CONSULTING AGREEMENT
THIS
AGREEMENT is dated for reference the 26th day of
March 2010.
BETWEEN:
Clenergen
Corporation., a body corporate with offices at
0000
Xxxxx Xxxx
Xxxxx
000
Xxxxxxx
Xxxxx, XX. 330 73
USA
(the
“Company”)
AND:
Xxxxxxxxxx
Madhavikutty Xxxxxxxxx Xxxx, with an address
at
#000-0,
Xxxxxx, Xxxx 291
Xxxxxxxxxxxxx-XX
Xxxxxxxxxx
Xxxxxx
000000
Xxxxx
(the
“Contractor”)
WHEREAS:
A. The
Company desires to retain the Contractor to provide Consulting Services (the
“Services”), in regards
to the Company’s management and operations, and
B. The
Contractor has agreed to provide the Services to the Company on the terms and
conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the mutual covenants and promises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1
APPOINTMENT
AND AUTHORITY OF CONTRACTOR
1.1 Appointment of
Contractor. The Company hereby appoints the Contractor to
perform the Services for the benefit of the Company as hereinafter set forth,
and the Company hereby authorizes the Contractor to exercise such powers as
provided under this Agreement. The Contractor accepts such
appointment on the terms and conditions herein set forth.
1.2 Performance of
Services. The Services hereunder have been and shall continue
to be provided on the basis of the following terms and
conditions:
|
|
(a)
|
the
Contractor shall report directly to the Chief Executive Officer and/or
President of the Company;
|
|
|
(b)
|
the
Contractor shall faithfully, honestly and diligently serve the Company and
cooperate with the Company and utilize maximum professional skill and care
to ensure that all services rendered hereunder, including the Services,
are to the satisfaction of the Company, acting reasonably, and the
Contractor shall provide any other services not specifically mentioned
herein, but which by reason of the Contractor's capability the Contractor
knows or ought to know to be necessary to ensure that the best interests
of the Company are maintained; and
|
|
|
(c)
|
the
Company shall report the results of the Contractor's duties hereunder as
may be requested by the Company from time to
time.
|
1.3 Authority of
Contractor. The Contractor shall have no right or authority,
express or implied, to commit or otherwise obligate the Company in any manner
whatsoever except to the extent specifically provided herein or specifically
authorized in writing by the Company.
1.4 Independent
Contractor. In performing the Services, the Contractor shall
be an independent contractor and not an employee or agent of the Company, except
that the Contractor shall be the agent of the Company solely in circumstances
where the Contractor must be the agent to carry out its obligations as set forth
in this Agreement. Nothing in this Agreement shall be deemed to
require the Contractor to provide the Services exclusively to the Company and
the Contractor hereby acknowledges that the Company is not required and shall
not be required to make any remittances and payments required of employers by
statute on the Contractor's behalf and the Contractor or any of its agents shall
not be entitled to the fringe benefits provided by the Company to its
employees.
ARTICLE 2
CONTRACTOR'S
AGREEMENTS
2.1 Regulatory
Compliance. The Contractor agrees to comply with all
applicable securities legislation and regulatory policies in relation to
providing the Services, including but not limited to United States securities
laws (in particular, Regulation FD) and the policies of the United States
Securities and Exchange Commission.
2.2 Prohibition Against Xxxxxxx
Xxxxxxx. The Contractor hereby acknowledges that the
Contractor is aware, and further agrees that the Contractor will advise those of
its directors, officers, employees and agents who may have access to
Confidential Information, that United States securities laws prohibit any person
who has material, non-public information about a company from purchasing or
selling securities of such a company or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.
ARTICLE 3
COMPANY'S
AGREEMENTS
3.1 Compensation
Shares. The compensation for professional services provided
prior to the date of this agreement and in consideration for future services
provided (as outlined in Schedule A), the Consultant shall be vested 500,000
shares of the Company's common stock (the “Compensation
Shares”).
