CONSULTING SERVICES AGREEMENT
Exhibit
10.5
This
Agreement
is made
this
20th day
of December
2006
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BETWEEN
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EESTECH
INC.
of
00000 Xxxxxxx Xxxxxxx, Xxxxx X-00 Xxxxxx Xxxxx, Xxxxxxxxxx, 00000
Xxxxxx
Xxxxxx of America (“EESTech”)
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AND
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MJB
CAPITAL LTD of
0/00 Xxxxxxx Xx, Xx Xxxxxxx, Xxxxxxxx, XX (“the
Consultant”)
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AND
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XXXXXX
XXXXX XXXXXX
of
00 Xxxxxxxx Xxxxx Xxxxx, Xxxxxx Island in the State of Queensland
(“the
Key Personnel”)
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BACKGROUND
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A.
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EESTech
is desirous of engaging the services of the Consultant to perform
the
services more particularly set out in this
agreement.
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B.
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The
Consultant is desirous of accepting EESTech’s offer of a consultancy
arrangement.
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C.
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This
agreement sets out the terms of the Consultant’s engagement to perform the
services set out in this agreement.
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OPERATIVE
PROVISIONS
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1.
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This
agreement supersedes all previous agreements entered into between
the
parties.
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2.
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Duration
of Agreement
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2.1.
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This
agreement shall commence on 3 July 2007 and shall continue until
terminated in accordance with the terms of this
agreement.
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3.
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Consulting
Services
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3.1.
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The
Consultant will:-
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3.1.1.
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inform
itself as to the requirements of EESTech in respect of the consulting
services;
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3.1.2.
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consult
regularly with EESTech throughout the performance of the consulting
services and perform the consulting services as directed by EESTech
acting
reasonably;
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3.1.3.
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act
professionally at all times in the performance of the consulting
services
exercising the skill care and diligence normally required in
this respect
and perform or cause to be performed the consulting services
in a proper
and professional manner
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4.
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Key
Personnel
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4.1.
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The
Consultant by the execution of this agreement nominates Xxxxxx
Xxxxx Xxxxxx
to
carry out, perform and provide the consulting
services.
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4.2.
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The
Consultant, Key Personnel and any other person who supplies, performs
or
carries out the consulting services shall not be taken to be or become
employees or agents of EESTech and are independent
contractors.
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4.3.
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The
Consultant shall be responsible for effecting all insurances required
under Workers Compensation legislation and shall be responsible for
the
remuneration of the Key Personnel.
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5.
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Remuneration
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5.1.
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The
Consultant will be paid an annual fee of Xxx
Xxxxxxx xxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars
(USD$120,000.00)
payable by monthly payments in arrears of Ten
Thousand United States Dollars (USD$10,000.00).
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5.2.
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The
monthly payments will be converted to any currency as selected by
the
Consultant and payable at the opening exchange rate on the day of
payment.
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6.
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Exclusions
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6.1.
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This
agreement is not exclusive and nothing contained in this agreement
will
effect any existing or future consultancy arrangements which may
be made
by the Consultant provided that such consultancy arrangements do
not
conflict with the business of
EESTech.
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7.
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Default
and Termination
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7.1.
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Either
party may terminate this agreement in writing to the other by giving
three
(3) months written notice to the other.
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7.2.
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Despite
spite clause 7.1, either party may terminate this agreement with
immediate
effect by giving written notice to the other part if the other party
breaches any provision of this agreement and fails to take reasonable
steps to remedy the breach within fourteen (14) days after receiving
notice to do so.
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7.3.
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Despite
clauses 7.1 and 7.2, either party may terminate this agreement without
notice if the other party:-
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7.3.1. becomes
insolvent or bankrupt; or
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7.3.2.
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a
receiver or receiver and manager, a trustee in bankruptcy, a provisional
liquidator/liquidator or other like person, is appointed for part
or all
of the Contractor’s assets or business;
or
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7.3.3. is
charged with any serious criminal offence.
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7.4.
