ASCEND RENEWABLE TECHNOLOGIES Consulting Agreement (Draft)
Exhibit
10.24
ASCEND
RENEWABLE
TECHNOLOGIES
Consulting
Agreement (Draft)
This
Agreement is made effective as of November 09, 2005, by and between Ascend
Renewable Technologies, LLC (Ascend) and Trulite. In this Agreement, the party
who is contracting to receive services shall be referred to as "Trulite", and
the party who will be providing the services shall be referred to as "Ascend".
Ascend has a background in Hydrogen Technology development, regulatory guidance
and manufacturing and is willing to provide services to Trulite based on this
background. Trulite desires to have services provided by Ascend.
Therefore,
the parties agree as follows:
| 1. |
DESCRIPTION
OF SERVICES. Beginning
on November 9, 2005 Ascend will provide the following services
(collectively, the "Services"):
|
| a. |
Complete
assessment of the technology based on the current
design.
|
| i. |
Design
and integration approach
|
| ii. |
Product
reliability and testing procedures
|
| iii. |
Design
for manufacturing and assembly
|
| b. |
Product
Life Testing Assessment.
|
| c. |
Product
Certification and Regulatory Compliance
Strategy
|
| d. |
Facilities
and Manufacturing Review
|
| e. |
Supply
Chain Management Strategies
|
| f. |
Future
technology and integration development.
|
| 2. |
PERFORMANCE
OF SERVICES.
Services
are to be performed and the specific hours to be worked by Ascend shall
be
determined by Ascend. Trulite will rely on Ascend to work as many hours
as
may be reasonably necessary to fulfill Ascend’s obligations under this
Agreement.
|
| 3. |
COMPENSATION.
Trulite
will pay an hourly fee to Ascend for the Services in the amount of
$68.00
per hour with an expected monthly average of 120 hours per month. In
addition, Trulite will provide an option grant of 6000 shares of Trulite
common stock. The stock option will vest at 1000 shares each month
over 6
months, pending Trulite Board approval. Barring Board approval of the
accelerated schedule, the stock will vest according to the approved
4 year
schedule per the company’s stock option plan.
|
| 4. |
PAYMENT.
Ascend
will provide a detailed weekly time sheet and invoice for Services
performed, due in thirty days from invoice
date
|
| 5. |
EXPENSE
REIMBURSEMENT. Ascend
shall be entitled to reimbursement from Trulite for the following "out-of
pocket" expenses: project materials and travel expenses as necessary
to
fulfill Ascend’s obligations under this Agreement.
|
| 6. |
TERM/TERMINATION.
Trulite
may terminate this Agreement at any time by providing 30 working days’
written notice to Ascend. Ascend may terminate this Agreement at any
time
by providing 30 working days’ written notice to
Trulite.
|
| 7. |
RELATIONSHIP
OF PARTIES. It
is understood by the parties that Ascend is an independent contractor
with
respect to Trulite, and not an employee of Trulite. Trulite will not
provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Ascend.
|
Initials:
________ ________
| 8. |
DISCLOSURE.
Ascend
is required to disclose any outside activities or interests, including
ownership or participation in the development of prior inventions,
that
conflict or may conflict with the best interests of Trulite. Prompt
disclosure is required under this paragraph if the activity or interest
is
related, directly or indirectly, to a product or product line of Trulite,
a manufacturing process of Trulite or any activity that Ascend may
be
involved on behalf of Trulite.
|
| 9. |
EMPLOYEES.
Ascend’s
employees, if any, who perform services for Trulite under this Agreement,
shall also be bound by the provisions of this
Agreement.
|
| 10. |
ASSIGNMENT.
From
time to time Ascend may utilize subcontractors in the fulfillment of
its
obligations under this Agreement. Trulite understands this and permits
Ascend at its discretion to assign or transfer obligations under this
Agreement to another person, firm, or corporation as required without
the
prior written consent of Trulite. Any such entity that performs services
for Ascend under this Agreement shall also be bound by the provisions
of
this Agreement.
|
| 11. |
INTELLECTUAL
PROPERTY. The
following provisions shall apply with respect to copyrightable works,
ideas, discoveries, inventions, applications for patents, and patents
(collectively, "Intellectual Property"): Any inventions or improvements,
and any new items of Intellectual Property discovered or developed
by
Ascend (or Ascend’s employees or subcontractors, if any) relative to
Trulite’s products or technology during the term of this Agreement shall
be the property of Trulite. Ascend shall sign all documents necessary
to
perfect the rights of Trulite in such Intellectual Property, including
the
filing and/or prosecution of any applications for copyrights or patents.
