EXHIBIT
4.18
CONSULTING AGREEMENT
WITH
MELENTINA PUSZTAY
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Exhibit 4.18
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of the
1st day of January, 2003, by and between International Biofuel and Biochemical
Corporation ("IBBC") ("The Principal"), of Wilton, Connecticut, and Melentina
Pusztay of Westport, Connecticut ("Consultant"), with reference to the following
facts:
A. Consultant possesses special skills, knowledge and qualifications
beneficial to the business of the Principal, which is the
manufacturing and marketing of Bio-fuel.
B. The parties hereto desire to enter into an Agreement under which the
Consultant will provide consulting services to the Principal in
connection with the development, manufacturing and marketing of
Biofuel products, writing a business plan, managerial solutions and
power point presentation.
C. The parties intend that Consultant shall be an independent contractor
with the Principal under this Agreement and not an employee of the
Principal.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereto agree as
follows:
1. Engagement and Term. The Principal hereby engages the services of the
Consultant and the Consultant accepts such engagement on the terms and
conditions set forth herein for a term commencing as of January 1, 2003 and
terminating on December 31, 2003.
2. Duties. Consultant shall be engaged to provide consulting services for the
Principal with respect to the conduct of its business as described above.
Consultant shall perform such duties pertaining to the Principal's business
as the Principal and Consultant shall from time to time mutually agree in
connection with the Principal's business. Consultant shall be responsible
for developing a Business Plan and a power point presentation for the
Company.
3. Nature of Services. Consultant agrees to perform diligently and to the best
of his talents, skills and expertise, all services which is required to
perform under this Agreement and to devote such productive time thereto as
Consultant reasonably determines to be necessary and appropriate to fulfill
Consultant's obligation hereunder. Consultant shall not delegate the
performance of any such services to any other person, firm or corporation
without the prior written consent of the Principal. Consultant shall have
the right to engage in any other gainful activities and businesses in his
sole and absolute discretion, provided that Consultant hereby agrees that
it shall not engage in a any activities and businesses which conflict or
compete with the activities and business of the Principal. Consultant's
services hereunder need not be performed at the Principal's offices. The
Consultant agrees to provide five (5) hours of consulting a week to the
Principal and it's associates and agrees to physically come to the
Principal's office when necessary and agrees to travel on the Company's
behalf or as mutually agreed.
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4. Compensation. The Principal shall pay to Consultant, and Consultant
agrees to accept as payment in full for all services rendered by it to
the Principal during the term hereof as compensation, one hundred forty
thousand (140,000) shares (the "Shares") of International Biofuel and
Biochemical Corporation ("IBBC") common stock. In the event the shares
are restricted securities as defined in the Securities Act of 1933 (the
"1933 Act"), Principal agrees that in the event Consultant elects to
register the shares pursuant to the 1933 Act, Principal will cooperate
and assist Consultant in filing a Registration Statement Form S-8 at such
time after the shares have been issued to the Consultant.
5. Expenses and Taxes. The Consultant shall be solely responsible for all
out-of-pocket expenses incurred by Consultant in the performance of its
duties hereunder, except that the Consultant shall be reimbursed by the
Principal for travel expenses incurred in fulfilling his duties as herein
described. Additionally, the Consultant shall be responsible for its
income tax liability consistent with his status as an independent
contractor.
6. Confidential Relationship Created by Agreement. Consultant acknowledges
and agrees that this Agreement creates a relationship of confidence and
trust on the part of Consultant for the benefit of the Principal. During
the term of this Agreement, Consultant may be responsible, in whole or in
part, for the creation of, or may acquire certain "Confidential
Information" (as herein-after defined) from or regarding the Principal's
employees, agents, and representatives or documents, or otherwise as a
result of performing the services of Consultant hereunder. Consultant
acknowledges and agrees that the Principal would not have entered into
this Agreement unless the Principal were assured that all such
confidential information would be held in confidence by Consultant, in
trust for the sole benefit of the Principal, and according to the terms
set forth in this paragraph 6.
During the term of this Agreement and at all times thereafter, Consultant
shall keep all of the Confidential Information in confidence and shall
not disclose any of the same to any other person, except the Principal's
personnel entitled thereto and other persons designated in writing by the
Principal. Consultant shall not cause, suffer or permit the Confidential
Information to be sued for the gain or benefit of any party outside of
the Principal or for Consultant's personal gain or benefit outside the
scope of Consultant's engagement by the Principal.
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The term "Confidential Information", as used herein, means all
information or material not generally known by the general public which
(a) gives the Principal some competitive business advantage or the
opportunity of obtaining such advantage or the disclosure of which could
be detrimental to the interests of the Principal; (b) which is owned by
the Principal or in which the Principal has an interest and (c) which is
either (I) marked "Confidential Information", "Proprietary Information"
or other similar marking, (II) known by the Consultant to be considered
confidential or proprietary by the Principal or (III) from all of the
relevant circumstances should reasonably be assumed by Consultant to be
confidential and proprietary to the Principal. Confidential Information
includes, but is not limited to, the following types of information and
other information of a similar nature (whether or not reduced to
writing): trade secrets, inventions, drawings, file data, documentation,
diagrams, specifications, know how, processes, formulas, models, flow
charts, software in various stages of development, source codes, object
codes, research and development procedures, research or development and
test results, marketing techniques and materials, marketing and
development plans, price lists, pricing policies, business plans,
information relating to customers and/or suppliers' identities,
characteristics and agreements, financial information and projections,
and employees files. Confidential Information also includes any
information described above which the Principal obtains from another
third party and which the Principal treats as proprietary or designates
as Confidential Information, whether or not owned or developed by the
Principal. NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES
CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL
KNOWLEDGE WHICH THE CONSULTANT WOULD HAVE LEARNED IN THE COURSE OF
PERFORMING SIMILAR CONSULTING SERVICES ELSEWHERE IN THE TRADE OR IF IT IS
OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN.
