EXHIBIT B AGREEMENT FOR CONSULTING SERVICES
EXHIBIT 10.5
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EXHIBIT
B
THIS CONSULTING AGREEMENT
(“Agreement”) is entered into this 15TH day of
August, 2008 by and between Earth Search Sciences, Inc. (ESSI), a Nevada
Corporation having its principal place of business at #0 - 000 Xxxxxx Xxxx Xx,
Xxxxxxxx, XX. 00000 (“Company”) and Xxx Xxxxxxx (“Consultant”) of
#312 – 0000 Xxxxxxxxx Xx., Xxxxxxxx, XX, Xxxxxx, X0X0X0
RECITALS
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Consultant
has created and developed expertise in application of management practices
for administration and marketing of oil shale hydrocarbon products,
systems and joint ventures.
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Consultant
has extensive and intimate knowledge about General Synfuels International,
Inc., a new subsidiary company of Earth Search Sciences, Inc. and its role
as a potential operating company of ESSI for the production and marketing
of hydrocarbon products and carbon dioxide
sequestration.
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Consultant
is able to arrange for the purchase and implementation of internet based
website and corporate internet communication
systems.
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Consultant
is able to assist in corporate Investor Relations practices
and responsibilities.
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Company
desires to obtain, and Consultant desires to provide these professional services
under the terms and conditions set forth in this Agreement.
AGREEMENTS
In
consideration of the mutual promises set forth herein, it is agreed by and
between Company and Consultant as follows:
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1.
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Scope of
Services. Consultant shall, upon Company’s request,
perform professional services for Company as specified upon the
terms and conditions hereinafter set
forth:
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Advise
the Company on the corporate requirements and structure of General
Synfuels International, Inc. (GSI) so as to integrate GSI into a
successful ESSI subsidiary company.
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Advise
the Company on the selection and implementation of a new internet website
and corporate communication system.
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Assist
the Company in the analysis, planning and production of corporate
executive planning documents.
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2. Place of
Work. Consultant may utilize office space and suitable
furnishings at Company’s field office, or work at Consultant’s home
offices.
3. Time Devoted to
Work. In the performance of the services, the aforesaid
services and the hours Consultant has to work on any given day shall be entirely
within Consultant's control; but Consultant agrees to put in such number of
hours as is reasonably necessary to fulfill the spirit and purpose of this
Agreement and to be reasonably available for consultation with Company employees
during normal working hours.
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4. Term. Unless sooner
terminated in accordance with the termination provisions set forth in this
Agreement the term of this Agreement shall be for a period of six (6) months
commencing on the date hereof.
5. Consultant’s
Fee. As compensation for Consultant’s services pursuant hereto
as outlined in section 1 of this agreement, the Company agrees to as
follows:
a. A
Consulting fee of $125,000 (one hundred and twenty-five thousand dollars)
payable as follows:
b. Deliver
to Consultant a wire payment for the amount of $50,000 (fifty thousand dollars)
on or before the closing date according to Consultant’s instructions. The
Company will also deliver a promissory note payable to Xxx Xxxxxxx for the
payment of $75,000 on September 15th, 2008,
and receive instruction for the payment of that note by bank wire.
6. Expenses. Consultant
shall be responsible for all his own expenses except for travel expenses to any
meeting arranged and requested by the Company.
7. Non-Eligibility. Consultant
shall not be eligible to become a member of Company's group health, life
insurance, long-term disability, or other employee plans or
benefits.
6. Duration. This
Agreement may be terminated at the election of either party by giving written
notice to the other party. Company shall notify Consultant fourteen
(14) days prior to termination except for termination for causes, i.e., for
nonprofessional conduct or personal misconduct. Consultant shall
notify Company fourteen (14) days before electing termination. This
Agreement shall be effective from this date until termination as set forth in
this paragraph or default as per section 10 of this agreement.
7. Status of
Consultant. This Agreement calls for the performance of the
services of Consultant as an independent contractor and Consultant shall not be
considered an employee of Company for any purpose.
8.
Confidentiality of
Technical and Commercial Information. Consultant shall hold in
confidence all information received from Company or generated by Consultant as
confidential, and shall not divulge the same to third parties or use it in any
way other than for accomplishing the assigned work without Company’s prior
written approval so long as and to the extent that such information is not in
the public domain, or was not in the possession of Consultant prior to receipt
from the Company. When Consultant discloses the above information to
any third party, Consultant shall obtain in advance appropriate written
nondisclosure agreements from such third parties.
9. Indemnification Consultant
specifically agrees by acceptance of this Agreement to hold harmless and
indemnify Company against all loss, liability, damage, and expenses caused by or
connected with Consultant's work such as (but not limited to) Consultant's
liability for Xxxxxxx'x Compensation, comprehensive general liability, bodily
injury, property damage, personal injury and professional
liability.
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10. Default If the
transaction set out in this Agreement does not close due to the Company’s
failure to satisfy its obligations, or due to the Company’s failure to perform
or fulfill any conditions set out in this Agreement, the Consulting fee payment
will be retained by the Consultant.
11. Taxes. Consultant
shall be fully and exclusively responsible for payment of any and all taxes,
contributions imposed by law or regulations and/or custom duties incurred in
connection with the services hereunder.
12. Notices. All
notices required or permitted under this Agreement shall be given to the
following address or address subsequently specified in writing:
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To
Earth Search Sciences, Inc.
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Attention: Xxxx
Xxxx
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#6
– 000 Xxxxxx Xxxx Xx
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Xxxxxxxx,
XX., 00000
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To
CONSULTANT
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Xxx
Xxxxxxx
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#312
– 0000 Xxxxxxxxx Xx.
Xxxxxxxx,
XX, Xxxxxx, X0X0X0
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13. Applicable
Laws: This Agreement shall be interpreted under the laws of
the State of Nevada.
14. Counterparts: This
Agreement may be executed in separate counterparts and via facsimile, each of
which is deemed to be an original and all of which taken together constitute one
and the same agreement.
15. Entire
Agreement: This Agreement constitutes and embodies the full
and complete understanding and agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior understandings whether oral
or in writing and may not be modified except by writing signed by the parties
hereto.
IN
WITNESS WHEREOF, the parties have executed this Agreement at Lakeside MT, on the
day and year first above written.
| Consultant: Xxx Xxxxxxx | Company: Earth Search Sciences, Inc. |
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/S/ XXX
XXXXXXX
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/S/ XXXX X.
XXXX
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| per Xxxx X. Xxxx, CEO |
