CONSULTING AGREEMENT
AGREEMENT
made this 25th day
of July, 2010, by and between Atlas Capital Holdings, Inc. whose address is 0000
X. Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, hereinafter referred to as the
"Consultant", and Alternative Energy Partners, Inc., whose principal place of
business is located at 0000 X Xxxxxxxxx Xxxxxxx, Xxxxx X, Xxxxxxx Xxxxxx,
Xxxxxxx, 00000, hereinafter referred to as "Company".
WHEREAS,
the Company desires to engage Consultant to consult with merger and
acquisition negotiations as an independent contractor and not as an
employee; and
WHEREAS,
Consultant desires to consult with the Board of Directors, the officers of the
Company, and the administrative staff, and to undertake for the Company
consultation as to the direction of certain functions in said management of
AEGY;
NOW,
THEREFORE, it is agreed as follows:
1. Term.
The respective duties and obligations of the contracting parties shall be for a
period commencing on July 25, 2010, and may be terminated by either party giving
thirty (30) days' written notice to the other party at the addresses stated
above or at an address chosen subsequent to the execution of this agreement and
duly communicated to the party giving notice.
2.
Consultations. Consultant shall be available to consult with the Board of
Directors, the officers of the Company, and the heads of the administrative
staff, at reasonable times, concerning matters pertaining to its legal
organization, compliance with reporting obligations at the Securities and
Exchange Commission and preparation of offering documents and related materials
as needed.
3.
Liability. With regard to the services to be performed by the Consultant
pursuant to the terms of this agreement, the Consultant shall not be liable to
the Company, or to anyone who may claim any right due to any relationship with
the Company, for any acts or omissions in the performance of services on the
part of the Consultant or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to
willful misconduct or gross negligence. The Company shall hold the Consultant
free and harmless from any obligations, costs, claims, judgments, attorneys'
fees, and attachments arising from or growing out of the services rendered to
the Company pursuant to the terms of this agreement or in any way connected with
the rendering of services, except when the same shall arise due to the willful
misconduct or gross negligence of the Consultant and the Consultant is adjudged
to be guilty of willful misconduct or gross negligence by a court of competent
jurisdiction.
4.
Compensation. The Consultant shall receive a lump sum of 4,000,000 shares of S-8
stock as of July 25, 2010. In addition, the Company shall reimburse the
Consultant per diem for any reasonable out of pocket expenses incurred by the
Consultant pursuant to the terms of this agreement. The amount shall be paid to
the Consultant at the signing of this contract.
5.
Arbitration. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration in accordance
of the rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) shall be entered in any court having
jurisdiction thereof. For that purpose, the parties hereto consent to the
jurisdiction and venue of an appropriate court located in the County of Los
Angeles, State of California. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court costs, and
all other expenses, whether or not taxable by the court as costs, in addition to
any other relief to which the prevailing party may be entitled. In such event,
no action shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the cause(s) of
action actually accrued regardless of whether damages were otherwise as of said
time calculable.
IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day of
July 25, 2010.
Alternative
Energy Partners,
Inc.
Atlas Capital Holdings
/s/ Xxxx
Xxxx
/s/ Xxxxxxxxxxx Xxxxxx
Xxxx
Xxxx, President and
Secretary Xxxxxxxxxxx
Xxxxxx