MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT, made as of the 20th day of August, 2005, by and between
GREENSHIFT CORPORATION, having its principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("GreenShift"), and HUGO INTERNATIONAL
TELECOM, INC. ("HGOI").
WHEREAS, GreenShift has substantial managerial, legal, accounting, regulatory
and merchant banking expertise (the "Management Services");
WHEREAS, HGOI is in need of such services; and,
WHEREAS, the parties which to enter into an arrangement whereby GreenShift will
provide HGOI with its Management Services.
NOW THEREFORE, in consideration of the mutual premises and covenants herein set
forth and for other good and valuable consideration, the receipt of which by
each of the parties hereto is hereby acknowledged, it is agreed as follows:
1. ENGAGEMENT. HGOI hereby retains GreenShift to render the Management
Services to HGOI (the "GreenShift Services"). The GreenShift Services shall
include, but shall not be limited to, providing management assistance,
providing assistance with business and other development activities,
locating additional management, locating, negotiating and structuring
suitable acquisitions, and assisting with creating and implementing a plan
to grow HGOI.
2. TERM. Except in the case of earlier termination, as hereinafter
specifically provided, the term (the "Services Period") of this Agreement
shall be as of the date first above written (the effective date hereof)
through and including FIVE (5) years from the date first above written;
provided, however, that after expiration of the employment period, this
Agreement and the Services Period shall automatically be renewed each April
1 for successive one-year terms so that the remaining term of this
Agreement and the Employment Period shall continue to be one year at all
times after expiration of the employment period unless the Company or the
Executive delivers written notice to the other party at least sixty (60)
days preceding the expiration of the employment period or any one-year
extension date of the intention not to extend the term of this Agreement.
3. MANAGEMENT SERVICE FEES. In return for the GreenShift Services, HGOI shall
issue GreenShift a secured promissory note for the following: (a) ONE
HUNDRED FIFTY THOUSAND DOLLARS ($150,000) due and payable upon execution
hereof for GreenShift Services through December 31, 2005, and then per year
thereafter, in the form of cash and/or registered HGOI common stock. (b)
Reimbursement of the expenses incurred by GreenShift during its performance
hereunder in the form of , in the form of cash and/or registered HGOI
common stock.
4. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that the
services to be provided by GreenShift under this Agreement are services
rendered by it solely as an independent contractor and not as an employee
of HGOI. GreenShift shall not be authorized to create or assume any
liability or obligation of any kind for or on behalf of HGOI. As an
independent contractor, GreenShift shall remain fully responsible for
complying with all applicable federal and state laws and, more
specifically, for payment of all taxes or contributions which may be
payable based upon GreenShift's receipt of compensation hereunder,
including, but not limited to, federal and state income taxes, social
security taxes, unemployment compensation taxes, and any other applicable
taxes or business license fees.
5. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
(a) Except as expressly set forth herein, neither this Agreement nor any
services to be performed hereunder shall be construed as granting to
GreenShift any license or right in or to any patent, copyright,
trademark or other proprietary right of HGOI.
(b) The parties acknowledge that their relationship with the other is one
of high trust and confidence and that in the course of performing the
services contemplated by this Agreement each will have access to and
contact with Proprietary Information. The parties agree that neither
will, during the term of this Agreement or at any time thereafter,
disclose to others, or use for its benefit or the benefit of others,
any Proprietary Information. 2
(c) For purposes of this Agreement, "Proprietary Information" shall mean,
by way of illustration and not limitation, all information (whether or
not patentable or copyrightable or able to be protected by trademark)
owned, possessed or used by either party, including, without
limitation, HGOI's technology and know-how related thereto,
inventions, formulas, employee information, organizational plans,
customer information, apparatus, equipment, trade secrets, processes,
research, reports, technical data, know-how, marketing and brand
plans, strategic and business plans, brand names, logos, market
research or analyses, training materials and business methodologies,
projections, forecasts, unpublished financial statements, budgets,
licenses, prices, costing and employee lists that are communicated to,
learned of, developed or otherwise acquired by either party in the
course of rendering performance hereof.