Consultant agrees not to make any written use of or reference to the
Principal's name for nay marketing, public relations, display or other
business purpose or make any use of the Principal's facilities for any
activity unrelated to the express business purposes and interests of the
Principal under this Agreement, without the prior consent of the
Principal, which consent may be withheld or granted in the Principal's
sole and absolute discretion.
Consultant acknowledges and agrees that the remedy at law for the breach
of any provisions of this Paragraph 6 may be inadequate and that the
Principal shall be entitled to injunctive relief without bond, in
addition to any other rights or remedies which the Principal may have for
such breach.
Consultant agrees that the obligations, covenants and agreements of the
Consultant and the rights of the Principal as set forth in this Paragraph
6 shall survive any termination expiration of this Agreement.
7. No Conflicting Agreements. Consultant warrants and represents that there
are no agreements to which it is a party which would prevent its timely
and complete performance of the terms and conditions of this Agreement,
and Consultant agrees not to enter into any such agreement during the
term of this Agreement.
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8. Indemnification. Each party, (Indemnifying Party) agrees to indemnify and
hold harmless the other party (Indemnified Party) and each of the
Indemnified Party's directors, officers, agents, employees, and
controlling persons against any losses, claims, damages, or liabilities
related to or arising out of any actions or omissions committed by the
Indemnifying Party hereunder (including any violations of applicable
federal and state securities laws.) The provisions of this section shall
survive any termination of this Agreement and shall be binding upon any
successors or assigns of the Principal.
9. Notice. All notices or demands of any kind which either party hereto may
be required or desires to serve upon the other party under the terms of
this Agreement shall be in writing and shall be served upon such other
party by personal delivery upon such other party or by leaving a copy of
said notice or demand, addressed to such other party at the address set
forth below, whereupon service shall be deemed completed, or by mailing a
copy thereof by certified or registered mail, postage prepaid with the
return receipt requested, to the appropriate address set forth below.
If to the Consultant:
Melentina Pusztay
0000 Xxxx Xxxx X. #00
Xxxxxxxx, XX. 00000
If to the Principal:
International Biofuel and Biochemical Corporation
0 Xxxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
In the case of service by mail, it may be deemed complete at the
expiration of the third day after the date of mailing. The address to
which notices and demands shall be delivered or sent may be changed from
time to time by notice served as hereinabove provided.
10. Attorneys' Fees. In the event of any action or proceeding between the
parties hereto to enforce any provision or right hereunder, the
unsuccessful party to such action or proceeding agrees to pay the
successful party all costs and expenses, including but not limited to,
actual attorneys' fees incurred therein by; such successful party, which
costs, expenses and attorneys' fees shall be included in and as a part of
any judgment or award rendered in such action or proceeding.
11. Relationship and Authority. The relationship between the Principal and
Consultant intended to be created by this Agreement is that of
independent contractor and nothing herein contained shall be construed as
creating a relationship of employer and employee or principal and agent
between the parties hereto. Consultant agrees that it shall neither act
nor make any representation that is authorized to act as an agent or
officer of the Principal.
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12. Assignment. The services to be rendered and the duties to be performed by
Consultant hereunder are of a unique and personal nature. Nothing
contained in this Agreement shall be construed to permit assignment by
Consultant of any right or obligation under this Agreement and any such
assignment is expressly prohibited.
13. Paragraph Headings. The headings of the several paragraphs of this
Agreement are inserted solely for convenience of reference and are not
part of and are not intended to govern, limit or aid in the construction
of any term or provision hereof.
14. Entire Agreement. This Agreement is intended to constitute the final,
entire, complete and exclusive agreement between the parties hereto
pertaining to the subject matter hereof, and expressly supersedes all
prior written and oral agreements and understandings between the parties
hereto with respect to the subject matter hereof.
15. Engagement of Will. Any continuance of Consultant's engagement by
Principal and Consultant after expiration of the term of this Agreement
shall be deemed an engagement of will and shall be subject to termination
with or without cause by either Principal or Consultant upon delivery of
notice thereof to the other party. Any such continuance of engagement
shall be upon the terms and conditions as set forth herein or as
otherwise mutually agreed between the parties.
16. Waiver; Modification. No provisions of this Agreement may be amended or
modified, or the termination or discharge thereof agreed to or
acknowledged orally, but such may be accomplished only by an agreement in
writing signed by the party against whom the enforcement of any such
waiver, amendment, modification, termination or discharge is sought.
17. Severability. The provisions of this Agreement are severable, and in the
event that any provision is declared invalid, this Agreement shall be
interpreted as if such invalid provision were not contained herein.
18. Applicable Law. This Agreement shall constitute a contract under the laws
of the State of Connecticut and shall be governed and construed in
accordance with the laws of said state.
19. Execution of Documents. The Principal and Consultant shall, whenever and
as often as reasonably requested to do so by any other party, execute,
acknowledge and deliver or cause to be executed, acknowledged or
delivered, any and all agreements and instruments as may be necessary,
expedient or proper in the opinion of the requesting party to carry out
the intent and purposes of this Agreement.
20. Counterparts. This Agreement may be executed simultaneously in any number
of counterparts, each of which shall be deemed an original but all
together shall constitute one and the same Agreement.
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INTENDING TO BE LEGALLY BOUND, the parties hereto have executed this
Agreement as of the day and year first set forth above.
"CONSULTANT" "PRINCIPAL"
International Biofuel and Biochemical Corporation
___________________________ By_______________________________
Melentina Pusztay XxxXxx Xxxxx, Xx., President
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