POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 June 1, 2007
Exhibit
10.14
POWER
OF THE DREAM VENTURES, INC.
1095
Budapest
Soroksari
ut 00-00
Xxxxxxx
Tel: x00-0-000-0000
Fax:
x00-0-000-0000
June
1,
2007
CONFIDENTIAL
Xx.
Xxxxx
Xxxxxxxx
0000
Xxxxxxxxxx
Xxxxx
Xxx
xxxx 00
Xxxxxxx
Dear
Xx.
Xxxxxxxx:
This
letter (this “Agreement”) constitutes the agreement between Power of the Dream
Ventures, Inc., a Delaware corporation and Xx Xxxxx Xxxxxxxx (“Consultant” or
“GSZ”) pursuant to which GSZ will serve as a the legal representative of the
company with respect to its business matters in Hungary. The terms of
this Agreement are as follows:
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A.
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Services. At
the Company’s request, GSZ shall provide general business consulting
services including, but not limited to the
following:
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1.
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legal
representation of Power of the Dream Venture’s wholly owned Hungarian
subsidiary, Vidatech Kft., in all legal matters relating to the
operation
of Vidatech as stipulated and mandated by Hungarian
law.
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Xx.
Xxxxx
Xxxxxxxx
June
6,
2007
Page
2
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B.
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Fees
and Expenses. In connection with
the services described in Section A above, the Company shall issue
to GSZ
a one-time payment of one hundred thousand (100,000) shares of
the
Company’s common stock, $.0001 par value per share upon the execution
hereof, in consideration of securing his commitment to the Company
for the
term herein provided. In addition, the Company hereby agrees, from
time to
time upon request, to reimburse GSZ for all reasonable travel and
other
out-of-pocket expenses incurred in connection with GSZ’s engagement
hereunder; provided, however,
that each individual expense in excess of Two Hundred Fifty
and
00/100 Dollars ($250.00) shall require the prior written approval
of the
Company and, in any event, cumulative expenses of GSZ hereunder
shall not
exceed two thousand and 00/100 Dollars
($2,000.00).
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D.
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Term
of Engagement. Except as set forth below,
the initial term of GSZ’s engagement will begin on the date hereof and end
twelve (12) months from the date hereof. Either party may
terminate GSZ’s engagement before the end of the initial term hereto at
any time, with or without cause, upon ten (10) days’ prior written notice
to the other party. Notwithstanding any such termination, the
provisions in this Agreement regarding Fees and Expenses, Use of
Information, Indemnity, Arbitration of Disputes and Confidentiality
shall
survive and remain in full force and effect and be binding on any
successors of the Company. GSZ acknowledges that all materials
produced as
part of this agreement become the exclusive property of the Company
and
that GSZ may not use any of said materials without the express
written
consent of the Company.
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E.
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Use
of Information. The Company will furnish GSZ
such information as GSZ reasonably requests in connection with
the
performance of his services hereunder. The Company understands,
acknowledges and agrees that, in performing his services hereunder,
GSZ
will use and rely entirely upon such information as is provided
by the
Company as well as publicly available information regarding the
Company
and that GSZ does not assume responsibility for independent verification
of the accuracy or completeness of any information, whether publicly
available or otherwise furnished to GSZ, concerning the Company
including,
without limitation, any technical information, engineering data
or
prototype plans considered by GSZ in connection with the provision
of his
services. Accordingly, GSZ shall be entitled to assume and rely
upon the accuracy and completeness of all such information and
shall not
be required to conduct a physical inspection of any of the properties
or
assets or to prepare or obtain any independent evaluation or appraisal
of
any of the assets or liabilities of the Company. With respect to
any
technical data made available to GSZ by the Company and used by
GSZ in his
work, GSZ shall be entitled to assume that such technical drawings
have
been reasonably prepared and reflect the best currently available
information of the management of the Company as to the matters
covered
thereby. If any information provided to GSZ by the Company
becomes inaccurate, incomplete or misleading in any material respect
during GSZ’s engagement hereunder, the Company shall so advise
GSZ.
