Exhibit 10.5
Ozolutions Inc.
Form 10-KSB
AGREEMENT, made as of the 15th day of May 2002 by and between Ozolutions Inc.
maintaining its principal offices at 00 Xxxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx X0X 0X0, herein referred to as "Client" and Xxxxxxx Xxxxxx Xxxxx,
maintaining principal offices at SJO 0033, 0000 XX 00xx Xxxxxx, Xxxxx, Xxxxxxx
00000 herein referred to as "Business Consultant."
WITNESSETH:
WHEREAS Business Consultant is engaged in the business of providing and
rendering marketing, sales and distribution consulting services and has the
knowledge and expertise and contacts in the United States marketplace to render
the requisite services to Client; and
WHEREAS Client is desirous of retaining business consultant for the purpose of
obtaining marketing, sales promotion and distribution capability to reach
industrial, commercial and institutional customers in the United States and to
assist in identifying and arranging product distribution for Client's water
treatment technologies in the largest and most competitive marketplace in the
world.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, it is agreed as follows:
1. Engagement of Business Consultant. Client herewith engages Business
Consultant to render marketing, sales, product promotion and distribution
services.
A. The Business Consulting services to be provided by Business Consultant
shall include, but are not limited to the development of a United States
marketing, sales, promotion and distribution plan whose purpose over the next
twelve months will be to ensure that Client is strategically prepared to enter
the US marketplace with the requisite distribution arrangements. Effective
distribution infrastructure will be required to facilitate effective marketing,
sales and promotion of Client's two water treatment technologies, ozonation and
ELCE water activation. Initial emphasis will be a summary of the size, nature
and characteristics of the US water treatment industry. Once the desired product
categories are identified, the next phase will be to identify those firms who
can best provide the distribution capability to service the US marketplace. The
final phase will be the identification of the strategy and resources required to
properly market Client's products and the sales and promotional tactics
necessary to stimulate demand for Client's products.
B. The client acknowledges that Business Consultant will devote such time
as is reasonably necessary to perform the services for Client having due regard
for Business Consultant's commitments and obligations for which it performs
consulting services.
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Compensation Reimbursement
A. Client will pay business Consultant as compensation for the services
provided for in this Agreement as follows: Client will issue 600,000 common
shares of Ozolutions Inc. to Business Consultant:
Business Consultant will be responsible for expenses incurred during this
engagement.
Term and Termination
This agreement shall be for a period of six (6) months commencing July 15,
2002 and terminating January 1, 2003. Either party shall have the right to
terminate this agreement upon thirty (30) days written notice to the other party
after the first sixty (60) days.
Treatment of Confidential Information
Business Consultant shall not disclose, without the consent of Client, any
financial or business information concerning the business affairs, plans and
programs of Client provided by the Client to Business Consultant, provided such
information is clearly marked in writing by Client as being confidential.
Non-Assignment
This agreement shall not be assigned by either party without the written
consent of the other party.
Entire Agreement
The within agreement contains the entire agreement and understanding
between the parties and supersedes all prior negotiations, agreements and
discussions concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties have executed this Agreement as of the day and
year first written above.
OZOLUTIONS INC. Date: July 17, 2002
By: /s/ Max Weissengruber
Max Weissengruber, President
By: /s/ Xxxxxxx Xxxxxx Xxxxx Date: July 17, 2002
Xxxxxxx Xxxxxx Xxxxx, Consultant
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