2
3.2 The
Consultant shall be appointed as a Non Executive Director of the Company and be
paid a fixed monthly fee in the amount of £1,000.00 per month commencing as of
April 1st, 2010. Payment of consulting fees will be paid on the 30thth day of
each month commencing April 30, 2010. In addition to the monthly fee,
all expenses incurred on behalf of Clenergen Corporation will be reimbursed upon
receipt of an expenses report, detailing the expenses incurred. Reimbursement of
expenses will be submitted on the last day of the preceding month and will be
paid within 7 days from receipt of the invoice. In the event that an expense in
excess of $200, it will require pre approval from senior management. The
consultancy agreement precedes all other agreements signed between Clenergen
Corporation and the consultant which are null and void.
3.3 Lockup
Agreement. The Contractor and the Company hereby
acknowledge the execution of a Lockup Agreement that shall serve as the terms
and conditions by which the Contractor will manage said Compensation
Shares.
3.4 Voting of Compensation
Shares. The Contractor covenants and agrees that, with respect
to the Compensation Shares that it receives, it shall, at all times that it is
the beneficial owner of such shares, vote such shares on all matters coming
before it as a stockholder of the Company in the same manner as the majority of
the board of directors of the Company shall recommend.
3.5 Information. Subject
to the terms of this Agreement, including without limitation Article 5
hereof, and provided that the Contractor agrees that it will not disclose any
material non-public information to any person or entity, the Company shall make
available to the Contractor such information and data and shall permit the
Contractor to have access to such documents as are reasonably necessary to
enable it to perform the Services under this Agreement. The Company
also agrees that it will act reasonably and promptly in reviewing materials
submitted to it from time to time by the Contractor and inform the Contractor of
any material inaccuracies or omissions in such materials.
ARTICLE 4
DURATION,
TERMINATION AND DEFAULT
4.1 Effective
Date. This Agreement shall become effective as of the date
written above (the “Effective Date”), and shall continue for a period of twelve
months (the “Term”) or until earlier terminated pursuant to the terms of this
Agreement.
4.2 Termination. Without
prejudicing any other rights that the Company may have hereunder or at law or in
equity, the Company may terminate this Agreement immediately upon delivery of
written notice to the Contractor if:
|
|
(a)
|
The
Contractor breaches section 2.1 of this
Agreement;
|
|
|
(b)
|
the
Contractor breaches any other material term of this Agreement and such
breach is not cured to the reasonable satisfaction of the Company within
thirty (30) days after written notice describing the breach in reasonable
detail is delivered to the
Contractor;
|
|
|
(c)
|
the
Company acting reasonably determines that the Contractor has acted, is
acting or is likely to act in a manner detrimental to the Company or has
violated or is likely to violate the confidentiality of any information as
provided for in this Agreement;
|
|
|
(d)
|
the
Contractor is unable or unwilling to perform the Services under this
Agreement, or
|
3
|
|
(e)
|
the
Contractor commits fraud, serious neglect or misconduct in the discharge
of the Services.
|
4.3
Duties Upon
Termination. Upon termination of this Agreement for any
reason, the Contractor shall upon receipt of all sums due and owing, promptly
deliver the following in accordance with the directions of the
Company:
|
|
(a)
|
a
final accounting, reflecting the balance of expenses incurred on behalf of
the Company as of the date of termination;
and
|
|
|
(b)
|
all
documents pertaining to the Company or this Agreement, including but not
limited to, all books of account, correspondence and contracts, provided
that the Contractor shall be entitled thereafter to inspect, examine and
copy all of the documents which it delivers in accordance with this
provision at all reasonable times upon three (3) days’ notice to the
Company.
|
4.4 Compensation of Contractor
on Termination. Upon termination of this Agreement, the
Contractor shall be entitled to receive as its full and sole compensation in
discharge of obligations of the Company to the Contractor under this Agreement
all sums due and payable under this Agreement to the date of termination and the
Contractor shall have no right to receive any further payments; provided,
however, that the Company shall have the right to offset against any payment
owing to the Contractor under this Agreement any damages, liabilities, costs or
expenses suffered by the Company by reason of the fraud, negligence or wilful
act of the Contractor, to the extent such right has not been waived by the
Company.
