Exhibit 10.25
CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement"), effective as of August 1, 2008 is
entered into by and between Sustainable Power Corp., a Nevada corporation
(herein referred to as the "Company") and Fusion Consulting Group LLC (herein
referred to as "Fusion" or the "Consultant").
RECITALS
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WHEREAS, Company is a publicly-held corporation with its common stock traded on
the OTC BB Market under the symbol SSTP; and
WHEREAS, Company desires to engage the services of Consultant to represent the
company in investors' communications and public relations with existing
shareholders, brokers, dealers and other investment professionals as to the
Company's current and proposed activities, and to consult with management
concerning such Company activities;
NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Term of Consultancy. Company hereby agrees to retain the Consultant to
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act in a consulting capacity to the Company and the Consultant hereby agrees to
provide services to the Company commencing upon August 1, 2008 and ending on
July 31, 2009.
2. Duties of Consultant. The Consultant agrees that it will generally
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provide the following specified consulting services through its officers and
employees during the term specified in Section 1.:
(a) Consult and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for subsequent
financial public relations efforts;
(b) Introduce the Company to the financial community;
(c) With the cooperation of the Company, maintain an awareness during
the term of this Agreement of the Company's plans, strategy and personnel, as
they may evolve during such period, and consult and assist the Company in
communicating appropriate information regarding such plans, strategy and
personnel to the financial community;
(d) Assist and consult the Company with respect to its (i) relations
with stockholders, (ii) relations with brokers, dealers, analysts and other
investment professionals, and (iii) financial public relations generally;
(e) Perform the functions generally assigned to stockholder relations
and public relations departments in major corporations, including responding to
telephone and written inquiries (which may be referred to the Consultant by the
Company); preparing press releases for the Company with
the Company's involvement and approval of press releases, reports and other
communications with or to shareholders, the investment community and the general
public; consulting with respect to the timing, form, distribution and other
matters related to such releases, reports and communications; and, at the
Company's request and subject to the Company's securing its own rights to the
use of its names, marks, and logos, consulting with respect to corporate
symbols, logos, names, the presentation of such symbols, logos and names, and
other matters relating to corporate image;
(f) Upon the Company's direction and approval, disseminate information
regarding the Company to shareholders, brokers, dealers, other investment
community professionals and the general investing public;
(g) Upon the Company's approval, conduct meetings, in person or by
telephone, with brokers, dealers, analysts and other investment professionals to
communicate with them regarding the Company's plans, goals and activities, and
assist the Company in preparing for press conferences and other forums involving
the media, investment professionals and the general investment public;
(h) At the Company's request, review business plans, strategies,
mission statements budgets, proposed transactions and other plans for the
purpose of advising the Company of the public relations implications thereof;
and,
(i) Otherwise perform as the Company's consultant for public relations
and relations with financial professionals.
3. Allocation of Time and Energies. The Consultant hereby promises to
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perform and discharge faithfully the responsibilities which may be assigned to
the Consultant from time to time by the officers and duly authorized
representatives of the Company in connection with the conduct of its financial
and public relations and communications activities, so long as such activities
are in compliance with applicable securities laws and regulations. Consultant
and staff shall diligently and thoroughly provide the consulting services
required hereunder. Consultant and the Company agree that Consultant will
perform the duties set forth herein above in a diligent and professional manner.
4. Remuneration. As full and complete compensation for services described
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in this Agreement, the Company shall compensate FUSION as follows:
4.1 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to issue to the Consultant a grant of
7,000,000 restricted shares of the Company's Common Stock ("Common Stock") to be
delivered to Consultant within ten (10) business days of the signing of this
Agreement.
4.2 Consultant acknowledges that the shares of Common Stock to be issued
pursuant to this Agreement (collectively, the "Shares") have not been registered
under the Securities Act of 1933, and accordingly are "restricted securities"
within the meaning of Rule 144 of the Act. As such, the Shares may not be
resold or transferred unless the Company has received an opinion of counsel
reasonably satisfactory to the Company that such resale or transfer is exempt
from the registration requirements of that Act.
4.3 Grant of Warrants. The Company shall grant and deliver to Consultant
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warrants (the "Warrants") to purchase up to 2,000,000 shares of the Company's
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common stock (the "Common Stock")PersonName, such Warrants to be granted
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immediately at an exercise price of $0.0.275 per share. The Warrants shall be
exercisable at any time (expiration date) or from time-to-time commencing on the
grant date and subject to customary anti-dilution adjustments for
reorganizationsPersonName, stock splits and the likePersonName, and payable in
cash (including checkPersonName, bank draft or money order).
