Exhibit 10.17
CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This professional consulting agreement is entered into by and between R&L
Promotions LLC., whose principal place of business is 000 Xxxxxxx Xxxx Xxxxxxxx,
Xxxxx Xxxxxx 00000, hereafter referred to as "Consultant," and Sustainable Power
Corp.; a business entity duly organized and operating under the laws of the
State of Nevada whose business address is 0000 Xxxxxxx 000 Xxxxxxx, Xxxxx 00000,
hereafter referred to as "Client." Both Consultant and Client may be
collectively referred to as the "parties."
In consideration of the mutual promises, covenants and representations made
herein, the parties agree as follows:
WHEREAS, Client is a business entity duly organized and operating under the laws
of the State of Nevada; and
WHEREAS, Client desires to establish a professional consulting relationship with
Consultant, for the main purpose of having Consultant endeavor to use his
professional expertise towards:
a. Identifying and presenting Client with prospective business entities to enter
into advantageous partnerships with Client including, but not exclusive to,
strategic marketing and sales alliances, joint-ventures and/or mergers;
b. Advise Client on product or corporate promotion and advertising;
c. Advise Client on matters pertaining to business development, strategy or
compensation;
d. Promote Client's business using Consultant's business network, and networking
skills, and;
e. Otherwise provide Client on an as needed basis with critical evaluation and
collaboration regarding Client's business plans.
WHEREAS, Consultant is desirous of formalizing a contractual Relationship with
Client for the express purposes outlined above in subsections "a" through "d,"
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS AGREEMENT
Section 1.01 Parties to this agreement are Consultant and Client.
Section 1.02 For the purposes of this agreement, the parties' respective
addresses are:
Client: Sustainable Power Corporation 0000 Xxxxxxx 000 Xxxxxxx, Xxxxx 00000,
copy to Xxxxxx Law Group, 0000 Xxxx Xxxxxxxxx Xx., Xxxxxxx, XX 00000.
Consultant: R&L Promotions LLC., 000 Xxxxxxx Xxxx Xxxxxxxx, Xxxxx Xxxxxx 00000
Section 1.03 Any formal notices or communications needed to be made
pursuant to this agreement, with the exception of typical daily communications
necessary in order to fulfill the services which are the subject matter of this
agreement, must be made to the respective parties at the addresses indicated in
Section 1.02
ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations assumed by
the parties hereunder, shall last for a specific term of six (6) months from the
date this agreement is signed by the parties hereto. If the parties hereto do
not sign this agreement on the same day, then the term of the agreement shall be
for six (6) months from the latter date this agreement is signed by either
party.
Section 2.02 After this agreement becomes effective by both parties
signing it, and after the term expires, this agreement may be renewed for
subsequent six (6) month terms, as long as both parties are amenable to such a
renewal. This renewal shall be accomplished by the parties signing a letter of
renewal at least thirty (30) days before the original or pending six (6) months
term expires. This letter of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to a single six month
extension. Both parties must sign the letter of renewal. Once signed, the exact
terms of this contract will be extended another six (6) months, along with the
same obligations and consideration on each parties behalf, that is, Consultant
will continue to provide the same services provided for herein to Client, and
Client will compensate Consultant similarly as provided for in the first or then
pending six month term.
Section 2.03 If the parties do decide to renew the terms of this agreement
for a successive six (6) month term, all of the terms, provisions, covenants and
obligations of this agreement will be renewed, unless otherwise modified
pursuant to the express written agreement of the parties herein, signed by both
parties.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original term of this agreement, neither
Client or Consultant desires to continue on with the provisions hereof, the
contract will lapse due to expiration of time.
Section 3.02 If either party commits a material breach of the covenants
and obligations assumed hereunder, then, for cause, the nonbreaching party may
choose to terminate this agreement, and stop either performing the services
called for herein, or cease paying the consideration called for in this
agreement. A material breach of this agreement will mean either party's material
failure to live up to the covenants and obligations assumed hereunder.
Section 3.03 The parties agree to submit any disputes with respect to this
Agreement to binding arbitration pursuant to the rules and regulations of the
American Arbitration Association. The parties agree that the venue for such an
arbitration shall be the State of Texas.
ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES -
SERVICES AND CONSIDERATION THEREFOR
Section 4.01 Consultant agrees to perform the following consulting services on
Client's behalf:
a. Meeting and conferring with Client's management, board of directors,
officers, accountants, managers, employees as the case may be, in reviewing
Client's business, in order to perform promotion of Client's business using
Consultant's business network, and networking skills; and,
b. Using Consultant's Business network in order to promote Client's business;
and,
c. Using Consultant's internet based network in order to promote Client's
business; and,
d. Performing any other services that Client considers helpful for Client's
business; and,
e. Otherwise advise Client in matters pertaining to corporate and business
development, planning and strategy.
Section 4.02 As compensation for the faithful services assumed herein by
Consultant, Client agrees to pay to Consultant 7,500,000 SHARES OF RESTRICTED
STOCK in Sustainable Power Corp, trading on the OTCBB under the ticker symbol
SSTP.
a. It is agreed to by the parties hereto that said payment of stock shall become
due and payable immediately upon the execution of this agreement.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES
In order to induce the Company to enter into this Agreement, the Consultant
hereby makes the following unconditional representations and warranties:
In connection with its execution of and performance under this Agreement, the
Consultant has not taken and will not take any action that will cause it to
become required to make any filings with or to register in any capacity with the
Securities and Exchange Commission (the "SEC"), the National Association of
Securities Dealers, Inc. (the "NASD"), the securities commissioner or department
of any state, or any other regulatory or governmental body or agency.
Neither the Consultant nor any of its principals is subject to any sanction or
restriction imposed by the SEC, the NASD, any state securities commission or
department, or any other regulatory or governmental body or agency, which would
prohibit, limit or curtail the Consultant's execution of this Agreement or the
performance of its obligation hereunder.
The Consultant's acquisition of shares pursuant to this Agreement is an
investment made for its own account. The Consultant is permitted to provide
consulting services to any corporation or entity engaged in a business identical
or similar to the Company's.
ARTICLE SIX: MODIFICATION
Section 6.01 This agreement, and the terms hereunder, cannot be modified
unless by a signed writing executed by the parties hereto. The parties
acknowledge that this agreement is the final expression of their agreement, and
merges any and all previous oral and written agreements, negotiations and
communications.
ARTICLE SEVEN: GOVERNING LAW
Section 7.01 This agreement shall be governed and interpreted by the laws
of the State of Texas.
ARTICLE EIGHT: EFFECT OF WAIVER
Section 8.01 The waiver by either party of any particular clause or part of
this agreement, or any obligation hereunder, shall not constitute a waiver of
any or all of the remaining portions of this agreement. Likewise, the waiver by
either party of any specific remedy, or part thereof, provided for under this
agreement, shall not limit the waiving party's right to any other remedy
provided for under the law of the State of Rhode Island.
ARTICLE NINE: AUTHORITY TO BIND PRINCIPALS
Section 9.01 Each party hereto acknowledges that they have complete
authority to enter into this agreement either individually, or in a
representative or agency capacity with a corporate, or other business entity.
Further, for each corporate party, all necessary action has been taken under
their respective by laws and by their respective board of directors to authorize
enter into and be bound by the terms of this agreement.
ARTICLE TEN: NO EMPLOYMENT RELATIONSHIP
Section 10.01 It is recognized and affirmed by the parties hereto, that
Consultant is an independent contractor. Neither Consultant nor Consultant's
employees (if any) or contract personnel are, or shall be deemed, Client's
employees. In its capacity as an independent contractor, Consultant agrees and
represents, and Client agrees, as follows:
a. Consultant reserves the right to perform services for others during the term
of this agreement; however, Consultant will not perform services for any
competitors of Client's during the term of this agreement, or for a period of
two years after the services rendered under this Agreement have been completed.
b. Provided Consultant is in complete compliance will all applicable laws and
regulations, Consultant has the sole right to control and direct the means,
manner and method by which he performs the services to be rendered pursuant to
this agreement. Consultant has the right to perform the services required under
this agreement at any place or location or at any time he determines is
appropriate.
