CONSULTING SERVICES AGREEMENT
Consulting Services Agreement
(this "Agreement") dated as of July 16, 2009 ("Effective Date") between Lotus
Asset Management, LLC ("Consultant") and Management Energy, Inc., a Nevada
corporation (“MGMT”).
WHEREAS, MGMT wishes to engage
the Consultant to provide the Services (as defined below) on the terms and
conditions set forth herein and the Consultant wishes to be so
retained;
NOW THEREFORE, in
consideration of the premises and of the mutual covenants, conditions and
agreements contained herein, the parties agree as follows:
ARTICLE
ONE
CONSULTING
SERVICES
1.1 Engagement. MGMT hereby
agrees to engage the Consultant to perform the Services set forth in Schedule 1
hereto for the benefit of MGMT and the Consultant agrees to perform such
Services on the terms and conditions set forth herein.
1.2 Reporting. MGMT
shall have the right to request written reports at any time during the term of
this Agreement, which shall be furnished within 5 business days after such
request, describing the progress, status of, data, costs and other matters
pertaining to the Services as MGMT shall request. MGMT may freely utilize all
such information arising out of the performance of the Services under this
Agreement in any manner desired.
1.3 Location. The
Services shall be performed at such place or places and at such time or times,
as MGMT and Consultant shall reasonably agree.
ARTICLE
TWO
COMPENSATION
2.1 Compensation. MGMT
will pay to Consultant cash compensation of twenty thousand dollars ($20,000)
per month.
2.2 Reimbursement. MGMT will
reimburse Consultant for any and all reasonable expenses incurred by Consultant
in connection with Consultant's performance of the Services; provided, however,
that expenses must be pre-approved by MGMT and otherwise adhere to control
procedures implemented by MGMT. All requests for reimbursement for expenses must
be accompanied by documentation in form and detail satisfactory to
MGMT.
2.3 Invoicing. Consultant will
provide MGMT with monthly invoices for the performance of Services
hereunder. Invoices will itemize all reimbursable costs
incurred. Invoices will be payable by MGMT within thirty (30) days of
receipt.
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ARTICLE
THREE
WARRANTIES
AND COVENANTS
3.1 Consultant’s
Warranties. The Consultant
represents and warrants:
(a) Consultant has not entered into any
agreement, whether written or oral, in conflict with this Agreement;
and
(b) Consultant has the full power and
authority to enter into this Agreement.
3.2 Consultant’s
Covenants. Consultant:
(a) shall act as an independent
contractor with no authority to obligate MGMT by contract or otherwise and not
as an employee or officer of MGMT;
(b) shall exercise only such powers and
perform such duties as may from time to time be vested in Consultant or assigned
to Consultant by MGMT;
(c) shall perform the Services to MGMT
to the best of Consultant’s skill and ability;
(d) shall comply with all standards of
safety, take due regard and comply with the safety regulations of MGMT and all
statutory provisions in effect and report to MGMT any incident which could give
rise to unsafe working conditions or practices;
(e) shall not assign or subcontract
performance of this Agreement or any of the Services to any person, firm,
company or organization without MGMT’s prior written consent;
(f) shall not , during the term of this
Agreement or a period of one year thereafter, recruit, solicit or induce any
MGMT employee or business relationship to terminate their employment
or relationship with MGMT;
(g) shall not, during the term of this
Agreement, enter into any other agreement, whether written or oral, which would
conflict with Consultant’s obligations hereunder; and
(h) shall
not, during the term of this Agreement, engage in any activity which relates to
a business directly or indirectly competing or attempting to directly or
indirectly compete with MGMT.
ARTICLE
FOUR
CONFIDENTIAL
INFORMATION
4.1 Confidentiality. Consultant shall,
during the term of this Agreement and for a period of five (5) years thereafter,
keep all MGMT Confidential Information confidential and use such information
only for the purposes expressly set forth herein. MGMT Confidential
Information shall mean all information concerning MGMT or its current or planned
business, which is disclosed to Consultant by MGMT or which results from, or in
connection with, any Services performed pursuant to this
Agreement. Such information includes, but is not limited to,
confidential or proprietary information, materials, know-how and other data,
both technical and non-technical.
