Exhibit 10.57
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st (first) day of November, 1999, and executed on
the 6th (sixth) day of November, 1999
AMONG
Rotary Power International, Inc. ("RPI")
of the first part
and
Londonderry Capital Structuring Ltd. ("Londonderry")
of the second part
WHEREAS:
A. RPI is desirous of securing the advisory and consulting services of
Londonderry on the terms and conditions contained herein, and
B. Londonderry is desirous of contributing its expertise toward the mutual
goals of the parties
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT RPI and Londonderry hereby agree as
follows:
1. Londonderry agrees to provide RPI advisory and consulting services
including the following:
a) review and advise RPI the status of the company from financial,
operational and management perspectives,
b) review and advise on RPI's documentation from a due diligence
perspective, assemble and maintain a due diligence package for
RPI.
c) assist in the development of RPI's business plan including
strategies for financing, operating and managing the company,
d) advise on the corporate and share structure and their
restructuring if required,
e) advise on the financing structure of RPI and their restructuring
or refinancing if required,
f) assist in the development of a marketing strategy,
g) review and advise on RPI's cash flow management plan; and
h) review and advise on contingent liabilities.
CONSULTING AGREEMENT PAGE 2
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i) Prepare "Work for Hire"draft documents and submit to RPI Board of
Directors for approval:
- Business Plan which will include Marketing Plan,
- Schedule of Private Placements and Offerings.
j) Prepare, present and coordinate the following or equivalent to the
Canadian Province of New Brunswick or other government agencies as
may be jointly determined by the parties:
- Prepare Atlantic Canada Opportunities Agency (ACOA) and Human
Resources Development Canada (HRDC) application packages for:
- forgivable loans
- R&D grants
- Tax relief
- employment grants
- debt funding based on public revenue backed debt.
2. FEES
i) Term: Month to month, automatically renewed unless
Agreement is cancelled in accordance with 2 iii).
ii) Fee: U.S. $10,000 per month paid in advance on the first
day of each month, except for November 1999 which
shall be paid upon availability of funds.
iii) Cancellation: On 30 days written notice by either party.
iv) Costs: All reasonable out-of-pocket costs as pre-approved
by RPI to be reimbursed by RPI.
3. Commencement date is November 1, 1999.
4. Londonderry will pay any applicable taxes including goods and services
tax that may result from this Agreement.
5. Upon notification RPI and Londonderry shall take reasonable steps to
refute or mitigate any claims and shall each indemnify the other,
including its officers, directors, agents, subcontractors, affiliates
from any and all claims arising from the intentional or negligent acts
or omissions of the indemnifying party, including its officers,
directors, agents, subcontractors, and affiliates, that may be brought
against the other.
CONSULTING AGREEMENT PAGE 3
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6. a) RPI represents warrants and covenants with Londonderry as follows:
i) RPI has the requisite power, capacity and authority to enter
into this Agreement and to perform its obligations under this
Agreement.
ii) RPI has not and will not enter into any other agreements that
will conflict with the terms or performance of this
Agreement.
b) Londonderry represents warrants and covenants with RPI as follows:
i) Londonderry has the requisite power, capacity and authority
to enter into this Agreement and to perform its obligations
under this Agreement.
ii) Londonderry has not and will not enter into any other
agreements that will conflict with the terms or performance
of this Agreement.
7. NOTICES
All notices hereunder shall be in writing and shall be deemed to have
been duly given if delivered by courier or by telecommunications as
follows:
to RPI:
Xxx Xxxxx
Rotary Power International, Inc.
X.X. Xxx 000
Xxxx-Xxxxx, XX 00000
Fax: 000-000-0000
to Londonderry:
Xxxxxx X. XxXxxxx
Londonderry Capital Structuring Ltd.
00 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Fax: 000-000-0000
8. This Agreement shall not be assigned by either party.
9. This Agreement shall inure to the benefit of and shall be binding upon
RPI's successors and Londonderry's successors.
10. This Agreement shall be, in all respects, subject to and interpreted,
construed, and enforced in accordance with the laws of New Jersey. Any
disputes arising under this Agreement shall be negotiated in good faith
by the parties and failing resolution through such direct negotiations
by the parties, both parties hereby
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agree to submit their dispute to arbitration through a competent,
mutually agreed upon arbitrator.
11. The terms and provisions herein contained constitute the entire
agreement relating to the subject matter of this Agreement between the
parties and shall supersede all previous and or written communications.
IN WITNESS whereof authorized representatives of the parties hereto have
executed this Agreement to be effective as of the commencement date above
written.
ROTARY POWER INTERNATIONAL, INC.
per: /s/Xxxxxxx Xxxxxxxx Porody
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LONDONDERRY CAPITAL STRUCTURING LTD.
per: /s/Xxxxxx X. XxXxxxx
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