CONSULTING AGREEMENT
Exhibit
10.34
THIS
AGREEMENT ("Agreement") is dated April
6th,
2009 (the "Effective Date"), by and
between GLOBAL RESOURCE CORPORATION, a Nevada corporation (the "Company"), and LP (Origination) Limited
(formerly called Chesilton Consultancy Limited) a company incorporated in
England (company registered number 6476703) and having its registered address at
Helmores, Chartered Accountants, Grosvenor Gardens House, 00-00 Xxxxxxxxx
Xxxxxxx, Xxxxxx XXXX XXX, Xxxxxx Xxxxxxx and a mailing address at 00 Xxxxxxxxx
Xxxx, Xxxxxx, Xxxxxx, XX XX0 0XX (the "Consultant").
WITNESSETH:
WHEREAS,
the Company desires to consider strategic alternatives available to it and
requires various management advisory services, particularly related but not
limited) (to the Company's activities in the United Kingdom and the European
Union; and
WHEREAS,
the Consultant has offered to provide various management advisory and strategic
planning services to the Company.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the mutual promises, conditions
and covenants
herein contained, the parties hereto do hereby agree as
follows:
1. Consultant Services.
The Consultant hereby agrees to provide to the Company during
the term of this Agreement such management advisory, strategic planning and
other similar consulting services as the Company may request from time to time
(the "Consulting Services").
2. No Conflicts. In
order to induce the Company to enter into this
Agreement, the Consultant
hereby represents and warrants to and agrees with the Company that the execution
and delivery of this Agreement, and the consummation by the Consultant of the
transactions herein contemplated, and the compliance by the Agent with the terms
of this
Agreement will not conflict with or result in a breach of any of the
terms, conditions or provisions of, or constitute a default under any material
note, indenture, mortgage, deed of trust, or other agreement or instrument to
which the Consultant is a party or by which the Consultant or any property of
the Consultant is bound, or to the Consultant's knowledge, any existing law,
order, rule, regulation, writ, injunction or decree of any government,
governmental instrumentality, agency or body, arbitration tribunal or court
domestic or foreign, having jurisdiction over the Consultant or any property of
the Consultant.
3. Consulting Fee. The
Company shall pay to Consultant an aggregate amount of one
hundred thousand dollars ($100,000) in cash or cash equivalents, subject to the
conditions set out in paragraph (b) following ("Conditional Cash Entitlement"), and issue to
the Consultant three hundred thousand (300,000) shares of common stock of the
Company, subject to the condition set out in paragraph (a), ("Common Stock Entitlement") for the Consulting
Services (collectively the "Consulting
Entitlements"), payable as follows:
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(a) Common Stock Entitlement: The
Company shall issue to the Consultant three hundred thousand (300,000) shares of
Common Stock immediately upon the Consultant's execution of a subscription
agreement in the form attached hereto as Exhibit A (the "Subscription Agreement") for this issuance of
Common Stock to the Consultant;
(b) Conditional Cash Entitlement:
Within sixty (60) days of the Company receiving actual payment, to the extent of
at least thirty per cent (30%) of the expected total invoiced price for sale and
delivery of a unit (or units) of equipment incorporating design or engineering
that exploits the Company's patent pending microwave technologies which sale is
for a minimum amount of $4 million and for which the Consultant had some
significant involvement in the process leading to such sale (without limitation,
such significant involvement may include identifying the purchaser or meeting
with the purchaser in the sale process) the Company shall pay to the Consultant
one hundred thousand dollars ($100,000) in cash or cash
equivalents.
4.
Indemnification.
(a) The
Company agrees to indemnify and hold harmless the Consultant against any and all
losses, claims, damages, obligations or liabilities, joint or several, to which
they or any of them may become subject under any statute or at common law and
for any legal or other expenses (including the costs of any investigation and
preparation) incurred by them in connection with any litigation, whether or not
resulting in any liability, but only insofar as such losses, claims,
damages, liabilities and litigation arise out of or are based upon a breach of
this Agreement by the Company; provided,
however, that the indemnity agreement contained in this Section 4(a)
shall not apply to any amount paid in settlement of any such litigation, if such
settlements are made without the consent of the Company.
(b) The
Consultant agrees, in the same manner and to the same extent as set forth in
Section 4(a) above, to indemnify and hold harmless the Company and the Company's
employees, accountants, attorneys and agents (the "Company's Indemnitees") arising out of this
Agreement or as a result of Consultant providing the Consulting Services to the
Company. The liability of the Consultant to:
(i) all
or any of the Company or the Company's Indemnitees under the indemnity in this
Section 4(b) or otherwise; and
(ii) to
any other person (natural or corporate, or any combination thereof) whatsoever
for all or any losses, claims, damages, obligations or liabilities, joint or
several, to which or to the extent that the Consultant may become subject under
any statute or at common law in relation to this Consultancy Agreement or any
advice or assistance provided, or not provided, by the Consultant under
it;
shall not
under any
circumstance exceed in aggregate the sum of two hundred thousand dollars
(US $200,000).
5.
Term. The term of this Agreement
shall be for the period
commencing as of the Effective
Date and ending April 5th,
2010 (the "Term"). The Term shall be
renewed for an additional year (the "Renewal Term") by either party with thirty
(30) days written notice prior to the
expiration of the Term to the other party. The terms and conditions of the
Consulting Services during the Renewal Term shall be determined by the mutual
agreement of the parties.
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6.
Termination.
(a) Either
party may terminate this Agreement upon thirty (30) days' prior written
notice.
(b) Any
termination of this Agreement pursuant to this Section shall be without
liability of any character (including, but not limited to, loss of
anticipated profits or consequential damages) on the part of any party
thereto, except that the Company shall remain obligated to pay any of the
Consulting Payments (subject to any breach of this Agreement as provided in
Section 4)that has become due and payable prior to the date of termination of
this Agreement: and the Company and the Consultant shall be obligated to pay,
respectively, all losses, claims, damages or liabilities, joint or several,
under Section 4 hereof
7.
Miscellaneous.
(a) Notice. Whenever notice is required by
the provisions of this Agreement to be given to the Company, such
notice shall be in writing, addressed to the Company, at
|
if
to Company:
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Global
Resource Corp.
0000
Xxxxxx Xxx,
Atrium
Xxx Xxxxxxxx,
Xxxxx
000,
Xx
Xxxxxx,
Xxx
Xxxxxx 000000
Xxxxxx
Xxxxxx of America
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| Attn: Xxxx Xxxxx |
Whenever
notice is required by the provisions of this Agreement to be given to the Agent,
such notice shall be given in writing, addressed to the Agent, at:
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If
to the Consultant:
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LP
(Origination) Limited
|
|
C/-
Mr. P.A. Worthington
00
Xxxxxxxxx Xxxx
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|
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Xxxxxx,
Xxxxxx, XX0 0XX
Xxxxxx
Xxxxxxx
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(b) Governing
Law. The
validity, interpretation, and construction of this Agreement
will be governed by the laws of the State of New Jersey.
(c) Counterparts. This
Agreement may be executed in any number of counterparts, each of which may be
deemed an original and all of which together will constitute one and the same
instrument.
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(d) Confidential
Information. All confidential financial or business information (except
publicly available or freely usable material otherwise obtained from another
source) respecting either party will be used solely by the other party in
connection with the within transactions, be revealed only to employees or
contractors of such other party who are necessary to the conduct of such
transactions, and be otherwise held in strict confidence.
[signature
page follows]
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IN
WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
executed as of the day and year
first above written and effective as of the Effective Date.
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COMPANY
 By: Xxxxx X.
Xxxxxxxxxxx
Managing
Director
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