Exhibit 10.13
CONSULTING SERVICES PLAN OF AGREEMENT
This Agreement ("Agreement") is entered into March 10, 2008, by and between
SUSTAINABLE POWER CORP., a Nevada corporation (hereinafter referred to as
"Corporation") and XXXXXXX X. XXXXXXX (hereinafter referred to as "Consultant").
In consideration of the mutual promises of the parties and other good and
valuable consideration, the parties hereby agree as follows:
1. Services. Consultant is rendering services for the initial
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formulation,, planning, development and recommendations of organizational
resource requirements necessary for the Corporation's direction and planned
growth into new marketplaces. The Consultant will provide bona-fide services to
the Company which are not in relation to the offer or sale of securities in a
capital-raising transaction, and which have not either directly or indirectly
promoted or maintained a market for the Company's securities, if such market
exists. Consultant shall devote such time, attention and energies as required.
2. Compensation. For such services, the Corporation shall compensate
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Consultant as follows; Payment of FIVE MILLION (5,000,000) shares of restricted
common stock to Consultant to be registered on Form 144 pursuant to Rule 144
under the Securities Act of 1933, as amended. The shares rendered as payment are
deemed to be earned by the Consultant on a pro-rata basis over the twelve (12)
month term of the Agreement.
3. Relationship of the Parties. The parties intend that the
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Relationship between them created under this Agreement is that of independent
contractor and not as a partner, agent, or an employee, nor shall either party
have any authority to bind the other. Consultant as an independent contractor
may engage in other business activities provided, however, that Consultant shall
not during the term of this Agreement solicit Company's employees or accounts on
behalf of Consultant or another entity,
4. Term. The term of this Agreement shall commence on March 10,
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2008 and shall terminate on March 10, 2009,
5. Right of Payment. If Consultant becomes unable to perform services
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pursuant to this Agreement by reason of illness, incapacity or death,
compensation shall cease upon the happening of the event Otherwise, the shares
rendered as payment are deemed to be earned by the Consultant and forthcoming by
the Corporation immediately upon the execution of this agreement. Further, the
Corporation acknowledges and waives all rights to contest the issuance of shares
at any point after the execution of this Agreement by the parties hereto.
6. Non-Assignability of Services. Neither party may assign this
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Agreement without the express written consent of the other party.
7. Legal Representation. The Company acknowledges that it has been
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represented by independent legal counsel in the preparation of this Agreement
Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
8. Attorney's Fee. If any legal action or any arbitration or other
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proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.
9. Waiver. The waiver by either party of a breach of any provision of
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this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.
10. Notice. All notices, requests, and other communications hereunder
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shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
addressed to the other party at the address as set forth herein below:
To the Company: To the Consultant;
Sustainable Power Corp. Xxxxxxx X. Xxxxxxx
Xxxx Xxxxxx, Chairman & CEO 0000 Xxxxxxxx Xxxxxx
0000 Xxxxxxx 00 Xxxxx XxXxxxxx,XX 00000
Xxxxxxx, Xxxxx 00000
11. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed
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by, construed and enforced in accordance with the laws of the State of Texas.
The parties agree that Xxxxxx County, Texas will be the venue of any dispute and
will have jurisdiction over all parties.
12. Complete Agreement. It is agreed between the parties that there are no
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other agreements or understandings between them relating to the subject matter
of this Agreement. This Agreement supersedes all prior agreements, oral or
written, between the parties and is intended as a complete and exclusive
statement of the agreement between the parties. No change or modification of
this Agreement shall be valid unless the same be in writing and signed by the
parties.
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INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to
be executed as of the date first above written.
CORPORATION: SUSTAINABLE POWER CORP.
By: \s\ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chairman and CEO
CONSULTANT: XXXXXXX X. XXXXXXX
\s\ Xxxxxxx X. Xxxxxxx
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