ARTICLE 5
CONFIDENTIALITY
AND NON-COMPETITION
5.1 Maintenance of Confidential
Information. The Contractor acknowledges that in the course of
its appointment hereunder the Contractor will, either directly or indirectly,
have access to and be entrusted with information (whether oral, written or by
inspection) relating to the Company or its respective affiliates, associates or
customers (the “Confidential Information”). For the purposes of this
Agreement, “Confidential Information” includes, without limitation, any and all
Developments (as defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and any
other thing or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the
Confidential Information constitutes a proprietary right, which the Company is
entitled to protect. Accordingly the Contractor covenants and agrees
that during the Term and thereafter until such time as all the Confidential
Information becomes publicly known and made generally available through no
action or inaction of the Contractor, the Contractor will keep in strict
confidence the Confidential Information and shall not, without prior written
consent of the Company in each instance, disclose, use or otherwise disseminate
the Confidential Information, directly or indirectly, to any third
party.
5.2 Exceptions. The
general prohibition contained in Section 5.1 against the unauthorized
disclosure, use or dissemination of the Confidential Information shall not apply
in respect of any Confidential Information that:
|
|
(a)
|
is
available to the public generally in the form
disclosed;
|
4
|
|
(b)
|
becomes
part of the public domain through no fault of the
Contractor;
|
|
|
(c)
|
is
already in the lawful possession of the Contractor at the time of receipt
of the Confidential Information; or
|
|
|
(d)
|
is
compelled by applicable law to be disclosed, provided that the Contractor
gives the Company prompt written notice of such requirement prior to such
disclosure and provides assistance in obtaining an order protecting the
Confidential Information from public
disclosure.
|
5.3 Developments. Any
information, data, work product or any other thing or documentation whatsoever
which the Contractor, either by itself or in conjunction with any third party,
conceives, makes, develops, acquires or acquires knowledge of during the
Contractor’s appointment with the Company or which the Contractor, either by
itself or in conjunction with any third party, shall conceive, make, develop,
acquire or acquire knowledge of (collectively the “Developments”) during the
Term or at any time thereafter during which the Contractor is engaged by the
Company that is related to the business of the Company shall automatically form
part of the Confidential Information and shall become and remain the sole and
exclusive property of the Company. Accordingly, the Contractor does
hereby irrevocably, exclusively and absolutely assign, transfer and convey to
the Company in perpetuity all worldwide right, title and interest in and to any
and all Developments and other rights of whatsoever nature and kind in or
arising from or pertaining to all such Developments created or produced by the
Contractor during the course of performing this Agreement, including, without
limitation, the right to effect any registration in the world to protect the
foregoing rights. The Company shall have the sole, absolute and
unlimited right throughout the world, therefore, to protect the Developments by
patent, copyright, industrial design, trademark or otherwise and to make, have
made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell
the Developments, in whole or in part, or combine the Developments with any
other matter, or not use the Developments at all, as the Company sees
fit.
5.4 Protection of
Developments. The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor shall perform
such further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 5.3 hereof. If the
Company is for any reason unable, after reasonable effort, to secure execution
by the Contractor on documents needed to effect any registration or to apply for
or prosecute any right or protection relating to the Developments, the
Contractor hereby designates and appoints the Company and its duly authorized
officers and agents as the Contractor’s agent and attorney to act for and in the
Contractor’s behalf and stead to execute and file any such document and do all
other lawfully permitted acts necessary or advisable in the opinion of the
Company to effect such registration or to apply for or prosecute such right or
protection, with the same legal force and effect as if executed by the
Contractor.
5.5 Remedies. The
parties to this Agreement recognize that any violation or threatened violation
by the Contractor of any of the provisions contained in this Article 5 will
result in immediate and irreparable damage to the Company and that the Company
could not adequately be compensated for such damage by monetary award
alone. Accordingly, the Contractor agrees that in the event of any
such violation or threatened violation, the Company shall, in addition to any
other remedies available to the Company at law or in equity, be entitled as a
matter of right to apply to such relief by way of restraining order, temporary
or permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper.
