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Exhibit 99.4 - Consulting Agreement dated September 1, 1999, with Xxxx
Xxxxxxx Conectisys Corporation Consulting Agreement
This consulting agreement ("the Agreement") is entered into on September 1,
1999, by and between Conectisys Corp., a Colorado corporation and its
subsidiaries or affiliates ("the Company"), and Xxxx Xxxxxxx, a individual
domiciled in the state of California ("the Consultant"). The parties, intending
to be legally bound hereby, agree as follows:
1. Retention: The Company will retain the Consultant during the Consulting
Period (as defined in Section 2 below), and Consultant hereby agrees to be
so retained by the Company, all subject to the terms and provisions of
this Agreement.
2. Duties of Consultant: During the Consulting Period, the Consultant
shall use reasonable and best efforts, to perform those actions and
responsibilities necessary to complete the tasks described in the attached
Exhibit A, entitled "Scope of Work". Consultant shall render such services
diligently and to the best of the Consultant's ability. Consultant shall
report to Xxxxxx Xxxxxx, the Company's CEO & President or designated
representatives. Consulting period shall be on an as needed basis.
3. Other Activities of Consultant: The Company recognizes that the
Consultant shall perform only those services that are reasonably required
to accomplish the goals and objectives set forth herein. In the event
Consultant is affiliated with any entity which proposes to deal with the
Company, Consultant shall disclose the nature of such relationship to the
Company, prior to the Company making any decision, and shall obtain the
approval of the Company, which approval shall be conclusively deemed
granted upon written notice from Xx. Xxxxxx Xxxxxx, or the Company's,
designated representative. Consultant may not assign this Agreement.
4. Compensation: In consideration for the Consultant entering into this
Agreement, the Company shall compensate the Consultant as follows:
i. Fees: The Company shall pay to Consultant $800.00 per week
payable by company check and provide continuing medical coverage.
ii. Expenses: The Company shall pay all such expenses reasonably
incurred during the Consulting Period by the Consultant, for
business purposes related to, or in the furtherance of, the goals
and objectives of the Company and/or, the provision of the Services
(collectively, "Company Purposes"), including, expenses reasonably
incurred with respect to the Consultant's travel (including Business
Class travel for flights of less than three hours and First Class
for flights of three hours or more), meals, entertainment, and other
customary and reasonable expenses, for Company Purposes. The Company
shall pay such expenses directly, or upon submission of bills,
receipts, and/or vouchers by the Consultant, by direct
reimbursement, to the Consultant. All expenses shall be pre-approved
by the Company prior to their occurrence or such non-approved
expenses are not required to be paid
by the Company to the Consultant
iii. Termination: Subject to the cure provisions contained herein,
the Company may terminate the Agreement for cause upon written
notice. Cause shall be defined as the Consultant fails to perform
the duties outlined in this agreement in good faith and fails to
properly service the Company's needs as reasonably expected under
the implied "good faith" provisions herein. Notice of Termination
shall state specifically the facts and circumstances claimed as the
basis for termination of the Agreement. Such notice has to be
approved by Xx. Xxxxxx Xxxxxx.
iv. Notice: Any notice required, permitted, or desired to be given,
pursuant to any of the provisions of this Agreement, shall be deemed
to have been sufficiently given or served for all purposes, if
delivered in person, or sent via Certified mail, return receipt
requested, postage and fees prepaid, or by national overnight
delivery prepaid service, to the parties at their addresses, set
forth above. The Company at the address below will keep copies of
notices to Consultant. Notice to Consultant shall be sent to then
Consultant at the address below. Either party may change the address
to which notice shall be sent. The addresses of the parties are as
follows:
The Consultant:
Xxxx Xxxxxxx
The Company:
Conectisys Corporation
24307 Magic Xxxxxxxx Xxxxxxx, Xxxxx 00
Xxxxxxxx XX 00000
Phone (000)000-0000
Fax (000)000-0000
5. Waiver: No course of dealing, nor any delay on the part of either party
in exercising any rights hereunder, will operate as a waiver of any rights
of that party. No waiver of any default or breach of this Agreement or
application of any term, covenant, or provision, hereof, shall be deemed a
continuing waiver, or a waiver of any other breach, default, or the waiver
of any other application of any term, covenant, or provision.
6. Successors: Prior to the effectiveness of any succession (whether
direct or indirect, by purchase, merger, consolidation, or otherwise), to
all, or substantially all, of the business and/or assets of the Company,
the Company will require the successor, to expressly assume and agree to
perform this Agreement in the same manner, and to the same extent, that
the Company would be required to perform it, if no such succession had
occurred. As used in this agreement, "Company" shall mean the Company has
defined above and any successor to its business and/or assets, which
executes and delivers the Agreement, provided for in this Section 10, or
which otherwise becomes bound by all the terms and provisions of this
Agreement, by operation of law. This agreement is not transferable by
Consultant since it requires the specific services of Consultant without
the prior written approval of the Board of Directors and the President of
the Company.
7. Survival of Terms: Notwithstanding the termination of this Agreement
for whatever reason, the provisions hereof, shall survive such
termination, unless, the context requires otherwise.
8. Counterparts: This agreement may be executed in two or more
counterparts, each of which, shall be deemed to be an original, but all of
which together, shall constitute one and the same instrument. Any
signature by facsimile, shall be valid and binding, as if an original
signature were delivered.
9. Captions: The caption headings in this Agreement are for convenience of
reference only, and are not intended, and shall not be construed, as
having any substantive effect.
10. Governing Law: This Agreement shall be governed, interpreted, and
construed, in accordance with the laws of the state of California,
applicable to agreements entered into and to be performed entirely
therein. Any suit, action, or proceeding, with respect to this Agreement,
shall be brought exclusively in the state courts of the state of
California, or in the federal courts of the United States, which are
located in Los Angeles, California. The parties hereto, hereby agree, to
submit to the jurisdiction and venue of such courts, for the purposes
hereof. Each party agrees that to the extent permitted by law, the losing
party in a suit, action, or proceeding in connection herewith, shall pay
the prevailing party, its reasonable attorney's fees, incurred in
connection therewith.
11. Entire Agreement/Modifications: This Agreement constitutes the entire
agreement between the parties and supersedes all prior understandings and
agreements, whether oral or written, regarding Consultant's retention by
the Company. This Agreement shall not be altered or modified, except in
writing, duly executed by the parties hereto.
12. Warranty: The Company and Consultant each hereby warrant and agree,
that each is free to enter into this Agreement, that the parties signing
below are duly authorized and directed to execute this agreement, and that
this Agreement is valid, binding, and enforceable, against the parties
hereto The parties further agree that they shall both use good faith
efforts in their performance of the covenants, conditions and obligations
stated herein and any failure to do so is a material breech of this
Agreement.
13. Enforceability: If any term, covenant, provision, or any part thereof,
is found by any court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, the same shall not affect the remainder of
such term, covenant, provision, any other terms, covenants or provisions,
or any subsequent application of such term, covenant or provision, or
portion thereof. In lieu of any such invalid, illegal, or unenforceable
provision, the parties hereto intend that there shall be added, as part of
this Agreement, a term, covenant, or provision, as similar in terms, to
such invalid, illegal, or unenforceable term, covenant of provision, or
part thereof, as may be possible and be valid, legal, and enforceable.
IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, as of the day and year first written above.
XXXX XXXXXXX
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
CONECTISYS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President & CEO
Exhibit "A" - Scope of Work
Description
Assist Xxxxxxxx Xxxxxxxx in the development, pilot program and deployment
of the HNet Project.