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Xx.
Xxxxx
Xxxxxxxx
June
6,
2007
Page
3
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F.
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Confidentiality.
GSZ agrees to keep confidential during the term, and for
24
months after any termination of this Agreement, all material nonpublic
information provided to it by the Company, except as required by
law,
pursuant to an order of a court of competent jurisdiction or the
request
of a regulatory authority having jurisdiction over GSZ, or as contemplated
by the terms of this Agreement. Notwithstanding anything to the
contrary
herein, GSZ may disclose nonpublic information to his affiliates,
agents
and advisors whenever GSZ determines that such disclosure is necessary
to
provide the services contemplated
hereunder.
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G.
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Indemnity.
GSZ and the Company agree to the provisions with respect
to
indemnification by the Company of GSZ and certain other parties
as set
forth on Annex A attached
hereto.
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H.
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Limitation
of GSZ’s Engagement by the Company. The
Company acknowledges that GSZ has been retained only by the Company,
that
GSZ is providing services hereunder as an independent contractor
(and not
in any fiduciary or agency capacity), and that the Company’s engagement of
GSZ is not deemed to be on behalf of, and is not intended to confer
rights
upon, any shareholder, owner or partner of the Company or any other
person
not a party hereto as against GSZ. Unless otherwise expressly
agreed in writing by GSZ, no one other than the Company is authorized
to
rely upon this engagement or any other statements or conduct of
GSZ, and
no one other than the Company is intended to be a beneficiary of
this
Agreement. The Company acknowledges that any recommendations or
advice, written or oral, given by GSZ to the Company in connection
with
GSZ’s engagement are intended solely for the benefit and use of the
Company’s management and directors, and any such recommendations or advice
are not on behalf of, and shall not confer any rights or remedies
upon,
any other person or be used or relied upon for any other
purpose.
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Xx.
Xxxxx
Xxxxxxxx
June
6,
2007
Page
4
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I.
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Limitation
on GSZ’s Liability to the Company. GSZ and
the Company further agree that GSZ shall have no liability to the
Company,
its security holders or creditors, or any person asserting claims
on
behalf of or in the right of the Company (whether direct or indirect,
in
contract, tort, for an act of negligence or otherwise) for any
losses,
fees, damages, liabilities, costs, expenses or equitable relief
arising
out of or relating to this Agreement or the services to be rendered
hereunder, except for losses, fees, damages, liabilities, costs
or
expenses that arise out of or are based on any action of or failure
to act
by GSZ and that are finally determined (by a court of competent
jurisdiction and after exhausting all appeals or in an arbitration
conducted in accordance with this Agreement) to have resulted solely
from
the gross negligence or willful misconduct of
GSZ.
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J.
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Governing
Law. This Agreement shall be governed
by and
construed in accordance with the laws of the State of New
York.
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K.
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Arbitration
of Disputes. Except as provided below, any
claim or controversy arising out of or relating to this Agreement,
or the
breach thereof, shall be settled by arbitration in accordance with
the
Commercial Arbitration Rules of the American Arbitration Association,
and
judgment on the award rendered by the arbitrator(s) may be entered
in any
court having jurisdiction thereof. The arbitration of any such
claim or
controversy shall take place in New York,
NY.
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L.
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Miscellaneous.
This Agreement shall not be modified or amended except
in writing
signed by GSZ and the Company. This Agreement shall not be
assigned without the prior written consent of GSZ and the
Company. This Agreement constitutes the entire agreement of GSZ
and the Company with respect to the subject matter hereof and supersedes
all prior agreements. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such
determination shall not affect such provision in any other respect,
and
the remainder of the Agreement shall remain in full force and
effect. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same
instrument.
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Xx.
Xxxxx
Xxxxxxxx
June
6,
2007
Page
5
In
acknowledgment that the foregoing correctly sets forth the understanding
reached
by GSZ and the Company, please sign in the space provided below, whereupon
this
letter shall constitute a binding Agreement as of the date indicated
below.
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Sincerely,
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POWER
OF THE DREAM VENTURES, INC.