4.4 In connection with the acquisition of Shares hereunder, the
Consultant represents and warrants to the Company, to the best of its/his
knowledge, as follows:
(a) Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the
Company concerning an investment in the Shares, and any additional information
which the Consultant has requested.
(b) Consultant's investment in restricted securities is reasonable
in relation to the Consultant's net worth, which is in excess of ten (10) times
the Consultant's cost basis in the Shares. Consultant has had experience in
investments in restricted and publicly traded securities, and Consultant has had
experience in investments in speculative securities and other investments which
involve the risk of loss of investment. Consultant acknowledges that an
investment in the Shares is speculative and involves the risk of loss.
Consultant has the requisite knowledge to assess the relative merits and risks
of this investment without the necessity of relying upon other advisors, and
Consultant can afford the risk of loss of his entire investment in the Shares.
Consultant is (i) an accredited investor, as that term is defined in Regulation
D promulgated under the Securities Act of 1933, and (ii) a purchaser described
in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as
amended.
(c) Consultant is acquiring the Shares for the Consultant's own
account for long-term investment and not with a view toward resale or
distribution thereof except in accordance with applicable securities laws.
5. Expenses. Consultant agrees to pay for all its expenses (phone, mailing,
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labor, etc.), other than extraordinary items (travel required by/or specifically
requested by the Company, luncheons or dinners to large groups of investment
professionals, mass faxing to a sizable percentage of the Company's
constituents, investor conference calls, print advertisements in publications,
etc.) approved by the Company in writing prior to its incurring an obligation
for reimbursement.
6. Representations. Consultant represents that it is not required to
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maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant acknowledges
that, to the best of its knowledge, the performance of the services set forth
under this Agreement will not violate any rule or provision of any regulatory
agency having jurisdiction over Consultant. Consultant acknowledges that, to
the best of its knowledge, Consultant and its officers and directors are not the
subject of any investigation, claim, decree or judgment involving any violation
of the SEC or securities laws. Consultant further acknowledges that it is not a
securities Broker Dealer or a registered investment advisor. Company
acknowledges that, to the best of its knowledge, that it has not violated any
rule or provision of any regulatory agency having jurisdiction over the Company.
Company acknowledges that, to the best of its knowledge, Company is not the
subject of any investigation, claim, decree or judgment involving any violation
of the SEC or securities laws.
7. Legal Representation. The Company acknowledges that it has been
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represented by independent legal counsel in the preparation of this Agreement.
Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
8. Status as Independent Contractor. Consultant's engagement pursuant to
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this Agreement shall be as independent contractor, and not as an employee,
officer or other agent of the Company. Neither party to this Agreement shall
represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided hereinabove is a
gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to
income taxes, social security payments or any other payroll taxes. All such
income taxes and other such payment shall be made or provided for by Consultant
and the Company shall have no responsibility or duties regarding such matters.
Neither the Company nor the Consultant possess the authority to bind each other
in any agreements without the express written consent of the entity to be bound.
9. Attorney's Fee. If any legal action or any arbitration or other
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proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.
10. Waiver. The waiver by either party of a breach of any provision of this
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Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by such other party.
11. Notices. All notices, requests, and other communications hereunder
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shall be deemed to be duly given if sent by country-regionplaceU.S. mail,
postage prepaid, addressed to the other party at the address as set forth herein
below:
To the Company:
Sustainable Power Corp.
0000 Xxx 000 Xxxxx
Xxxxxxx Xx 00000
Attn: M. Xxxxxxx Xxxxxx
To the Consultant:
Fusion Capital Group LLC
Attn: Xxxxxx Xxxxxxxx
000 Xxxxxxx Xxxxx Xx
Xxxxxxxx X, Xxxxx 00
Xxxxxxxxx, XX 00000
It is understood that either party may change the address to which notices
for it shall be addressed by providing notice of such change to the other party
in the manner set forth in this paragraph.
12. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed
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by, construed and enforced in accordance with the laws of the State of Texas.
The parties agree that Texas will be the venue of any dispute and will have
jurisdiction over all parties.
13. Complete Agreement. This Agreement contains the entire agreement of the
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parties relating to the subject matter hereof. This Agreement and its terms may
not be changed orally but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
AGREED TO:
SUSTAINABLE POWER CORP.
"Company"
Date: December 21, 2008 By: \s\ M. Xxxxxxx Xxxxxx
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M. Xxxxxxx Xxxxxx, President
FUSION CONSULTING GROUP LLC
"Consultant"
Date: December 21, 2008 By: \s\ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