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Either
party must notify the other immediately if any of the events in 7.3
occur.
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8.
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Out
of Pocket Expenses
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8.1.
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All
usual out of pocket expenses eg. International, interstate and intrastate
travel taxi fares, food and accommodation will be to the account
of
EESTech.
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8.2.
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EESTech
will refund to the Consultant the cost of all outlays incurred by
the
Consultant in connection with this agreement eg. telephone calls,
stationery, petrol and parking fees incurred in connection with its
duties
hereunder and will if necessary, provide and pay for the Consultant’s use
of a mobile phone.
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9.
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Goods
and Services Tax (GST)
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9.1.
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For
the purpose of this agreement “GST” means a goods and services tax imposed
on the supply of services under A
New Tax System (Goods and Services Tax) Xxx 0000
(Cth).
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9.2.
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The
total fee payable by EESTech under this agreement is expressed exclusive
of GST. EESTech will on issue of a complying tax invoice pay the
Consultant an amount equal to the GST liability payable by the
Consultant.
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10.
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Variation
of Agreement
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No
agreement
or understanding varying or extending this agreement shall be legally binding
upon either party unless in writing and signed by both parties.
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11.
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Dispute
Determination
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11.1.
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If
any dispute
arises between the parties in relation to the effect of this agreement
and
that dispute is not mutually resolved within one (1) calendar month,
the
parties may appoint a person independent of the Company to resolve
the
dispute, failing which the dispute may be referred to an arbitrator
appointed by the President for the time being of the Queensland Law
Society.
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11.2.
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At
such arbitration each of the parties may be represented by a duly
qualified legal practitioner.
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11.3.
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The
costs of the arbitration shall be dealt with as
follows:-
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11.3.1. the
costs
of each of the parties shall be borne by the party that incurred them and not
by
any other party; and
11.3.2. the
fees
and expenses of the arbitrator and any costs of the arbitration shall be borne
equally by the parties.
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12.
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Governing
Law
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12.1.
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This
agreement is governed by and shall be construed in accordance with
the
laws of the State of Queensland.
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12.2.
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The
Contractor shall ensure that the Consulting Services comply with
the laws
of any State or Territory in which the Consulting Services, or any
part
thereof, are to be carried out.
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13.
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Notices
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13.1.
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Notices
under
this agreement may be delivered by prepaid postage, by hand or by
facsimile transmission to each of the parties at the address set
out in
the Schedule or such other address as either party may specify by
notice
in writing to the other. Notices will be deemed to be
given:-
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13.1.1. two
(2)
days after deposit in the mail with postage prepaid;
13.1.2. when
delivered by hand; or
13.1.3. if
sent
by facsimile transmission, upon an apparently successful transmission being
noted by the sender's facsimile machine.
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14.
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Entire
Agreement
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This
agreement constitutes
the entire agreement between the parties in relation to its subject
matter.
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15.
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Severability
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The
terms
and conditions of this agreement and each and every part thereof shall be so
construed as not to infringe the provisions of any Act whether State or Federal,
but if any such term or condition on its true interpretation does infringe
any
such provision, the term or condition shall be read down to such extent as
may
be necessary to ensure that it does not infringe, and in the event that the
offending term or condition cannot be so read down it shall be deemed to be
void
and severable without in any way diminishing the enforceability of the remaining
terms and conditions and each of them.
Executed
as an agreement
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SIGNED
for and on behalf of EESTech
INC.
by
a person duly authorized for that purpose who certifies that h is
duly
authorized in accordance with its constitution:
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)
)
)
)
)
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………………………………………………
………………………………………………
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SIGNED
for and on behalf of MJB
CAPITAL LTD
by
a person duly authorized for that purpose who certifies that h is
duly
authorized in accordance with its constitution:
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)
)
)
)
)
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………………………………………………
………………………………………………
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SIGNED
by
the said XXXXXX
XXXXX XXXXXX in
the presence of:
……………………………………………..
Witness
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)
)
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………………………………………………
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