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By
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/s/
Viktor Rozsnyay
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| Name: | Viktor Rozsnyay, President | |||
ACCEPTD
AND AGREED THIS
1
DAY OF
JUNE, 2007:
CONSULTANT:
| By: |
/s/
Xxxxx Xxxxxxxx, Dr.
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Name:
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Xx.
Xxxxx Xxxxxxxx
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Xx.
Xxxxx
Xxxxxxxx
June
6,
2007
Page
6
ANNEX
A
In
connection with GSZ’s engagement to advise and to assist the Company pursuant to
the Agreement dated June 6 2007 to which this Annex A is attached, the Company
agrees to indemnify and to hold harmless GSZ (hereinafter referred to as
an
“Indemnified Party”), to the full extent allowed by law or equity, from and
against any and all judgments, losses, claims (whether or not valid), damages,
costs, fees, expenses or liabilities, joint or several, to which an Indemnified
Party may become subject, related to or arising out of GSZ’s engagement or
performance under the Agreement, the transaction contemplated thereby, the
services rendered by GSZ under the Agreement, or any actual or threatened
claim,
litigation, investigation, proceeding or action in any court of before any
regulatory, administrative or other body relating to any of the foregoing
(hereinafter referred to collectively as a “Claim”), and shall, upon request,
reimburse an Indemnified Party for all legal and other costs, fees and expenses
as they are incurred in connection with investigating, preparing or defending
a
Claim, whether or not such Indemnified Party is ever made party to any legal
proceedings; provided, however, that no such
indemnification shall be required to be paid to an Indemnified Party with
respect to a Claim that is finally determined by a court of competent
jurisdiction (after exhaustion of all appeals) or in an arbitration conducted
in
accordance with this Agreement to have resulted solely from the gross negligence
or willful misconduct of such Indemnified Party.
In
the
event that the foregoing indemnity is unavailable or insufficient for any
reason
(other than by reason of the terms hereof) to hold any Indemnified Party
harmless, then the Company shall contribute to any amounts paid or payable
by an
Indemnified Party in such proportion as appropriately reflects the relative
benefits received by such Indemnified Party and to the Company in connection
with the matters to which the Claim relates. If an allocation solely
on the basis of benefits is judicially determined to be impermissible, then
the
Company shall contribute in such proportion as appropriately reflects the
relative benefits and relative fault of the Company and such Indemnified
Party,
as well as any other equitable considerations. In no event shall the
Company contribute less than the amount necessary to ensure that the aggregate
liability of GSZ for contribution pursuant to this paragraph in connection
with
all Claims do not exceed the amount of fees actually received by GSZ under
the
Agreement. For purposes hereof, relative benefits to the Company and
GSZ shall be deemed to be in the same proportion that the total value received
or contemplated to be received by the Company and/or its security holders
bears
to the fees paid to GSZ under the Agreement, and other relative fault of
each
indemnified party an the Company shall be determined by reference to, among
other things, whether the actions and omissions to act were by such Indemnified
Party or the Company and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such action or
omission.
All
amounts due to an Indemnified Party hereunder shall be payable by the Company
promptly upon request by such Indemnified Party. In addition, the
Company agrees to pay all costs and expenses (including attorneys’ fees)
incurred by an Indemnified Party to enforce the terms of this Annex
A.
Xx.
Xxxxx
Xxxxxxxx
June
7,
2007
Page
7
The
Company agrees not to enter into any waiver, release or settlement of any
Claim
(whether or not GSZ is a formal party to such Claim) in respect of which
indemnification may be sought hereunder without the prior written consent
of GSZ
(which consent will not be unreasonably withheld), unless such waiver, release
or settlement includes an unconditional release of GSZ from all liability
arising out of such claim.
The
provisions of this Annex A shall be in addition to any liability which the
Company may otherwise have to GSZ; shall not be limited by any rights that
GSZ
may otherwise have; shall remain in full force and effect regardless of any
termination of GSZ’s engagement; and shall be binding upon any successors or
assigns of GSZ and the Company.
