EXHIBIT 10(o)
CONTRACT OF ENGAGEMENT
September 12, 2000
THIS IS A CONSULTING AGREEMENT (this "Agreement") by and between GDH
Consultants Ltd. (GDH), a British Columbia corporation, and POWER TECHNOLOGY,
INC. (the "Company"), a Nevada corporation, and by which GDH and the Company,
in consideration of the mutual agreements set forth below (the mutually,
adequacy, and sufficiency of which are hereby acknowledged, hereby agree as
follows:
1. RETENTION OF GDH AS CONSULTANT. The Company hereby engages GDH, and
GDH hereby agrees to provide business acumen in technology transfer
and technology sales in the Asia Pacific region to the Company.
Neither GDH nor the Company shall make an commitment, representation,
or warrant of an kind whatsoever on behalf of the other, nor shall
any party have an right or authority to sign for, bind, or commit the
other to an obligation or undertaking in connection with an
transaction contemplated herein, or otherwise, without the written
consent of the other.
2. GDH through its own abilities and affiliated operatives, shall seek
to provide sales and funding relationships (cash, debt or equity) for
Power Technology Inc.
3. SERVICES AND COMPENSATION. The Company agrees to the following for
schedule:
a. 100,000 options @ 1.00 B exercise price release date September 12,
2000.
b. The company agrees to reimburse GDH for all expenses incurred on
its behalf, all expense will be pre-authorized in the form of an
authorization for expenditure.
c. Upon the successful receipt of funds brought to the company
through GDH, a commission payment of 10% (ten percent) on gross
funds raised under $1 million and a Xxxxxx formula commission
on gross funds over $1 million (5, 4, 3, 2, 1%) will be payable.
This is applicable to all transactions brought to the company
by GDH unless other specified by the parties in writing.
d. Payment must be made to GDH within 15 days of receipt of funds
to the company.
4. TRADE SECRETS: CONFIDENTIAL INFORMATION. The parties agree that:
a. all of the trade secrets of each party (which include, but are
not limited to, technical or non-technical data, a formula, a
pattern, a compilation, a program, a device, a method, a
technique, a drawing, a process, financial data, financial plans,
product plans, or a list of actual or potential customers or
services, whether currently existing or otherwise developed
during the term of this Agreement, that derives economic value,
actual or potential, from not being readily ascertainable by
proper means by other persons who can obtain economic value from
its disclosure or use and is the subject of efforts which are
reasonable under the circumstances to maintain its secrecy and an
other information or materials that is a trade secret; and
b. all of the confidential information of each party (which includes
any data or information of either party other than trade secrets,
whether currently existing or otherwise developed or acquired by
either party during the term of this Agreement, which is
competitively sensitive and not generally known to the public);
that either has been provided, or will be provided, to the other
or that has been obtained, or will be obtained, by either party
in connection with this Agreement (such trade secrets and
confidential information being referred to collectively as the
"Information") is proprietary Information of the disclosing party
and is sole, exclusive and valuable property of the disclosing
party (and the recipient party acknowledges and agrees that he
has, and will acquire, not right, title or interest in such party.
5. LIMITATION ON LIABILITY. Notwithstanding anything to the contrary
in this Agreement, either parties liability to the Company for any
loss or damage arising out of either parties performance or
nonperformance of the Services shall be limited to loss or damage
directly resulting from willful misconduct or gross negligence of
either parties or its agents. It is expressly agreed that in no
event shall GDH's liability to the Company ever exceed the fees paid
to GDH by the Company for the Services set forth in Section 2.
NEITHER GDH NOR ITS OFFICERS, DIRECTORS, SHAREHOLDERS OR AGENTS
SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOSS OF REVENUES SUFFERED BY THE COMPANY OR FOR ANY
CLAIM, DEMAND OR ACTION AGAINST THE COMPANY OR ANY OF ITS
REPRESENTATIVES BY ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT.
6. INDEMNIFICATION. The Company shall be solely responsible for, and
hold harmless and indemnify GDH (including its successors, officers,
directors, shareholders, employees, agents and representatives) from
and against, all losses, claims, damages, liabilities, and expenses
(including any and all reasonable expenses and attorneys fees incurred
in investigating, preparing or defending against an litigation or
proceeding, commenced or threatened, or an claim whatsoever whether
or not resulting in an liability) in connection with GDH's provision
of the Services to the Company, unless such loss, claim, damage,
liability or expense results from the willful misconduct or gross
negligence of GDH or its employees or agents.
7. MISCELLANEOUS.
a. Notices. Each notice under this Agreement shall be in writing
and given either in person or by facsimile, overnight delivery
service or first class mail, postage and any other costs prepaid,
to the address of the party being given notice set forth below
his or its signature or to such other address as a party may
furnish to the other as provided in this sentence; and if such
notice is given pursuant to the foregoing of a permitted successor
or assign, then notice shall thereafter be given pursuant to the
foregoing also to such permitted successor or assign.
b. Assignment. Successors in Interest. No assignment, transfer or
delegation of an rights or obligations under this Agreement by a
party shall be made without the prior written consent of the
other party. This Agreement is binding upon the parties and their
respective successors and assigns, and inures to the benefit of
the parties and their respective permitted successors and assigns.
References to a party are also references to an successor or
assign of such party.
c. Certain Definition. Whenever the context requires, the singular
includes the plural, the plural
includes the singular, and the gender of an pronoun includes
the other genders. Titles and captions of or in this Agreement
are inserted only as a matter of convenience and for reference
and in no way affect the scope of this Agreement or the intent
of its provisions. The parties agree: (1) that "this Agreement"
includes an amendments or other modifications and supplements,
and all exhibits, schedules and an other attachments, to it;
(ii) that "parties to this Agreement" and variations of that
phrase includes all persons who have executed and delivered
this Agreement and, in the event of a successor or assign to a
person who has executed and delivered this Agreement, such
successor or assign; and (iii) that "including" and other words
or phrases of inclusion, if any, shall not be construed as terms
of limitation, so that references to "include" matters shall be
regarded as non-exclusive, non-characterizing illustrations.
d. Severability. An determination by an court of competent
jurisdiction that an provision of this Agreement is invalid
shall not affect the validity of an other provision of this
Agreement, which shall remain in full force and effect and
which shall be construed as to be valid under applicable law.
e. Integration. Amendment; Waiver. This Agreement (i) constitutes
the entire agreement of the parties with respect to its subject
matter, (ii) supersedes all prior agreements, if any, of the
parties with resect to its subject matter, and (ii) may not be
amended except in writing signed by the party against whom the
change is being asserted. The failure of any party at any time
or times to require the performance of an provision of this
Agreement shall in no manner affect the right to enforce the
same; and no waiver by any party of any provision (or of a breach
of any provision) of this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed or
construed either as a further or continuing waiver of any such
provision or breach or as a waiver of any other provision (or of
a breach of any other provision) of this Agreement.
f. Controlling Law. This Agreement is governed by, and shall be
construed and enforced in accordance with the laws of the
Province of British Columbia.
DULY EXECUTED and delivered by the parties hereto on September 12,
2000.
POWER TECHNOLOGY, INC. GDH Consultants Ltd.
By: /s/ Xxx Xxxxx By: /s/ Xxxx Xxxxx
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Name: Xxx Xxxxx Name: Xxxx Xxxxx
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Title: President Title: President
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