CONSULTING AGREEMENT
Exhibit 10.4
THIS CONSULTING AGREEMENT (“Agreement”), dated this 2nd day of November 2011 (the “Effective Date”), by and between ALTERNATIVE FUELS AMERICA, INC. (“AFAI”), a corporation duly organized and existing under the laws of the State of Delaware, trading under the symbol XXXX.XX, with primary offices at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx, 00000, and BIOENERGY SOLUTIONS OF CENTRAL AMERICA/XXXXX XXXXXXXX (“BSCA/Xxxxxxxx”), a company organized under the laws of Costa Rica and its CEO, with their main place of business in Heredia, Costa Rica.
WHEREBY AFAI wishes to hire BSCA/Xxxxxxxx for an initial period of three (3) months to perform certain services on its behalf and whereby NSCA/Xxxxxxxx wishes to perform said services of behalf of AFAI.
THEREFORE, to the parties agree as follows:
1. BSCA/Xxxxxxxx Obligations
(i) BSCA/Xxxxxxxx shall serve as operational unit of AFAI in Costa Rica assuming responsibilities in developing, organizing, and implementing biodiesel programs as directed by AFAI management.
(ii) BSCA/Xxxxxxxx shall provide AFAI projects in Costa Rica with support in the following areas:
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(a)
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securing off-take agreements for the purchase of AFAI biodiesel
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(b)
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arranging for the purchase of wild feedstock (Palm Real, Coyol and Jatropha
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(c)
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securing viability of wild feedstock program,
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(d)
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securing land for farming
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(e)
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agronomy and the science of the crops
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(f)
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human resources recruitment project management, scientists, farm workers)
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(g)
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equipment selection for crushing & refining, facility operations,
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(h)
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facility human resources, and
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(i)
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all other reasonable requests made by AFAI management
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(iii) BSCA/Xxxxxxxx shall also represent AFAI in the biodiesel dialogue in Costa Rica and attend conferences and seminars at the request of AFAI management.
(iv) BSCA/Xxxxxxxx shall also seek to bring to the attention of AFAI management opportunities as they may arise for biodiesel acquisitions.
(v) BSCA/Xxxxxxxx shall introduce AFAI management to land owners, farmers, attorneys, accountants, government officials and other desired contacts at AFAI management request.
2. AFAI Obligations
(i) AFAI management shall provide BSCA/Xxxxxxxx with all operational plans, mission, timetables, budget, and target results for every program to be implemented.
(ii) AFAI shall provide BSCA/Xxxxxxxx with the management access necessary to coordinate operations and shall set up a communications protocol that will govern contact schedules, decision-making, authorities, and other project management requirements.
(iii) AFAI shall coordinate with BSCA/Xxxxxxxx all planning and execution programs so as to best develop an action plan that realistically reflects operational capacities.
(iv) AFAI shall provide BSCA/Xxxxxxxx with the agreed upon financial resources required to execute the operational objectives as set up by AFAI management and BSCA/Xxxxxxxx. Requests for funds are to be submitted by BSCA/Xxxxxxxx to AFAI at the beginning of each month.
3. BSCA/Xxxxxxxx Rights
(i) BSCA/Xxxxxxxx shall have the right to compensation as agreed upon by the parties and according to the time table mutually established.
(ii) BSCA/Xxxxxxxx shall have the right to participate in AFAI management discussions so as to represent its operational perspective and jointly develop operational protocol.
(iii) BSCA/Xxxxxxxx shall have the right to introduce for consideration employees, business opportunities, and other prospective business matters that are consistent with the AFAI business mandate.
(iv) BSCA/Xxxxxxxx shall have the right to gain involvement in additional AFAI projects outside of Costa Rica, at the discretion of AFAI management.
4. AFAI. Rights
(i) AFAI has the rights to all knowledge, relationships, contacts, research results, and any and all other beneficial resources BSCA/Xxxxxxxx has that may advance, enhance or otherwise contribute to the success of all AFAI projects.
(ii) (ii)AFAI has the right to set priorities, establish protocol, drive management processes and serve as final decision-maker.
5. Scope This agreement is for the months of November 2011 through the end of January 2012. The parties may agree to an extension of this agreement or replacing it with a strategic partnership agreement.
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6. Communications
The parties agree to adhere to a communications schedule to be determined. The parties recognize that the geographic distance between them requires that they communicate via email, Skype, Facebook and telephone regularly. Furthermore the parties agree to respond to one another's communications within 24 hours.
7. Compensation
AFAI shall compensate BSCA/Xxxxxxxx at the rate of $2,000 per month to be paid by AFAI via bank transfer or check by the 10th day of each month.
8. Exclusivity Provided BSCA/Xxxxxxxx delivers services to the satisfaction of AFAI, AFAI will consider this agreement to be exclusive and use BSCA/Xxxxxxxx for all projects in Costa Rica. BSCA/Xxxxxxxx will be exclusive to AFAI, refraining from providing similar services to competing projects.
9. Costs Each party shall be responsible for the costs associated with concluding this agreement, including but not limited to legal fees, travel costs and other related expenses.
10. Definition This agreement is classified as a limited time consulting arrangement and is not subject to the employment laws of Costa Rica. This agreement shall last for the 3 month period stated herein and shall not entitle BSCA/Xxxxxxxx to any damages, benefits, fees, or additional monies upon its termination.
11. Jurisdiction This agreement shall be regulated by the laws of the United States.
12. Translation The English and Spanish versions of all agreements between the parties will be deemed to be equal. Any discrepancies between the two will yield to the language in which the original was constructed.
This Agreement has been duly and validly executed by the parties hereto and shall be binding upon and inure to the benefit of the parties.
This Agreement represents the entire Consulting Agreement between, the parties, and all prior discussions and negotiations are merged in it. This Agreement may not be modified or amended except in writing duly executed by the parties hereto.
The foregoing correctly sets forth the understanding and agreement between the parties.
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ALTERNATIVE FUELS AMERICAS, INC.
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BIOENERGY SOLUTIONS OF CENTRAL AMERICA/XXXXX XXXXXXXX
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By:
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/s/ Xxxxx Xxxxx
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name:
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Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxxxxx
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Title:
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CEO
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Title:
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CEO
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