Exhibit 10.29
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") effective as of September
11, 2007, by and between BRIGHTEC, INC., a Nevada corporation (the "Company"),
and XXXXXXX XXXXX, Trustee of Xxxxxxx Xxxxx Revocable Trust, located at 00 Xxxxx
Xxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 -USA (the "Consultant"). For the purposes
of this Agreement, either of the above shall be referred to as a "Party" and
collectively as the "Parties".
RECITAL:
WHEREAS, the Company desires to retain the Consultant for the term
specified herein in order to advance the business and interests of the Company
on the terms and conditions set forth herein and the Consultant desires to be
retained by the Company to provide the services set forth herein.
AGREEMENT:
Now, therefore, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement, the Parties
hereto agree as follows:
1. APPOINTMENT. The Company agrees to retain the Consultant to
provide the services as set forth in Section 2 hereto and the Consultant agrees
to accept such engagement and to provide the Services to the Company, upon the
terms and subject to the conditions set forth in this Agreement.
2. SERVICES.
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(a) Nature of Services. During the term of this Agreement, the
Consultant shall provide advice to, undertake for, and consult with the Company
on certain matters pertaining to the Company's business as shall be specified
from time to time by the Company's President and/or such other officer(s) as the
Company's Board of Directors shall designate to have principal responsibility
for the operation of the business. Such matters shall include advice with
respect to the Company's operations, executive employment issues, employee
staffing, strategy, capital structure and other matters pertaining to the
business as shall be specified from time to time by the Company's President
and/or such other officer (collectively, the "Services").
(b) Scope of Services. The Consultant acknowledges and understands
that solely an authorized officer of the Company shall have the authority to
execute documents on behalf of the Company. The Consultant may make
recommendations to the Company's officers in connection with such documents, but
shall have no authority or discretion to execute any documents on behalf of the
Company. The Consultant will submit any documents to the Company's President or
Chief Executive Officer for execution by an authorized officer of the Company.
3. COMPENSATION. For the Services rendered and performed by the
Consultant during the term of this Agreement, the Company shall pay to the
Consultant on the date of this Agreement two million (2,000,000) restricted
shares of the Company's common stock, par value $0.001 per share (the "Shares").
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4. TERM; TERMINATION; EFFECT OF TERMINATION.
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(a) Term. The Company shall retain the Consultant for a period of
two (2) years from the date hereof unless terminated sooner pursuant to the
provisions of this Agreement (the "Consulting Period").
(b) Termination. The Consultant's consulting hereunder shall
terminate upon the occurrence of any of the following (each, a "Termination"):
(i) upon the death of the Consultant; however, that for purposes of this
Agreement, the effective date of such Termination based upon the death of the
Consultant shall be deemed to have occurred on the last day of the month in
which the death of the Consultant shall have occurred; (ii) the Consultant is
unable to perform the essential functions of his position, with or without
reasonable accommodation, for a period in excess of twelve (12) weeks during the
previous twelve (12) months, due to a physical or mental illness, disability or
condition, and the Company provides written notice of Termination in accordance
with Section 12 herein) to the Consultant at the end of any calendar month
stating such fact; (c) the Company may terminate the Consultant with or without
cause by providing written notice of such Termination to the Consultant, the
effective date of which shall be specified in the notice and may be immediate;
or (d) by mutual agreement between the Parties.
(c) Effect of Termination. The Parties hereby agree and
acknowledge that the Consultant shall be entitled to receive and retain all
rights to and interests in the Shares (subject to Section 5 herein below) so
long as he provides the Services to the Company for the full two (2) years of
the Consulting Period. In the event of early Termination for any reason as
contemplated by Section 4(b) above, the Consultant (or his estate, upon the
occurrence of an event contemplated by Sections 4(b)(i)-(ii) above) shall,
within five (5) days of the effectiveness of such Termination, relinquish all
rights to and interests in, and surrender all certificates to the Company
representing the pro rata number of the Shares calculated based on the number of
days remaining in the full two (2) year Consulting Period. For example purposes
only, if the effectiveness of early Termination occurs on the eighteen (18)
month anniversary of this Agreement, the Consultant shall be required to
relinquish five hundred thousand (500,000) Shares to the Company.