5
5.6 Reasonable
Restrictions. The Contractor agrees that all restrictions in
this Article 5 are reasonable and valid, and all defenses to the strict
enforcement thereof by the Company are hereby waived by the
Contractor.
ARTICLE 6
DEVOTION
TO CONTRACT
6.1 Devotion to
Contract. During the term of this Agreement, the Contractor
shall devote sufficient time, attention, and ability to the business of the
Company, and to any associated company, as is reasonably necessary for the
proper performance of the Services pursuant to this
Agreement. Nothing contained herein shall be deemed to require the
Contractor to devote its exclusive time, attention and ability to the business
of the Company. During the term of this Agreement, the Contractor
shall, and shall cause each of its agents assigned to performance of the
Services on behalf of the Contractor, to:
|
|
(a)
|
at
all times perform the Services faithfully, diligently, to the best of its
abilities and in the best interests of the
Company;
|
|
|
(b)
|
devote
such of its time, labour and attention to the business of the Company as
is necessary for the proper performance of the Services hereunder;
and
|
|
|
(c)
|
refrain
from acting in any manner contrary to the best interests of the Company or
contrary to the duties of the Contractor as contemplated
herein.
|
6.2 Other
Activities. The Contractor shall not be precluded from acting
in a function similar to that contemplated under this Agreement for any other
person, firm or company.
ARTICLE 7
PRIVATE
PLACEMENT OF COMPENSATION SHARES
7.1 Documents Required from
Contractor. The Contractor shall complete, sign and return to
the Company as soon as possible, on request by the Company, such additional
documents, notices and undertakings as may be required by regulatory authorities
and applicable law.
7.2 Acknowledgements of
Contractor The Contractor acknowledges and agrees
that:
|
|
(a)
|
the
Contractor agrees and acknowledges that none of the Compensation Shares
have been registered under the Securities Act of 1933 or under any state
securities or "blue sky" laws of any state of the United States, and,
unless so registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons (as that term is defined in
Regulation S under the Securities Act of 1933), except in accordance with
the provisions of Regulation S, pursuant to an effective registration
statement under the Securities Act of 1933, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933 and in each case only in accordance with
applicable state securities laws.
|
|
|
(b)
|
the
Contractor has not acquired the Compensation Shares as a result of, and
will not itself engage in, any “directed selling efforts” (as defined in
Regulation S under the 0000 Xxx) in the United States in respect of any of
the Securities which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of any of the
Compensation Shares; provided, however, that the Contractor may sell or
otherwise dispose of any of the Compensation Shares pursuant to
registration thereof under the 1933 Act and any applicable state
securities laws or under an exemption from such registration
requirements;
|
6
|
|
(c)
|
the
Contractor is acquiring the Compensation Shares pursuant to an exemption
(the “Exemption”) from the registration and prospectus requirements of the
applicable Canadian securities laws and regulations (the “Legislation”) in
all Canadian jurisdictions relevant to the issuance, and, as a
consequence, the Contractor will not be entitled to use most of the civil
remedies available under such Legislation, including statutory rights of
rescission and damages;
|
|
|
(d)
|
the
Exemption is premised on the basis that the undersigned does not require
the protection of the Legislation by virtue of the Contractor’s current
involvement in the Company as a “consultant”, as defined in National
Instrument 45-106 (“NI 45-106”);
|
|
|
(e)
|
the
Compensation Shares will be subject in the United States to a hold period
from the date of issuance of the Compensation Shares unless such
Compensation Shares are registered with the Securities and Exchange
Commission (“SEC”);
|
|
|
(f)
|
the
decision to execute this Agreement and purchase the Compensation Shares
agreed to be purchased hereunder has not been based upon any oral or
written representation as to fact or otherwise made by or on behalf of the
Company other than those made by the Company in the information the
Company has filed with the SEC;