Upon request and at the sole expense of Trulite, Ascend will from time
to
time, during and after the term of this Agreement, make applications
upon
such Intellectual Property through attorneys and representatives
designated by Trulite for Letters Patent in the United States and/or
in
other countries and shall assign such applications to Trulite. Ascend
shall give Trulite’s attorneys and representatives all reasonable
assistance in preparing said applications and from time to time, upon
request, shall execute all papers and do all things that may reasonably
be
required to protect the rights of Trulite and vest in Trulite title
and
all rights to the Intellectual Property and such Letters
Patent.
|
| 12. |
CONFIDENTIALITY.
Trulite
recognizes that Ascend has and will have the following information:
inventions, machinery, products, prices, apparatus, costs, future plans,
business affairs, process information, trade secrets, technical
information, product design information, copyrights and other proprietary
information (collectively, "Information") which are valuable, special
and
unique assets of Trulite and need to be protected from improper
disclosure. In consideration for the disclosure of the Information,
Ascend
agrees that Ascend will not at any time or in any manner, either directly
or indirectly, use any Information for Ascend’s own benefit, or divulge,
disclose, or communicate in any manner any Information to any third
party
without the prior written consent of Trulite. Ascend will protect the
Information and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this
Agreement.
|
Trulite
also understands that this consulting agreement is confidential and shall not
disclose any part of this agreement to any parties other that Trulite or its
subsidiary’s
| 13. |
CONFIDENTIALITY
AFTER TERMINATION. The
confidentiality provisions of this Agreement shall remain in full force
and effect after the termination of this
Agreement.
|
| 14. |
RETURN
OF RECORDS. Upon
termination of this Agreement, Ascend shall deliver all records, notes,
data, memoranda, models, and equipment of any nature that are in Ascends
possession or under Ascend’s control and that are Trulite's property or
relate to Trulite's business.
|
| 15. |
NOTICES.
All
notices required or permitted under this Agreement shall be in writing
and
shall be deemed delivered when delivered in person or deposited in
the
United States mail, postage prepaid, addressed as follows: IF for
Ascend:
|
Ascend
Consulting
President:
Xxx Xxxxxxx
0000
Xxxxxx Xxxxxx Xx.
Xxxxxxx
Xxxxxxx, XX. 00000
IF
for
Trulite:
00000
Xxxxx Xxxxxxxxxxxxx Xxx
Xxxxxxxxx,
XX 00000
Such
addresses may be changed from time to time by either party by providing written
notice to the other in the manner set forth above.
| 16. |
ENTIRE
AGREEMENT. This
Agreement contains the entire agreement of the parties and there are
no
other promises or conditions in any other agreement whether oral or
written. This Agreement supersedes any prior written or oral agreements
between the parties.
|
| 17. |
AMENDMENT.
This
Agreement may be modified or amended if the amendment is made in writing
and is signed by both parties.
|
| 18. |
SEVERABILITY.
If
any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue
to
be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be
deemed
to be written, construed, and enforced as so
limited.
|
| 19. |
WAIVER
OF CONTRACTUAL RIGHT. The
failure of either party to enforce any provision of this Agreement
shall
not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision
of
this Agreement.
|
| 20. |
APPLICABLE
LAW. This
Agreement shall be governed by the laws of the State of
California.
|
In
witness whereof, the parties hereto have executed this Agreement as of the
date
first above written.
ACCEPTED
AND AGREED:
Party
receiving services:
Trulite,
Inc.
By:
_____/s/
Xxxxx Shurtleff_______________________________________________
Title______Vice
President of Technology___________________________________________
Party
providing services:
Ascend
Renewable Technologies
By:
________/s/
Xxx Pearson____________________________________________
Title_________President________________________________________