5. LOCKUP PROVISION; RESTRICTED SHARES.
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(a) The Consultant hereby agrees that he will not, directly or
indirectly, without the prior written consent of the Company, issue, offer,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of the Shares during the Consulting Period; provided, however, that this
provision shall not apply to that pro rata number of Shares calculated based on
the number of days elapsed on the date of such disposition from the date of this
Agreement. For example purposes only, if the Consultant desires to sell Shares
on the six (6) month anniversary of this Agreement, the Consultant shall only be
able to sell five hundred thousand (500,000) Shares.
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(b) The Consultant acknowledges and understands that none of the
Shares have been registered under the Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any State in reliance upon
exemptions therefrom for private offerings. The Consultant understands that the
Shares must be held indefinitely unless the sale thereof is subsequently
registered under the Securities Act and applicable State securities laws or
exemptions from such registration are available. The Consultant further
understands that the Company has no obligation to repurchase Shares. The Shares
will bear a legend stating that the Shares have not been registered under the
Securities Act or State securities laws and they may not be resold unless they
are registered under the Securities Act and applicable State securities laws or
exempt therefrom.
6. EXPENSES. The Company shall reimburse the Consultant for the
Consultant's reasonable expenses incurred on the Company's behalf in connection
with the performance of the services, including, but not limited to, telephone
charges, postage, printing, travel, entertainment, facsimile charges Federal
Express charges, or any other expenses attributable to the Consultant's services
provided herein, provided, however, that the Consultant has received the
Company's prior written consent to reimburse the Consultant for such expenses.
7. CONFIDENTIALLY. The Consultant agrees that at all times during
and after the Consulting Period, the Consultant shall (i) hold in confidence and
refrain from disclosing to any other party all information, whether written or
oral, tangible or intangible, of a private, secret, proprietary or confidential
nature, of or concerning the Company and their business and operations, and all
files, letters, memoranda, reports, records, computer disks or other computer
storage medium, data, models or any photographic or other tangible materials
containing such information (the "Confidential Information"), including without
limitation, any sales, promotional or marketing plans, programs, techniques,
practices or strategies, any expansion plans (including existing and entry into
new geographic and/or product markets), any customer lists, any operational and
management guidelines, any corporate and commercial policies, any cost, pricing
or other financial data or projections, and the identity and background of any
customer, prospect or supplier, (ii) use the Confidential Information solely in
connection with her consulting relationship with the Company and for no other
purpose, (iii) take all precautions necessary to ensure that the Confidential
Information shall not be, or be permitted to be, shown, copied or disclosed to
third parties, without the prior written consent of the Company, and (iv)
observe all security policies implemented by the Company from time to time with
respect to the Confidential Information. Confidential Information shall not
include any information which becomes generally available to the public or
lawfully obtainable from other sources (except by reason of any unauthorized
disclosure by the Consultant). In the event that the Consultant is ordered to
disclose any Confidential Information, whether in a legal or regulatory
proceeding or otherwise, the Consultant shall provide the Company with prompt
notice of such request or order so that the Company may seek to prevent
disclosure. In the case of any disclosure, the Consultant shall disclose only
that portion of the Confidential Information that he is ordered to disclose.
8. NO TRADE. The Consultant acknowledges that he may receive
information of the Company during the course of providing the Services to the
Company that is material, non- public information concerning the Company and the
Consultant further acknowledges and agrees that he shall not trade in securities
of the Company while possessing such material, non-public information of
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the Company. The Consultant hereby agrees to comply with all applicable federal
and state securities laws with respect to trading in securities of the Company.
federal and state securities laws with respect to trading in securities of the
Company.
9. INDEMNIFICATION.
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(a) Consultant. The Consultant, to the fullest extent permitted by
law, agrees to defend, to hold harmless and to indemnify the Company against all
claims, losses, liability, damages and expenses directly caused by or directly
resulting from the Services performed by the Consultant hereunder. It is
understood that the intent of this provision is to absolve and protect the
Company from any loss, liability, damage and expense directly caused by or
connected with the work and/or actions of the Consultant hereunder without fault
of the Company.