c. Consultant has the power to hire assistants, subcontractors, or to use
employees or contract personnel to provide the services agreed to herein. The
services to be provided by Consultant to Client are to be performed solely by
Consultant, or any assistants, subcontractors, employees or contract personnel
whom Consultant deems are necessary to perform said services. Client shall not
hire, supervise or control any assistants to help Consultant, and neither shall
Client provide any training to said personnel. Client shall not require that
Consultant, or any of Consultant's employees, assistants, contract personnel or
subcontractors devote full time to the services to be performed herein.
d. Consultant has complied with and will continue to comply with all federal,
state and local laws requiring business permits, certificates, and licenses
required to carry out the services to be performed under this agreement.
f. Consultant understands that neither Consultant nor Consultant's employees or
contract personnel are eligible to participate in any employee pension, health,
vacation pay, sick pay, or other fringe benefit plan of Client.
g. Client shall not obtain workers' compensation insurance on behalf of
Consultant or any of Consultant's employees, or contract personnel. If
Consultant does have to hire employees or
contract personnel in order to perform the services contemplated under this
agreement, then Consultant will bear all responsibility for acquiring workers'
compensation insurance [if any] and agrees to hold Client harmless from any
claim for workers' compensation benefits filed by one of Consultant's employees,
subcontractors or contract personnel in performing the services rendered under
this Agreement. Consultant also agrees to hold Client harmless from all costs
and attorney's fees in the event that any claim contemplated under this section
by one of Consultant's employees or contract personnel is filed.
h. Client shall make no state or federal unemployment compensation payments on
behalf of Consultant or any of Consultant's subcontractors, employees, or
contract personnel. Consultant will not be entitled to these benefits in
connection with work performed under
this agreement.
ARTICLE ELEVEN: CONFIDENTIAL INFORMATION
Section 11.01 The parties understand and acknowledge that each of them
(and their respective employees, consultants and subcontractors) may have
disclosed to them, in connection with the rendition of services and performance
of their obligations of this agreement, confidential and/or proprietary
information of the other party. The parties hereto agree that said confidential
or proprietary information shall be held strictly confidential, and that should
legal action become necessary to enforce this clause, the non-breaching party
shall recover costs and attorney's fees as expressed herein.
The Consultant shall NOT disclose to any third party any material non-public
information or data received from the Company without the written consent and
approval of the Company other than: (i) to its agents or representatives that
have a need to know in connection with the Services hereunder; provided such
agents and representatives have a similar obligation to maintain the
confidentiality of such information; (ii) as may be required by applicable law;
provided, Consultant shall provide prompt prior written notice thereof to the
Company to enable the Company to seek a protective order or otherwise prevent
such disclosure; and (iii) such information as becomes publicly known through no
action of the Consultant, or its agents or representatives.
ARTICLETWELVE: ASSIGNMENT
Section 12.01 Neither party hereto may assign this Agreement without the
prior written consent of the other party signed by such other party's duly
authorized representative, which consent may be given or withheld in the sole
discretion of the applicable party whose consent is requested.
ARTICLE THIRTEEN: COUNTERPARTS
Section 13.01 This Agreement may be executed in separate counterparts, anyone
of which need not contain signatures of more than one party, but all of which
taken together will constitute one and the same Agreement.
Client: Xxxx Xxxxxx
Company: Sustainable Power Corporation
0000 Xxxxxxx 000 Xxxxxxx, Xxxxx 00000
By: \s\Xxxx Xxxxxx Dated: August 16, 2008
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Xxxx Xxxxxx
Consultant: R&L Promotions LLC
000 Xxxxxxx Xxxx Xxxxxxxx, Xxxxx Xxxxxx 00000
By: \s\ Xxxxxx X. Xxxxxxxxx Xx. Dated: August 16, 2008
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Xxxxxx X. Xxxxxxxxx Xx.
By: \s\ Xxxxx X. Xxxxx Dated: August 16, 2008
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Xxxxx X. Xxxxx