|
|
|
(g)
|
it
will indemnify and hold harmless the Company and, where applicable, its
directors, officers, employees, agents, advisors and shareholders from and
against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation
whether commenced or threatened) arising out of or based upon any
representation or warranty of the Contractor contained herein or in any
document furnished by the Contractor to the Company in connection herewith
being untrue in any material respect or any breach or failure by the
Contractor to comply with any covenant or agreement made by the Contractor
to the Company in connection
therewith;
|
|
|
(h)
|
the
issuance and sale of the Compensation Shares to the Contractor will not be
completed if it would be unlawful;
|
|
|
(i)
|
the
Compensation Shares are not listed on any stock exchange or subject to
quotation and no representation has been made to the Contractor that the
Compensation Shares will become listed on any other stock exchange or
subject to quotation on any other quotation system except that market
makers are currently making markets in the Company’s common stock on the
OTC Bulletin Board;
|
|
|
(j)
|
no
securities commission or similar regulatory authority has reviewed or
passed on the merits of the Compensation
Shares;
|
|
|
(k)
|
there
is no government or other insurance covering the Compensation
Shares;
|
|
|
(l)
|
there
are risks associated with an investment in the Compensation Shares,
including the risk that the Contractor could lose all of its
investment;
|
7
|
|
(m)
|
the
Contractor and the Contractor’s advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company in
connection with the distribution of the Compensation Shares hereunder, and
to obtain additional information, to the extent possessed or obtainable
without unreasonable effort or expense, necessary to verify the accuracy
of the information about the
Company;
|
|
|
(n)
|
the
books and records of the Company were available upon reasonable notice for
inspection, subject to certain confidentiality restrictions, by the
Contractor during reasonable business hours at its principal place of
business, and all documents, records and books in connection with the
distribution of the Compensation Shares hereunder have been made available
for inspection by the Contractor, the Contractor’s lawyer and/or
advisor(s);
|
|
|
(o)
|
the
Company will refuse to register any transfer of the Compensation Shares
not made in accordance with the provisions of Regulation S, pursuant to an
effective registration statement under the 1933 Act or pursuant to an
available exemption from the registration requirements of the 1933
Act;
|
|
|
(p)
|
the
statutory and regulatory basis for the exemption claimed for the offer of
the Compensation Shares, although in technical compliance with Regulation
S, would not be available if the offering is part of a plan or scheme to
evade the registration provisions of the 1933 Act;
and
|
|
|
(q)
|
the
Contractor has been advised to consult the Contractor’s own legal, tax and
other advisors with respect to the merits and risks of an investment in
the Compensation Shares and with respect to applicable resale
restrictions, and it is solely responsible (and the Company is not in any
way responsible) for compliance
with:
|
|
|
(i)
|
any
applicable laws of the jurisdiction in which the Contractor is resident in
connection with the distribution of the Compensation Shares hereunder,
and
|
|
|
(ii)
|
applicable
resale restrictions.
|
7.3 Representations, Warranties
and Covenants of the Contractor. The Contractor hereby
represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the end of the expiry of
the Term or early termination of this Agreement) that:
|
|
(a)
|
the
Contractor is not a U.S. Person and is a resident and/or incorprated in
the country indicated on the first page of this
Agreement;
|
|
|
(b)
|
the
Contractor is not acquiring the Compensation Shares for the account or
benefit of, directly or indirectly, any U.S.
Person;
|
|
|
(c)
|
the
sale of the Compensation Shares to the Contractor as contemplated in this
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the
Contractor;
|
|
|
(d)
|
the
Contractor is acquiring the Compensation Shares for investment only and
not with a view to resale or distribution and, in particular, it has no
intention to distribute either directly or indirectly any of the
Compensation Shares in the United States or to U.S.
