SERVICES AGREEMENT
Services
Agreement made this 11th day of June, 2008 by and between Emvelco Corp. (the
"Company"), a Delaware company with an address at 00000 Xxxxxxxx Xxxx, Xxxxx
0000, Xxx Xxxxxxx, A 90024 and Mehmet Haluk Undes, an attorney with a mailing
address at Xxxxxxxxxxxx Xxxxxxx 00/0 Xxxxxx, Xxxxxxxx, Xxxxxx (the
"Consultant").
W
I T N E
S S E T H:
A.
The
Company desires to engage the services of the Consultant for purposes of
assisting the Company in identifying, evaluating and structuring mergers,
consolidations, acquisitions, joint ventures and strategic alliances in
Southeast Europe, Middle East and the Turkic Republics of Central
Asia.
B.
Consultant
is desirous of performing such services on behalf of the Company and desires
to
be engaged and retained by the Company upon the terms and conditions provided
for herein.
NOW,
THEREFORE, in consideration of the recitals, promises and conditions in this
Agreement, the Consultant and the Company agree as follows:
1.
Consulting
Services.
The Company hereby retains the Consultant on an exclusive basis, and the
Consultant accepts such retention for the following functions, services and
duties:
| 1.1 |
Acquisition
Consulting Services.
The Consultant agrees that during the term of this Agreement it will
assist the Company in the identification, evaluation, structuring,
negotiating and closing of business acquisitions, whether in the
form of
asset purchases, stock purchases, mergers, consolidations, joint
ventures,
strategic alliances or otherwise.
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| 1.2 |
New
Business Development.
The Consultant agrees to use his best efforts to identify strategic
partners who can produce and distribute the Company’s products in the
regions stated above. The partnership forms maybe joint ventures,
licensing and other commercial
arrangements.
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| 1.3 |
Intentionally
left blank.
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| 1.4 |
Legal
Services.
The Consultant agrees to provide legal services as the attorney of
the
Company in all matters related to the activities
above.
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2.
Term.
The term of this Consulting Agreement shall be for a five (5) year period
commencing on the date hereof and thereafter.
3.
Compensation.
3.1
As
full
consideration for the services to be provided pursuant to paragraph 1 of this
Agreement and for the expenses to be incurred in the provision of such services,
the Company shall issue to the Consultant 525,000 free-trading shares of its
Common Stock, which such shares shall be issued no later than July 1,
2008.
3.2
The
Company hereby acknowledges and consents that Consultant may receive additional
fees or other compensation from one or more of the lenders, subscribers,
customers, investors or parties to any transaction described in this Agreement
or any sources of funding identified by Consultant, for various services which
may include, in part, services related to this Agreement.
3.3
The
Company hereby acknowledges and consents that Consultant may receive additional
fees or other compensation from one or more of the lenders, subscribers,
customers, investors or parties to any transaction described in this Agreement
or any sources of funding identified by Consultant, for various services which
may include, in part, services related to this Agreement.
4.
Expenses.
The
Consultant shall be responsible for the payment for all fees and disbursements
of the Consultant 's travel and out-of-pocket expenses incurred in connection
with the services performed by the Consultant pursuant to this Agreement,
including without limitation, hotels, food and associated expenses and long
distance calls; provided, however, any expense in excess of $500 shall be
preapproved by the Company in writing.
5.
Consultant's
Services to Others.
The
Company acknowledges that the Consultant or its affiliates are in the business
of providing financial advisory and investment banking consulting advice to
others. Nothing contained in this Agreement shall be construed to limit or
restrict the Consultant in conducting such business with others, or in rendering
such advice to others, except to any direct competitors of the
Company.
6.
Representation
and Indemnification by Company.
(a)
The
Company shall be deemed to make a continuing representation of the accuracy
of
any and all material facts, material, information, and data which it supplies
to
the Consultant and the Company acknowledges its awareness that the Consultant
will rely on such continuing representation in disseminating such information
and otherwise performing duties under this Agreement.
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(b)
The
Consultant, in the absence of notice in writing from the Company, will rely
on
the continuing accuracy of material, information and data supplied by the
Company.
(c)
The
Company hereby agrees to indemnify the Consultant against, and to hold the
Consultant harmless from, any claims, demands, suits, loss, damages, etc.
arising out of the Consultant's reliance upon the accuracy and continuing
accuracy of such facts, material, information and data, unless the Consultant
has been negligent in fulfilling his duties and obligations
hereunder.
(d)
The
Company hereby agrees to indemnify the Consultant against, and to hold the
Consultant harmless from, any claims, demands, suits, loss, damages, etc.
arising out of the Consultant's reliance on the general availability of
information supplied to the Consultant and the Consultant's ability to
promulgate such information, unless the Consultant has been grossly negligent
in
fulfilling his duties and obligations hereunder.
(e)
Consultant
recognizes and acknowledges that during the course of performing the services
it
will acquire information regarding the Company and the Company’s business
methods, technology, products, plans and clients and other information which
is
not publicly known and which the Company regards as proprietary to it and
includes any confidential proprietary information (“Confidential Information”).
