Engagement Agreement
between
▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cyntech Technologies, Inc.
This Engagement Agreement ("Agreement"), entered into on this 5th day of
January, 1998, will document any or all prior verbal or written agreements
entered into by and among Cyntech Technologies, Inc. (Nevada) and all
affiliates, including, parent companies, subsidiaries, successors, affiliates,
assign(s), designees and legatees ("Cyntech" or "Client"), excluding Cyntech
Research & Engineering, Inc. and Cyntech of ▇▇▇▇▇▇▇▇ County, Inc. for all
periods prior to January 5, 1998; and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or any assign(s) (the
"Consultant" or "Tovey")
Cyntech hereby retains Consultant as the chief oil and gas consultant to Cyntech
Technologies, Inc. for the ten-year period ending December 31, 2007, at which
time this Agreement will automatically convert to a month to month basis. The
Agreement will remain in effect until December 31, 2007 or such additional time
period until Cyntech or the Consultant provides a 60-day written notice of its
intent to terminate this Agreement to the other party.
The Consultant will work directly for and under the control and supervision of
the President of Cyntech Technologies, Inc., unless agreed otherwise to in
writing by Cyntech and Consultant. Consultant will have overall responsibility
for developing plant and technology facilities of Cyntech's North American
facilities, subject to the direction and oversight of the Chairman of the Board
of Directors. Subject to the authority and control retained by the President of
the Company, Consultant shall provide consultant advisory services, in exchange
for the fees set forth in this Agreement.
In performing its obligations under this Agreement, Consultant shall use his
best efforts to:
1) devote so much of his time as is reasonably necessary to
perform the assigned duties and obligations, as set forth in
this Agreement;
2) manage the research and development, plant construction and
operations of Cyntech in a businesslike, confidential,
ethical, and non-competitive manner;
3) periodically report to and consult with the President of the
Company, and the Board of Directors and/or other designated
individuals or committees of the Board; and, attend Board
meetings as required.
4) act in good faith and with reasonable diligence.
As a consultant to Cyntech, Tovey will be liable to Cyntech, its subsidiaries
and affiliates for monetary damages due to breach of fiduciary duty, especially
if the breach is a result of gross negligence, willful misconduct, or illegal
actions of the Consultant. Cyntech shall indemnify and hold Consultant harmless
from and against all losses, damages costs and expenses including legal fees
resulting from Consultant's involvement in the operation and management of
Cyntech.
Fees for such services performed by Consultant will be paid by Cyntech, at the
rate of $100.00 per hour, and all reasonable travel and lodging expenses, which
may be increased from time to time based on written notice to and approval by
the President of Cyntech, for the actual time spent, or minimum hours, whichever
is greater, plus all reasonable out-of-pocket costs. Cyntech agree to engage
Consultant for a minimum of 10 hours per month, beginning January 5, 1998,
through the end of this agreement (a minimum of 120 hours per calendar year),
for each month this Agreement remains in effect. Payments will be due and
payable on the fifth business day of the following month. Past due amounts
during Cyntech's development phase which may be deferred and other amounts due
thereafter, whether billed or not, will be subject to interest at the maximum
rate permitted, based on the laws of the State of Georgia.
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If the Consultant is discharged from this Agreement, prior to the expiration
date 1) for any reason except gross negligence, or other willful misconduct or
illegal acts; or 2) is unable to work by reason of death or complete and total
disability; or 3) resigns as a Consultant to Cyntech because of significant
changes in Cyntech's management policy which is unacceptable to the Consultant,
or because of significant changes in Cyntech's management personnel which is not
acceptable to the Consultant, the Consultant will be paid by Cyntech, including
any successors, at the minimum rate of $7,200 per annum, commencing with date of
such discharge, death, disability or resignation through December 31, 2007,
instead of at the minimum rate, as determined in the preceding paragraph.
If Consultant accepts a full time position with the Company, this Agreement
shall become null and void upon the execution of any such employment agreement
In addition, Consultant shall have the following reimbursements as part of this
Agreement:
(1). Consultant will be authorized the reimbursement of up to one (1) vehicles
whose total base lease cost monthly shall not exceed $600.
(2). All repairs, maintenance, damage repairs, insurance, tag, taxes, and
licenses, and other vehicle related requirements.
(3). Office rent reimbursement up to $200.00 per month. If Consultant's
residence is utilized, the same rent allocation is authorized.
If any term or provision of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of the Agreement shall continue in full force and effect with respect
to any other existing or subsequent breach thereof.
This Agreement shall inure to the benefit of and shall be binding upon the
successors of the parties hereto. This Agreement shall be binding on any person,
corporation, partnership, or other entity succeeding to the ownership and/or
operation of Cyntech in any manner whatsoever including by operation of law. All
rights and remedies of either party hereunder are cumulative and are in addition
to and shall not exclude any other right or remedy allowed by law. All rights
and remedies may be exercised concurrently.
This Agreement and the performance hereunder shall be construed in accordance
with the laws of the State of Georgia. If any action, special proceedings, or
other proceedings that may be brought arising of, in connection with, or by
reason of this agreement, the laws of the State of Georgia shall be applicable
and shall govern to the exclusion of the law of any other forum.
This instrument contains the entire Agreement between the parties. It may not be
changed orally, but only by writing agreement, signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
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In witness whereof, the parties hereto, through their authorized signatories,
have executed this Agreement in multiple counterparts and have set their hands
to same, intending to be legally bound thereby, as of the date and year above
written.
Client: Consultant:
Cyntech Technologies, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇
and Successors and/or Assigns and Successors and/or Assigns
__________/S/__________________ ______________/S/______________
R. ▇▇▇▇▇ ▇▇▇▇▇ - President
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