Persons;
|
8
|
|
(e)
|
the
Contractor is outside the United States when receiving and executing this
Agreement and is acquiring the Compensation Shares as principal for the
Contractor’s own account, for investment purposes only, and not with a
view to, or for, resale, distribution or fractionalisation thereof, in
whole or in part, and no other person has a direct or indirect beneficial
interest in such Compensation
Shares;
|
|
|
(f)
|
the
entering into of this Agreement and the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
the Contractor;
|
|
|
(g)
|
the
entering into of this Agreement and the transactions contemplated thereby
will not result in the violation of any of the terms and provisions of any
law applicable to the Contractor, or of any agreement, written or oral, to
which the Contractor may be a party or by which the Contractor is or may
be bound;
|
|
|
(h)
|
the
Contractor has duly executed and delivered this Agreement and it
constitutes a valid and binding agreement of the Contractor enforceable
against the Contractor in accordance with its
terms;
|
|
|
(i)
|
the
Contractor has the requisite knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of
the prospective investment in the Compensation Shares and the
Company;
|
|
|
(j)
|
the
Contractor is not an underwriter of, or dealer in, the common shares of
the Company, nor is the Contractor participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Compensation Shares;
|
|
|
(k)
|
the
Contractor is not aware of any advertisement of pertaining to the Company
or any of the Compensation Shares;
and
|
|
|
(l)
|
no
person has made to the Contractor any written or oral
representations:
|
|
|
(i)
|
that
any person will resell or repurchase any of the Compensation
Shares;
|
|
|
(ii)
|
that
any person will refund the purchase price of any of the Compensation
Shares;
|
|
|
(iii)
|
as
to the future price or value of any of the Compensation Shares;
or
|
|
|
(iv)
|
that
any of the Compensation Shares will be listed and posted for trading on
any stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Compensation Shares
of the Company on any stock exchange or automated dealer quotation system,
except that currently certain market makers make market in the common
shares of the Company on the OTC Bulletin
Board.
|
7.4 Legending of Compensation
Shares. The Contractor hereby acknowledges that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Compensation Shares will bear a legend in substantially the following
form:
9
THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").
NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.
7.5 The
Contractor hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1 Notices. All
notices required or allowed to be given under this Agreement shall be made
either personally by delivery to or by facsimile transmission to the address as
hereinafter set forth or to such other address as may be designated from time to
time by such party in writing:
|
|
(a)
|
in
the case of the Company, to:
|
Clenergen
Corporation
0000
Xxxxx Xxxx
Xxxxx
000
Xxxxxxx
Xxxxx, XX. 00000
XXX
Attention: Xxxx
Xxxxx
|
|
(b)
|
and
in the case of the Contractor to:
|
Xxxxxxxxxx
Madhavikutty Xxxxxxxxx Xxxx
#440-1.
Xxxxxx, Xxxx 000
Xxxxxxxxxxxxx-XX
Xxxxxxxxxx,
Xxxxxx 000000 Xxxxx
10
|
8.2
|
Independent Legal
Advice. The Contractor acknowledges
that:
|
|
|
(a)
|
this Agreement was
prepared by the X.X. Xxxxxxxxx Law Corporation for the
Company;
|
|
|
(b)
|
X.X.
Xxxxxxxxx Law Corporation received instructions from the Company and does
not represent the Contractor in regards to this
Agreement;
|
|
|
(c)
|
the
Contractor has been requested to obtain its own independent legal advice
on this Agreement prior to signing this
Agreement;
|
|
|
(d)
|
the
Contractor has been given adequate time to obtain independent legal
advice;
|
|
|
(e)
|
by
signing this Agreement, the Company confirms that he fully understands
this Agreement; and
|
|
|
(f)
|
by signing this Agreement without
first obtaining independent legal advice, the Contractor waives its right
to obtain independent legal
advice.
|
8.3 Change of
Address. Any party may, from time to time, change its address
for service hereunder by written notice to the other party in the manner
aforesaid.
8.4 Entire
Agreement. As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the appointment of the Contractor by the Company are null and
void. The parties hereto agree that they have expressed herein their
entire understanding and agreement concerning the subject matter of this
Agreement and it is expressly agreed that no implied covenant, condition, term
or reservation or prior representation or warranty shall be read into this
Agreement relating to or concerning the subject matter hereof or any matter or
operation provided for herein.