Without limiting the generality of the foregoing, Confidential Information
includes all proprietary know-how, use and applications know-how, technical
information, product formulae and formulations and other trade secrets relating
to the Company’s products and proposed products, any information or other
information contained in any patent application, regardless of whether a patent
is ever issued with respect to such application, results of studies and surveys,
in any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts and
all
other information relating to the Company’s products.
(f)
Consultant
agrees that it will not, at any time, whether during or after the term, disclose
to any person or use, directly or indirectly, for Consultant’s own benefit or
the benefit of others, or aid or assist others in using any Confidential
Information, or permit any person to examine or make copies of any document
which may contain or is derived from Confidential Information, whether prepared
by Consultant or otherwise coming into Consultant’s possession or
control.
(g)
In
the
event that Consultant is, pursuant to, or required by, applicable law,
regulation or legal process, to disclose any of the Confidential Information,
Consultant will notify the Company promptly so that the Company may, at its
cost, seek a protective order or other appropriate remedy or, its sole
discretion, waive compliance with the terms of this section. Consultant shall
not disclose any Confidential Information until the court has made a ruling.
In
the event that no such protective order or other remedy is obtained, or in
the
event that the disclosing party waives compliance with the terms of this
section, Consultant will furnish only that portion of the Confidential
Information which it is advised by counsel is legally required and will exercise
all reasonable efforts to obtain reliable assurance that confidential treatment
will be accorded the Confidential Information.
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(h)
Consultant
shall, upon termination of Consultant’s engagement with the Company, or earlier
at the request of the Company, turn over to the Company all documents, papers,
computer disks or other material in Consultant’s possession or under
Consultant’s control which may contain or be derived from Confidential
Information, together with all documents, notes or other work products which
are
connected with or derived from the services. To the extent that any Confidential
Information is on Consultant’s hard drive or other storage media, he shall, upon
the request of the Company, cause such information to be erased from his
computer disks and all other storage media.
7.
Representation
and Indemnification by Consultant.
(a)
The
Consultant agrees to provide its services hereunder in a good and workmanlike
manner consistent with the performance standards observed by other professionals
undertaking such functions.
(b)
The
Consultant agrees that it will not release or disseminate any information
pertaining to the Company without providing the Company with an advance copy
thereof and obtaining authorization for such release and
dissemination.
(c)
The
Consultant hereby agrees to indemnify the Company against, and to hold the
Company harmless from, any claims, demands, suits, loss, damages, etc. arising
out of any inaccurate statement or misrepresentation provided that such
indemnification shall not pertain to any information provided by or attributable
to the Company.
8.
Relationship
of Parties.
The Consultant is an independent contractor, responsible for compensation of
its
agents, employees and representatives, as well as all applicable withholding
therefrom and taxes thereon (including unemployment compensation) and all
workers compensation insurance. This Agreement does not establish any
partnership, joint venture, or other business entity or association between
the
parties, and neither party is intended to have any interest in the business
or
property of the other.
9.
Termination.
This Agreement may not be terminated by either party prior to the expiration
of
the term provided in Paragraph 2 above except as follows:
(a)
Upon
failure of the other party to cure a material default under, or a breach of,
this Agreement within thirty (30) days after written notice is given as to
such
breach by the terminating party;
(b)
Upon
the
bankruptcy or liquidation of the other party, whether voluntary or
involuntary;
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(c)
Upon
the
other party taking the benefit of any insolvency law; and/or;
(d)
Upon
the
other party having or applying for a receiver appointed for all or a substantial
part of such party's assets or business.
10.
Disclaimer
by Consultant.
The Consultant makes no representation that (a) the price of the Company's
publicly-traded securities will increase, (b) any person will purchase
securities in the Company as a result of the contract, or (c) any investor
will
lend money to or invest in or with the Company.
11.
Non-Assignability.
The rights, obligations and benefits established by this Agreement shall not
be
assignable by either party hereto except with the consent of the other. This
Agreement shall, however, be binding upon and shall inure to the benefit of
the
parties and their successors.
12.
Governing
Law.
The terms and provisions of this Agreement shall be governed by and construed
under the laws of the State of California.
13.
Notice.
Notice hereunder shall be in writing and shall be deemed to have been given
(a)
at the time when deposited for mailing in a receptacle under the control of
the
United States Postal Service, by registered or certified mail, prepaid, return
receipt requested, or (b) on the business day following deposit with a reputable
overnight courier for overnight delivery; each addressed to the respective
party
at the address of such party first above written or at such other address as
such party may fix by notice given pursuant to this paragraph.
14.
No
Other Agreements.
This Agreement supersedes all prior understandings, written or orally given
and
constitutes the entire Agreement between the parties hereto with respect to
the
subject matter hereof. No waiver, modification or termination of this Agreement
shall be valid unless in writing signed by each of the parties
hereto.
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IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and
year first above written.
| EMVELCO CORP. | ||
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| By: | /s/ Xxxxx Xxxxx | |
|
Xxxxx Xxxxx, CEO |
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| MEHMET HALUK UNDES | ||
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| By: | /s/ Mehmet Haluk Undes | |
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