIII – turn-key development of a condominium with 67
apartments
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o
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Xxxxxx
Co. Ltd. – development of office and logistics
premises
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o
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Municipality
of Budapest District XIII – turn-key development of Láng Sport
Hall
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o
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Municipality
of Budapest District XIII – renovation works of class-rooms in Xxxxxx
Xxxxxx Secondary School
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o
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Ministry
of Education, Institution for Servicing – development of congress hall and
adjoining premises with full
reconstruction
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o
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EUROPA
Real Estate Investment Fund – development of office and logistics
premises, with full reconstruction
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o
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Budapest
District XIII – turn-key execution of a condominium with 6 shops + 63
apartments
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o
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Sportfólió
LLC – turn-key execution of UTE ice hall, ice technology
system
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o
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Budapest
District XIII – turn-key execution of a condominium with 3 shops + 57
apartments
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o
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Budapest
District XIII – turn-key execution of a condominium with 1 shop and 24
apartments
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o
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Budapest
District XVIII – turn-key execution of a condominium with 24
apartments
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o
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Budapest
District II – turn-key execution of a condominium with 20
apartments
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Hungarian
Post Office / MATÁV
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-
project management, planning, investment, execution, technical
control
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|
o
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Establishment
of transport premises in Debrecen – with
technology
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o
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Establishment
of telephone exchange in Mátészalka – with technology and
network
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|
o
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Extramural
telecommunication facilities in the area of East Hungary with technology
and network
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|
o
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Post
office and telecommunication facility in Fehérgyarmat with technology and
network
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|
|
o
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Full
renovation of kitchen with
technology
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|
o
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Telecommunication
and office building in Budapest District XIII Angyalföld – with technology
and network
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|
o
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Extramural
telecommunication facilities in the area of Budapest District II
with
technology, with the full reconstruction of the telecommunication
network
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10
Xx.
Xxxxxx Xxxx
June
1,
2007
|
|
o
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Renovation
of telecommunication facilities in the area of Budapest District
XII with
technology, with the full reconstruction of the telecommunication
network
|
|
|
o
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Enlargement
of Logistics Centre – construction of high warehouse with complete
warehousing technology system
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|
|
o
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Development
of regional logistics centres
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|
|
o
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Development
of Servicing Centre in Budapest District IX, with full reconstruction
of
building and telecommunication
technology
|
|
|
o
|
Development
of IT Servicing Centre in Budapest District IX, with full reconstruction
of building and telecommunication
technology
|
|
|
o
|
Development
of office areas with small and large spaces in existing buildings,
with
the supply of the full infrastructure – appr. two thousand working
places
|
|
|
o
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Development
and installation of remote supervision systems for
buildings
|
Kossuth
Agricultural Co-operative
-
direction of production, planning, investment, execution, technical
control
|
|
o
|
Construction
of family homes and office
buildings
|
|
|
o
|
Establishment
of animal farms – with technology
|
|
|
o
|
Establishment
of plant for food industry with technology – establishment of juice plant,
timber processing plant with
technology
|
|
|
o
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Renovation
of operating facilities
|
MEZŐGÉP
- operation
of facilities and production equipment, planning
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|
o
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Maintenance
and renovation of buildings
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|
o
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Maintenance
and overhaul of plant equipment
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11