4.2 Access. Consultant agrees
to limit the access to MGMT Confidential Information to only those persons under
Consultant's direct control who, with MGMT’s knowledge and consent, are
responsible for performing the Services set forth in Article One.
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4.3 Authorized
Disclosure. Consultant shall have no obligation of
confidentiality and non-use with respect to any portion of MGMT Confidential
Information which (i) is or later becomes generally available to the public by
use, publication or the like, through no act or omission of Consultant; (ii) is
obtained from a third party who had the legal right to disclose the information
to Consultant; or (iii) Consultant already possesses as evidenced by
Consultant’s written records predating receipt thereof from MGMT.
4.4 Return of
Information. Upon the
termination of this Agreement, Consultant will promptly return to MGMT all
materials, records, documents, and other MGMT Confidential Information in
tangible form. Consultant shall retain no copies except as required
by law of such materials and information and, if requested by MGMT, will delete
all MGMT Confidential Information stored in any magnetic or optical disc or
memory.
4.5 Third
Party Information. Consultant shall not, in connection with
the Services to be performed under this Agreement, disclose to MGMT any
information, which is confidential or proprietary to Consultant, or any third
party.
ARTICLE
FIVE
INTELLECTUAL
PROPERTY
5.1 Ownership. Consultant
agrees that any information, including but not limited to discoveries,
inventions, copyright, design rights, patents, innovations, suggestions,
know-how, ideas and reports made by Consultant to MGMT which result from, or are
related to, information disclosed by MGMT to Consultant or which are developed
as a result of, or in connection with, Consultant's Services under this
Agreement shall be promptly disclosed to MGMT and treated by Consultant as the
sole property of MGMT (“MGMT Intellectual Property”).
5.2 Assignment. Consultant
agrees to assign to MGMT Consultant’s interest in any MGMT Intellectual
Property, and further agrees to assist MGMT (at MGMT's expense) in obtaining,
enforcing and maintaining MGMT's rights in and to the MGMT Intellectual Property
and irrevocably appoints MGMT and its duly authorized officers and agents as his
agents and attorneys for such purpose.
ARTICLE
SIX
RELATIONSHIP
OF THE PARTIES
6.1 Relationship. The
relationship of Consultant to MGMT will be one of independent contractor and at
no time will Contractor hold itself out to be an employee of MGMT or represent
itself, either directly or indirectly, as being connected with or interested in
the business of MGMT.
6.2 No
Withholding. No amount will be deducted or withheld from
MGMT’s payment to Consultant for state, federal or local taxes. No
FICA, FUTA, SDI or state unemployment taxes will be payable by MGMT on
Consultant’s behalf and Consultant will be solely responsible for and will pay
such taxes.
6.3 Benefits. Consultant
shall not claim the status, prerequisites or benefits of a MGMT
employee. Consultant agrees that Consultant is not eligible for
coverage or to receive any benefit under any MGMT employee benefit plan or
employee compensation arrangement, including without limitation, any and all
medical and dental plans, bonus or incentive plans, retirement benefit plans,
stock plans, disability benefit plans, life insurance and any and all other such
plans or benefits. Even if Consultant were to become or be deemed to
be a common-law employee of MGMT, Consultant still shall not be eligible for
coverage or to receive any benefit under any MGMT employee benefit plan or any
employee compensation arrangement with respect to any period during which MGMT
classified the individual as a Consultant.
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6.4 Indemnification. This
Agreement constitutes a contract for the provision of Services and not a
contract for employment and, accordingly, Consultant will be fully responsible
for and will indemnify MGMT for and in respect of any state, local or federal
taxes or fees including without limitation, income tax withholding, employment
and self-employment taxes, FUTA, SDI and state unemployment taxes together with
any other liability, deduction, contribution, assessment or claim arising from
or made in connection with the performance by MGMT of its obligations under this
Agreement or the performance by the Consultant of the Services. The
Consultant will further indemnify MGMT against all reasonable costs and expenses
and any penalty, fine or interest incurred or payable by MGMT in connection with
or in consequence of such liability, deduction, contribution, assessment or
claim. MGMT may, at its option, satisfy such indemnity (in whole or
in part) by way of deduction from the fees and/or expenses payable by MGMT to
Consultant hereunder.
