Exhibit 4.2
CONSULTING AGREEMENT
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AGREEMENT, made this THURSDAY, 12TH DAY OF JUNE, 2003 by and between ALTERNATE
ENERGY CORP. hereinafter "the Company" and DR IGOR IITCHEV, hereinafter the
"Consultant".
WHEREAS, the Company desires to obtain Consultant's services in connection with
the Company's business affairs and Consultant is willing to undertake to provide
such services as hereinafter fully set forth;
AND WHERAS, the Consultant has substantial experience in the areas of financial
consulting, the identification and negotiation of mergers and acquisitions and
public relations;
WITNESSETH
NOW THEREFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be fore a twelve
(12) month period commencing upon the execution hereof by all parties.
2. NATURE OF SERVICES: During the term of this Agreement Consultant
shall provide, inter alia, the following services and do the following things in
a timely manner:
a.) It is understood that the consultant will be representing the
Company and its products in Europe and Asia and will build a selling
group in those areas. The expenses for such representation will be at
the cost to the consultant and not to the Company. It is the expressed
intention to proceed with this on a timely basis.
7. IT IS AGREED that the Consultant's services will not include any
services that constitute the rendering of legal opinions or performance of work
that is in the ordinary purview of a certified public accountant or any work
that is the ordinary purview of a registered broker/dealer. Further the
Consultant's services will not include anything that would be construed as being
in connection with the offer or sale of securities in a capital raising
transaction or directly or indirectly promoting or maintaining a market for the
Company's securities.
8. COMPENSATION: The Company agrees to compensate the Consultant as
follows:
b. Upon execution of this Agreement, the Company shall issue to
Consultant 655,000 shares (Six Hundred and Fifty Five
Thousand) of the Company's common stock. Such shares shall be
immediately filed under a S8 registration by AEC.
9. LIABILITY OF CONSULTANT: In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor any
officer, director or agent thereof shall be liable to the Company or its
creditors for errors of judgment or for anything except malfeasance, bad faith
or gross negligence in the performance of its duties or reckless disregard of
its obligations and duties under the terms of this agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as herein provided, Consultant shall not be accountable for any
loss suffered by the Company by reason of Company's actions or non-action on the
basis of any advice, recommendation or approval of Consultant, its employees or
agents.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by management
contained in press releases or other communications, including but not limited
to, filings with the Securities and Exchange Commission and the National
Association of Securities Dealers.
7. CONFIDENTIALITY: During the term of this Agreement, the Company may
disclose or make known to the Consultant, and the Consultant may be given access
to or may become acquainted with, certain information, trade secrets or both,
all relating to or useful in the Company's business or the business of its
Affiliates, and which the Company considers proprietary and desires to maintain
confidential. The Consultant may be required to assemble certain data in various
forms at the direction of the Company. All such information, trade secrets, data
and the like, in any and all forms, whether previously existing or prepared by
the Consultant, are hereinafter collectively referred to as "Information."
8. INDEMNIFICATION: The Consultant shall indemnify, defend and hold
harmless the Company from and against all claims, losses, costs, damages and
expenses, including, without limitation, attorneys' fees and costs, incurred by
the Company resulting from or arising in connection with any intentional or
willful misconduct by the Consultant arising out of or related to the
Consultant's activities under this Agreement. This section shall survive
termination of this Agreement regardless of the reason for such termination.
The Company shall indemnify, defend and hold harmless the Consultant
from and against all claims, losses, costs, damages and expenses, including,
without limitation, attorneys' fees and costs, incurred by the Consultant
resulting from or arising in connection with any intentional or willful
misconduct by the Company or any misrepresentation or concealment of a material
fact supplied in written materials provided by Company to the Consultant for use
in performing the Consultant's duties hereunder. This section shall survive
termination of this Agreement regardless of the reason for such termination.
9. BREACH OF CONTRACT: The sole remedy of the Company in respect of any
material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of five (5) days prior written notice, in which event
all unexercised or partially exercised options shall be null and void and of no
effect.
10. INDEPENDENT CONTRACTOR: The Consultant is and shall be an
independent contractor and is not and shall not be deemed or construed to be an
employee of the Company by virtue of this Agreement. Neither the Consultant nor
the Company shall hold the Consultant out as an agent, partner, officer,
director, or other employee of the Company in connection with this Agreement or
the performance of any of the duties, obligations or performances contemplated
hereby and the Consultant further specifically disclaims any and all rights to
any equity interest in or a partnership with the Company by virtue of this
Agreement or any of the transactions contemplated hereby.
11. HEADINGS: The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
12. SEVERABILITY: If any provision of this Agreement or any other
agreement entered into pursuant thereto is contrary to, prohibited by or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible. If any provision of this Agreement may be
construed in two or more ways, one of which would render the provision invalid
or otherwise voidable or unenforceable and another of which would render the
provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable. Without limiting the generality of the
foregoing, in the event the duration, scope or geographic area contemplated by
this Agreement are determined to be unenforceable by a court of competent
jurisdiction, the parties agree that such duration, scope or geographic area
shall be deemed to be reduced to the greatest scope, duration or geographic area
which will be enforceable.
13. NOTICES: All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including
electronic transmission) and shall be (as elected by the person giving such
notice) hand delivered by messenger or courier service, electronically
transmitted, or mailed (airmail if international) by registered or certified
mail (postage prepaid), return receipt requested, addressed to:
COMPANY:
Alternate Energy Corp.
0000 Xxxxx Xxxxxxx Xxxx, Xxxx 000
Xxxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
CONSULTANT:
Xx. Xxxx Xxxxxxxx
000 Xxxxxxxx Xxxxxx Xxxx, Xxxx 0000
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
15. MISCELLANEOUS:
d. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company.
e. This Agreement and any additional agreements executed
concurrently therewith represent the entire understanding and
agreement between the parties with respect to the subject
matter hereof, and supersede all other negotiations,
understandings and representations (if any) made by and
between such parties.
f. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with
the rules and under the auspices of the American Arbitration
Association; and any arbitration shall be conducted in the
city of Fort Lauderdale in the State of Florida.
IN WITNESS WHEREOF, the authorized representatives of the parties
hereto have executed this Agreement as of the date set forth above.
ALTERNATE ENERGY CORP.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chairman & CEO
CONSULTANT
/s/ Xxxx Xxxxxxxx
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Xx. Xxxx Xxxxxxxx
