Consultancy Agreement
Xxxxx
XX
Clenergen
Corporation
0000
Xxxxx Xxxx, Xxxxx 000
Xxxxxxx
Xxxxx, Xxxxxxx 00000
XXX
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January
24, 2011
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Dear
Xxxx
Further
to our recent discussions, I write to confirm the terms and conditions upon
which Xxxxx Financial Management Limited ("the Consultant") agrees provide
continuing consultancy services to Clenergen Corporation ("the
Company"):
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1.
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TERM
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This
agreement will be effective 7th April
2010 and will supercede any other consulting agreements that may have been
entered into between the Consultant, Xxx Xxxxx or the Company. It will be for an
initial period of 12 months to 31 March 2011, unless terminated by either party
giving three months notice in writing delivered to the other party at the last
known trading address or registered office of the other company. Both
parties agree to review the agreement during March 2011 with a view to either
entering into a new agreement or extending this agreement.
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2.
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CONSULTANCY
SERVICES
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The
Consultant will provide general senior management services to the Company. The
services provided will include, but not be limited to, those associated with
acting as CEO for the Company, including but not limited to:-
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·
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Working
with the chairman of the Company to raise investment including creating
suitable financial marketing collateral to support investor
meetings.
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·
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Overseeing
the operational roll out of projects and driving them to profitability.
This will include the recruitment of senior personnel and the setting of
key objectives.
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·
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Working
closely with senior management to ensure more accurate, timely reporting
is achieved and ensuring that USA SEC reporting requirements are
met.
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·
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Introducing
controls and procedures appropriate for a public
company.
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3.
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CONTACT
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During
the term of the agreement, the Consultant will fully and adequately report to
Xxxx Xxxxx, Chairman of the Company, in the performance of its
duties.
Xxxxx Financial
Management Limited, Hedgerows, 0 Xxxxx Xxxx, Xxxxxxxx Xxxxx, Xxxxx, XX0
0XX, XX, Tel: 00000 000000
Registered
in England and Wales No 7042821
Xxxxx
XX
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4.
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STATUS
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4.1
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The
parties declare that it is their intention that the services to be
performed under this agreement may be carried out by any employee of the
Consultant (such employee however to be a suitably qualified and
experienced individual as well as having experience of bringing a company
to London’s AIM stock market and that the work shall be carried out both
at the offices of the Consultant and at the international offices of the
Company. No employee of the Consultant shall be deemed to be an employee,
agent or partner of the Company. It is agreed that the Consultant shall be
responsible for all tax liabilities and national insurance or other
similar contributions in respect of its own employees and the Consultant
agrees, in relation to all of its employees, to indemnify the Company
against all demands for income tax, national insurance contribution,
penalties and interest made against them in respect of the Consultant’s
services hereunder.
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4.2
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Whilst
all due skill and care will be exercised by the Consultant in carrying out
the services for the Company, the Consultant is not registered as an
business consultancy practice and does not carry professional indemnity
insurance in respect of its work. The Company agrees that it will not hold
the Consultant or any of its employees liable in any way and indemnifies
the Consultant in full against all and any liabilities arising in the
course of carrying out the services hereunder for the Company. The Company
acknowledges that the Consultant is not
regulated.
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5.
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TERMS
AND PAYMENT
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5.1
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The
Consultant will invoice the Company at the rate of £10,000 per month (the
“Full Rate”) (or at the corresponding pro rata amount) at the start of
each month. The Company agrees to make payment within 7 calendar days of
each invoice date. In additional the Consultant will be entitled to enjoy
UK public holidays and up to 5 weeks paid holiday (on a pro rata basis)
per annum.
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5.2
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However,
the Consultant and the Company recognize that that the level of payment
for consultancy services may be varied by mutual consent (including an
exchange of e-mails) and due to cash flow constraints the payment of the
Full Rate may not always be payable. It is currently envisaged that the
Company will be able to pay according to the following
table:
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Month
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Monthly
Fee
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April
to October 2010
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£ | 3,500 | ||
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November
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£ | 5,000 | ||
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December
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£ | 6,000 | ||
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January
2011
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£ | 7,000 | ||
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February
2011
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£ | 8,000 | ||
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March
2011
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£ | 9,000 | ||
Xxxxx Financial
Management Limited, Hedgerows, 0 Xxxxx Xxxx, Xxxxxxxx Xxxxx, Xxxxx, XX0
0XX, XX, Tel: 00000
000000
Registered
in England and Wales No 7042821
Xxxxx
XX
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6.
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TRAVELLING
EXPENSES
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The
Company will reimburse reasonable travelling and other out-of-pocket expenses to
the Consultant, in line with the Company expense policy from time to
time.
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7.
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CONFIDENTIAL
INFORMATION
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7.1 Both
parties agree that they will at all times (both during the term of this
agreement and after its termination) keep confidential, and will not use (other
than strictly for the purposes of this agreement) and will not without the prior
written consent of the other party disclose to any third party any confidential
information, unless the information:
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·
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was
public knowledge or already known to the receiving party at the time of
disclosure; or
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·
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subsequently
becomes public knowledge other than by breach of this agreement;
or
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·
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subsequently
comes lawfully into the possession of the receiving party from a third
party;
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·
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is
required to be disclosed by any public or government
authority.
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7.2
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To
the extent necessary to implement the provisions of this agreement each
party may disclose confidential information to any of its
employees.
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7.3
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All
documents and other records (in whatever form) containing confidential
information received from the other party shall be returned promptly to
the other party on termination of this
agreement.
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7.4
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These
restrictions shall continue to apply after the termination of this
agreement for a period of one year.
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8.
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LAW
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1.1
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This
Agreement constitutes the entire agreement between the parties and is
governed by the laws of England and Wales. The parties hereby submit to
the exclusive jurisdiction of the English
courts.
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I would
be grateful if you could sign the duplicate copies of this agreement to indicate
acceptance of these terms and return both copies to me. I will then countersign
both copies and return one copy to you for your records.
Yours
sincerely
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/s/ Xxx Xxxxx
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Xxx
Xxxxx, Director (for and on behalf of Xxxxx Financial Management
Limited)
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I
acknowledge receipt of the above agreement and hereby agree to the terms and
conditions contained therein.
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/s/Xxxx Xxxxx
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Xxxx
Xxxxx, Executive Chairman (for and on behalf of Clenergen
Corporation)
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Xxxxx Financial
Management Limited, Hedgerows, 0 Xxxxx Xxxx, Xxxxxxxx Xxxxx, Xxxxx, XX0
0XX, XX, Tel: 00000 000000
Registered
in England and Wales No 7042821