8.5 Further
Assurances. Each party hereto will promptly and duly execute
and deliver to the other party such further documents and assurances and take
such further action as such other party may from time to time reasonably request
in order to more effectively carry out the intent and purpose of this Agreement
and to establish and protect the rights and remedies created or intended to be
created hereby.
8.6 Waiver. No
provision hereof shall be deemed waived and no breach excused, unless such
waiver or consent excusing the breach is made in writing and signed by the party
to be charged with such waiver or consent. A waiver by a party of any
provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.
8.7 Amendments in
Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.
8.8 Assignment. Except
as herein expressly provided, the respective rights and obligations of the
Contractor and the Company under this Agreement shall not be assignable by
either party without the written consent of the other party and shall, subject
to the foregoing, enure to the benefit of and be binding upon the Contractor and
the Company and their permitted successors or assigns. Nothing herein
expressed or implied is intended to confer on any person other than the parties
hereto any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
11
8.9 Severability. In
the event that any provision contained in this Agreement shall be declared
invalid, illegal or unenforceable by a court or other lawful authority of
competent jurisdiction, such provision shall be deemed not to affect or impair
the validity or enforceability of any other provision of this Agreement, which
shall continue to have full force and effect.
8.10 Headings. The
headings in this Agreement are inserted for convenience of reference only and
shall not affect the construction or interpretation of this
Agreement.
8.11 Number and
Gender. Wherever the singular or masculine or neuter is used
in this Agreement, the same shall be construed as meaning the plural or feminine
or a body politic or corporate and vice versa where the context so
requires.
8.12 Time. Time
shall be of the essence of this Agreement. In the event that any day on or
before which any action is required to be taken hereunder is not a business day,
then such action shall be required to be taken at or before the requisite time
on the next succeeding day that is a business day. For the purposes
of this Agreement, “business day” means a day which is not Saturday or Sunday or
a statutory holiday in Reno, Nevada, U.S.A.
8.13 Enurement. This
Agreement is intended to bind and enure to the benefit of the Company, its
successors and assigns, and the Contractor and the personal legal
representatives of the Contractor.
8.14 Counterparts. This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.
8.15 Currency. Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
lawful money of the United States of America.
8.16 Electronic
Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the effective date of this Agreement.
8.17 Proper
Law. This Agreement will be governed by and construed in
accordance with the law of the State of Nevada. The parties hereby
attorn to the jurisdiction of the Courts in the State of Nevada.
IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first above
written.
CLENERGEN
CORPRATION
|
Per:
|
/s/Xxxx Xxxxx
|
|
|
Xxxx Xxxxx,
CEO
|
/s/ Xxxxxxxxxx Madhavikutty
Bhasharan Xxxx
Xxxxxxxxxx
Madhavikutty Bhasharan Nair
Non
Executive Director
12
SCHEDULE A
Pursuant
to the Consulting Agreement, the Contractor will perform the following
services:
|
|
·
|
Strategy:
Non-Executive Directors should constructively challenge and contribute to
the development of strategy.
|
|
|
·
|
Performance:
Non-Executive Directors should scrutinize the performance of management in
meeting agreed goals and objectives and monitor the reporting of
performance.
|
|
|
·
|
Risk:
Non-executive Directors should satisfy themselves that financial
information is accurate and that financial controls and systems of risk
management are robust and
defensible.
|
|
·
|
People:
Non-executive Directors are responsible for determining appropriate
levels
of remuneration of executive directors and have a prime role in
appointing, and where necessary removing, senior management and in
succession planning
|
|
|
·
|
Provides
entrepreneurial leadership of the Company within a framework of prudent
and effective controls which enable risk to be assessed and
managed.
|
|
|
·
|
Set
the Company’s strategic aims, ensures that the necessary financial and
human resources are in place for the Company to meet its objectives, and
reviews management performance.
|
|
|
·
|
Set
the Company’s values and standards and ensures that its obligations to its
shareholders and others are understood and
met.
|
|
|
·
|
Serve
on one or more of the Board committees including Audit, Nomination and
Remuneration Committees and set out the terms of reference for each of
those committees.
|
13