(b) Company. The Company to the fullest extent permitted by law,
agrees to defend, to hold harmless and to indemnify the Consultant against all
claims, losses, liability, damages and expenses directly caused by or directly
resulting from the Services performed by the Company hereunder. It is understood
that the intent of this provision is to absolve and protect the Consultant from
any loss, liability, damage and expense directly caused by or connected with the
work and/or actions of the Company hereunder without fault of the Consultant.
10. INDEPENDENT CONTRACTOR. It is expressly acknowledged and
agreed that the relationship between the Company and the Consultant shall be
that of an independent contractor. Nothing in this Agreement shall be deemed to
create a partnership, joint venture or any employer/employee relationship
between the parties hereto. Consultant shall have no authority to enter into any
contracts, agreements, or other binding arrangements on behalf of the Company,
nor shall Consultant hold himself out as having such authority, unless
specifically authorized in writing to do so by an officer of the Company. All
taxes and personal expenses are the full responsibility of the Consultant.
11. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the Parties. This Agreement is non-exclusive and cannot be modified of
changed, nor can any of its provisions be waived, except by written agreement
signed by all Parties.
12. NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed given if
delivered by certified or registered mail (first class postage pre-paid),
guaranteed overnight delivery or facsimile transmission if such transmission is
confirmed by delivery by certified or registered mail (first class postage
pre-paid) or guaranteed overnight delivery to, the following addresses and
telecopy numbers (or to such other addresses or telecopy numbers which such
party shall designate in writing to the other parties): (a) if to the Company,
to the following address: 0x Xxxxxxxx Xxxxxx S., First Floor, South Natick,
Massachusetts 01760 and (b) if to the Consultant, to the address designated in
the signature block for the Consultant.
13. COUNTERPARTS. A facsimile or other reproduction of this
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
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one and the same instrument. The executed copy of this Agreement shall be valid
and binding upon a Party when transmitted by facsimile to the other Party. At
the request of any Party hereto, all Parties agree to execute an original of
this Agreement, as well as, any facsimile, or other reproduction hereof. copy of
this Agreement shall be valid and binding upon a Party when transmitted by
facsimile to the other Party. At the request of any Party hereto, all Parties
agree to execute an original of this Agreement, as well as, any facsimile, or
other reproduction hereof.
14. GOVERNING LAW. This Consulting Agreement shall be governed by
the State of Nevada without reference to the conflict of law principals thereof.
In the even of any dispute as to the terms of this Agreement, the prevailing
Party in any litigation shall be entitled to reasonable attorney's fees.
[Signature Page To Follow]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date written above.
THE COMPANY:
BRIGHTEC, INC.,
a Nevada Company
By: /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Title: President and CEO
THE CONSULTANT:
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Trustee of Xxxxxxx Xxxxx
Revocable Trust
Address: 00 Xxxxx Xxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXX
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INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
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ORIGINATION DATE SEPTEMBER 11, 2007
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RESTRICTED
NUMBER SHARES
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Brightec, Inc.
2782 Cusip No. 10921P 10 9 *2,000,000*
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AUTHORIZED COMMON STOCK: 100,000,000 SHARES o PAR VALUE $.001
THIS CERTIFIES THAT **XXXXXXX X XXXXX REVOCABLE TRUST***
IS THE RECORD HOLDER OF **TWO MILLION**
Shares of ADVANCED LUMITECH, INC. Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney under surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated: SEPTEMBER 11, 2007
THESE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS
TO SECURITIES UNDER SAID ACT OR
PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT
REQUIRED.
/s/ XXXXXXXX XXXXXXX /s/ [illegible]
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Secretary
[CORPORATE SEAL]
ADVANCED LUMITECH, INC.
CORPORATE
SEAL
NEVADA
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COUNTERSIGNED AND REGISTERED
NATIONAL STOCK TRANSFER, INC.
0000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000
By: /s/ [illegible]
TRANSFER AGENT AND REGISTRAR - AUTHORIZED SIGNATURE
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