6.4 Tax. Consultant
will be responsible for making appropriate filings and payments to the federal,
state and local taxing authorities, including payments of all withholding and
payroll taxes due on compensation received hereunder, estimated income payments,
employment and self-employment taxes, if applicable.
6.5 Worker’s
Compensation. Consultant acknowledges that if Consultant is
injured while performing work for MGMT hereunder, Consultant will not be covered
for such injury under MGMT's insurance policies, including under any Worker's
Compensation coverage provided for MGMT's employees and further acknowledges
that Consultant is solely responsible for providing Worker's Compensation
insurance for Consultant and Consultant's employees.
ARTICLE
SEVEN
TERM
AND TERMINATION
7.1 Term. This Agreement shall have a
term commencing on the date hereof and ending three months following the
Effective Date.
7.2 Termination. This Agreement
may be terminated by either party upon the breach of a material term hereof by
the other party, which breach remains uncured for thirty (30) days after the
date that the non-breaching party has served written notice on the other party,
which notice will set forth the basis of such breach and the non-breaching
party's intent to terminate the Agreement.
7.3 Effect of
Termination. Upon the
expiration or termination of this Agreement, each party shall be released from
all obligations and liabilities hereunder except those arising under Section
3.2(f) and Articles Four, Five, Six and Eight; provided that, following such
expiration or termination, Consultant shall be entitled to receive all amounts
payable by MGMT to Consultant through the date of expiration or
termination.
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ARTICLE
EIGHT
MISCELLANEOUS
8.1 Waiver. None of the terms of this
Agreement may be waived except by an express agreement in writing signed by the
party against whom enforcement of such waiver is sought. The failure
or delay of either party in enforcing any of its rights under this Agreement
shall not be deemed a continuing waiver of such right.
8.2 Entire
Agreement. This
Agreement constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings
among the parties (whether written or oral) relating to said subject
matter.
8.3 Amendments. This Agreement
may not be released, discharged, amended or modified in any manner except by an
instrument in writing signed by Consultant and a duly authorized officer of
MGMT.
8.4 Assignment. MGMT has
specifically contracted for the Services of Consultant and, therefore,
Consultant may not assign or delegate Consultant's obligations under this
Agreement, either in whole or in part, without the prior written consent of
MGMT.
8.6 Severability. If any provision
of this Agreement is, becomes, or is deemed invalid, illegal or unenforceable in
any jurisdiction, such provision shall be deemed amended to conform to the
applicable laws so as to be valid and enforceable, or, if it can not be so
amended without materially altering the intention of the parties hereto, it
shall be stricken and the remainder of this Agreement shall remain in full force
and effect.
8.7 Headings. Article and Section headings
contained in the Agreement are included for convenience only and are not to be
used in construing or interpreting this Agreement.
8.8 Notices. All notices
provided for in this Agreement shall be in writing and shall be deemed effective
when either served by personal delivery or sent by express, registered or
certified mail, postage prepaid, return receipt requested, to the other party at
the corresponding mailing address set forth below or at such other address as
such other party may hereafter designate by written notice in the manner
aforesaid
8.9 Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be an
original and all of which together shall constitute one and the same document,
binding on all parties notwithstanding that each of the parties may have signed
different counterparts.
8.10 Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of California and the parties to this
Agreement hereby submit to the exclusive jurisdiction of the courts, both state
and federal, in the County of Orange, State of California.
8.11 Public
Announcements. Consultant may not make any press release,
statement or public announcement that mentions or refers to MGMT without MGMT's
prior written consent.
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IN WITNESS WHEREOF, the
parties have entered into this Agreement on the date first above
written.
CONSULTANT
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By: Xxxxx
Xxxxxxxx – Lotus Asset Management
Title: Managing
Director of Lotus Asset Management, LLC
Address:
TIN:
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By: Xxxxx
Xxxxxxx
Title:
Director
Address: 00000
Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxx Xxxx
Xxxxxxxxxx, XX 00000
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Schedule
1
Services
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Lead
search for new Chief Executive Officer, Independent Director, and other
key management positions.
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Business
development activities as requested by
MGMT
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Serve
as Member of the Board of Advisors
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Develop
long term corporate strategic plans with management input and direction
from the Company’s Board
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Provide
introductions to potential investors and strategic
partners
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