EXHIBIT 10.35
CONSULTING AGREEMENT
This Agreement is effective as of September 22, 2003 by and between Power
Efficiency Corporation (the "Company") and Xxxxxxx X. Xxxxxxxxx (the
"Consultant").
The Company and the Consultant agree as follows:
1. SERVICES
The Consultant shall provide consulting services to the Company as may
be requested by the Company's Chief Executive Officer. The Consultant
shall be engaged by the Company as a consultant only and shall not have
the authority to bind the Company.
2. COMPENSATION
As full consideration for the consulting services provided by the
Consultant, the Company shall pay to the Consultant: (i) the amount of
$4,000 per month, half payable on the 15th day and half payable on the
last day of each month, and (ii) $7,000 per month accrued and payable
at the rate of 5% of all cash raised through the issuance of debt or
equity. No money received by the Company (i) from Summit Energy
Ventures, LLC, a Delaware limited liability company, or (ii) pursuant
to the Regulation S Stock Purchase Agreement dated April 23, 2003
between the Company and Starz Investments Limited, shall cause any of
the accrued amounts to become payable. In addition to the foregoing
amount, the Company shall promptly reimburse the Consultant for all
reasonable and necessary expenses (pre-approved and in writing)
incurred by the Consultant in providing consulting services under this
Agreement. Reimbursement for such expenses shall be made to Consultant
within 45 days of receipt by Company of invoices and receipts
substantiating such expenditures and detailing the services provided.
3. COMPETITION
The Consultant represents to the Company that the Consultant does not
have any agreement to provide consulting services to any other party,
firm, or company on matters relating to the business of the Company,
and will not enter into any such agreement during the term of this
Agreement.
4. TERM AND TERMINATION
Without limiting any rights which either party to this Agreement may
have by reason of any default by the other party, each party reserves
the right to terminate this Agreement at its convenience by written
notice given to the other party. Such termination shall be effective
upon the date not earlier than 30 days following the date of such
notice as shall be specified in said notice.
5. MISCELLANEOUS
a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns
of the parties, as the case may be; provided, however, the obligations
hereunder of each party to the other are personal and may not be
assigned without the express written consent of such other party.
b. The relationship created by this Agreement shall be that of independent
contractor, and the Consultant shall have no authority to bind or act
as agent for the Company or its employees for any purpose.
c. Except for agreement relating to confidentiality, this Agreement
replaces all previous agreements and the discussions relating to the
subject matters hereof and constitutes the entire agreement between the
Company and the Consultant with respect to the subject matters of this
Agreement. This Agreement may not be modified in any respect by any
verbal statement, representation, or agreement made by any employee,
officer, or representative of the Company, or by any written documents
unless it is signed by an officer of the Company and by the Consultant.
IN WITNESS WHEREOF, the parties have executed this Consulting
Agreement effective the date first stated above.
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POWER EFFICIENCY CORPORATION, a Delaware Corporation Xxxxxxx X. Xxxxxxxxx, individually
By: _______________________________ ___________________________________
Name: Xxxxxxx Xxxx
Title: Chief Executive Officer
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Signature page to the Consulting Agreement dated September 22, 2003.
