CONSULTANT AGREEMENT
CONSULTANT
AGREEMENT
THIS
CONSULTANT
AGREEMENT
("Agreement"),
is made and entered into as of October 3, 2005, by and between NuCon, Inc.,
a
Nevada corporation ("Company"), and Xxxxx Xxxxxx ("Consultant"), with reference
to the following:
WHEREAS,
Company wishes to employ Consultant to serve as First Vice President/Secretary
of the Company to provide services to the Company as set forth herein; and
WHEREAS,
Consultant wishes to provide such services under the terms and conditions set
forth herein;
NOW,
THEREFORE, in consideration of the mutual promises, conditions and covenants
set
forth herein, the parties do hereby mutually agree as follows:
1.
Services of Consultant. Company hereby employs Consultant to assist
in
promotion,
administration, financial and strategic planning, client relations attracting
client companies engaged in all manner and kind of nuclear energy endeavors
and
matters related thereto for the Company and to perform such other similar work
as Company may from time to time designate.
2.
Term. The initial term of this Agreement (the "Term") shall be three
(3)
years
commencing on November 1, 2005 and expiring on October 31,
2008,
unless sooner terminated as hereinafter provided. This Agreement between the
Consultant and Company, shall be automatically renewed for successive three
(3)
year
terms unless notice of termination is given 60 days prior to the expiration
of
the Term.
3.
Base Salary. In
consideration
of Consultant's agreement to render services hereunder, Company shall pay to
Consultant the salary ("Base Salary") $72,000 per year, payable in equal monthly
installments of $6,000 each less all amounts required to be withheld in
accordance with applicable law.
4. Benefits.
(a)
During the Term, Consultant shall be entitled to health insurance and other
benefits (including, without limitation, bonuses, vacation and sick leave)
as
are made available to officers of the Company.
(b)
Company shall reimburse Consultant for all reasonable expenses incurred by
consuitant in performing services on behalf of Company. Company shall withhold
and pay any social insurance payments required to be paid on Consultant's
behalf.
(c)
During the Term, Consultant shall be entitled to a leased automobile
provided by the Company at no cost to Employee for use in connection with
Employee's employment.
5.
Devotion
of Time. Consultant shall devote such time and attention to Company
as shall be necessary to adequately perform his duties asherein provided.
Consultant may engage in other activities so long assuch other activities or
ventures do not materially interfere with his duties under this Agreement.
6.
Termination by Company. In the event that Company terminates this
Agreement
for any reason other than cause, Company shall continue to pay Consusltant
the
Base Salary when otherwise due the additional period of the Term of this
Agreement. On the death of Employee, or Employer's termination of this
Agreement, this Agreement shall terminate and be of no further force and effect
and no additional payment hereunder will be due or paid.
7.
Assignment. Without the prior written consent of the other party,
neither Company nor Consultant may assign or transfer this Agreement or
all or any part of its rights hereunder to any person, firm or corporation.
Subject to the foregoing, this Agreement shall be binding upon and inure to
the
benefit of the parties hereto and their respective successors and assigns.
8.
Notices.
Any notice, demand or communication required or permitted to be given by any
provision of this Agreement shall be deemed to have been sufficiently given
or
served for all purposes if sent by personal delivery, recognized overnight
courier, registered or certified mail, postage and charges prepaid, or facsimile
(followed within one business day by a hard copy sent by any other approved
notice method) to the parties at the addresses set forth below their signatures
to this Agreement, upon the earlier of (a) the third business day after such
notice, demand or communication was sent or (b)
receipt
by such party.
9.
Arbitration. In the event of any dispute, claim or controversy between
the parties arising out of or in any way relating to this Agreement, such
dispute, claim or controversy shall be resolved by and through an arbitration
proceeding before a single arbitrator in Los Angeies, Caiifornia, pursuant
to
the cornmerciai arbitration ruies of the American Arbitration Association.
Both
the foregoing agreement of the parties to arbitrate any and all such claims,
and
the results, determination, finding, judgment andlor award rendered through
such
arbitration, shall be final and binding on the parties hereto and may be
specifically enforced by legal proceedings. Any and all legal proceedings to
enforce this Agreement, including any action to compel arbitration hereunder
or
to enforce any award or judgment rendered thereby, shall be governed in
accordance with Section 11.
10.
Attorneys'
Fees. In
the
event
of any
arbitration,
litigation or other legal proceedings between the parties hereto, including
any
action to compel arbitration hereunder or to enforce any award or judgment
rendered thereby, the nonprevailing party shall pay the expenses, including
reasonable attorneys' fees and court costs, of the prevailing party in
connection therewith.
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Miscellaneous.
This Agreement shall be governed by and construed in accordance with the laws
of
the State of California applicable to contracts made and to be performed wholly
within
such
State, and without regard to the conflicts of laws principles thereof. Subject
to the provisions of Section 9 hereof, any suit brought hereon shall be brought
in the state or
federal
courts sitting in
Los
Angeles, California, the parties hereto hereby waiving any claim or defense
that
such forum is not convenient or proper. Each party hereby agrees that any such
court shall have in personarn jurisdiction over it and consents to service
of
process in any manner prescribed in
Section
8
or
in
any
other
manner authorized by California law. This Agreement sets forth the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and replaces any and all prior agreements and understandings,
whether written or oral, relating in any way to the subject matter of this
Agreement. Section and paragraph headings of this Agreement are inserted solely
for convenience of reference and are not a part
of
and
are not intended to govern, limit or aid in the construction of any term or
provision hereof. No waiver of any breach of any provision of this Agreement
shall be construed to be a waiver of any proceeding or succeeding breach of
the
same or any other provision. All rights and the remedies of either party
hereunder shall be cumulative and the exercise or enforcement of any one or
more
of them shall not preclude any party from exercising any of the others or any
right or remedy allowed by law.
Indemnification.
To the fullest extent permitted by law, Company shall indemnify, defend and
hold
harmless Consultant from and against any and all costs, expenses, losses,
claims, damages, obligations or liabilities (including actual attorneys' fees
and expenses) arising out of or relating to any acts, or omissions to act,
made
by Consultant on behalf of or in the course of performing services for Company.
To the extent a change in applicable law permits greater indemnification than
is
now afforded, it is the intent of the parties hereto that Consultant shall
enjoy
the greater benefits afforded by such change. If any claim, action, suit or
proceeding is brought, or claim relating thereto is made, against Consultant
with respect to which indemnity may be sought against Company pursuant to this
Section, Consultant shall notify Company in writing thereof, and Company shall
promptly advance to Consultant the costs of the defense thereof, including,
without limitation, the cost of counsel selected by Consultant. In
addition,
the Company shall as
soon
as
practical
hereafter obtain and maintain oflicers and directors liability insurance in
an
amount of not less than $
1,000.000.
[Signature
page follows]
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IN WITNESS
WHEREOF, the parties have executed this Agreement as
of the date first above
written.
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