(d) The parties' obligations under this Section shall not apply to any
information that (i) is or becomes known to the general public under
circumstances involving no breach by Distributor or others of the
terms of this Section, (ii) is generally disclosed to third parties by
the other without restriction on such third parties, or (iii) is
approved for release by written authorization of the president of the
relevant party.
(e) Upon termination of this Agreement or at any other time upon request
by either party, the requesting party shall promptly deliver to the
other all records, files, a computer-readable version of all mailing
lists and databases, memoranda, notes, designs, data, reports, price
lists, customer lists, drawings, plans, computer programs, software,
software documentation, sketches, laboratory and research notebooks
and other documents (and all copies or reproductions of such
materials) relating to the business of the requesting party.
(f) The parties represent that their performance under this Agreement does
not, and shall not, breach any agreement that obligates it to keep in
confidence any trade secrets or confidential or proprietary
information of its own or of any other party or to refrain from
competing, directly or indirectly, with the business of any other
party.
6. NOTICES. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by certified or registered
mail, to the parties at the following addresses:
To the Corporation:
HGOI
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To GreenShift:
GreenShift Corporation
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Any notice required or permitted hereunder shall be effective upon receipt.
7. MISCELLANEOUS.
(a) Corporate Authorization. Each party represents and warrants that
it has full power, capacity and authority to execute and deliver
this Agreement and the related agreements, and to consummate the
transactions contemplated hereby; the execution and delivery of
this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by
such party, and no other proceedings are necessary to authorize
this Agreement, or to consummate the transactions contemplated
hereby; and this Agreement has been duly and validly executed and
delivered by such party, and constitutes the legal, valid and
binding agreement of such party.
(b) No Approvals Required. There is no authorization, consent, order
or approval of, or notice to or filing required to be obtained or
given in order for such party to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and
to fully perform its obligations hereunder.
(c) No Violations. The execution, delivery and performance by either
party of this Agreement, and the consummation by either party of
the transactions contemplated hereby and thereby, will not, with
or without the giving of notice or lapse of time or both, (i)
violate any provision of law, statute, rule or regulation to
which either party is subject, (ii) violate any order, judgment
or decree applicable to either party, (iii) conflict with or
result in a breach or default under any term or condition of the
corporate charter or bylaws of either party, or (iv) violate or
result in a breach or default of any term or condition of any
contract or agreement with any third party.
(d) Governing Law and Jurisdiction. The rights and obligations of the
parties under this Agreement shall in all respects be governed by
the laws of the State of New Jersey. The parties agree that venue
and jurisdiction for any action arising out of this Agreement
shall be proper in and only in the Superior Court of the State of
New Jersey, County of Passaic, and the parties consent to the
jurisdiction of such court.
(e) Severability. The provisions of this Agreement are intended to be
severable. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to persons
or circumstances other than those as to which it shall be held
invalid or unenforceable shall not be affected thereby, and each
term and provision of this Agreement shall be valid and
enforceable to the maximum extent permitted by law.
(f) Counterparts; Effectiveness. This Agreement may be executed in
any number of counterparts and any party hereto may execute any
such counterpart, each of which when executed and delivered shall
be deemed to be an original and all of which counterparts taken
together shall constitute but one and the same instrument. This
Agreement shall become binding when one or more counterparts
taken together shall have been executed by all of the parties
reflected as the signatories hereto and delivered to all of the
other parties hereto.
(g) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this
Agreement and supersedes all prior understandings and writings
relating to the subject matter of this Agreement.
(h) Waiver. No failure by any party to insist upon the strict
performance of any covenant, agreement, term or condition of this
Agreement or to exercise any right or remedy consequent upon a
breach hereof shall constitute a waiver of any such breach or any
other covenant, agreement, term or condition. Any party by notice
may, but shall be under no obligation to, waive any of its rights
or any conditions to its obligations hereunder, or any covenant
or agreement of any other party to this Agreement. No waiver
shall be deemed to have been made unless expressed in writing and
signed by such party. No waiver shall affect or alter the
remainder of this Agreement but each and every covenant,
agreement, term and condition hereof shall continue in full force
and effect with respect to any other then existing or subsequent
breach.
(i) Approvals and Consents. Whenever the consent or approval of a
party is required under any provision of this Agreement or a
matter is subject to the satisfaction of a party then, except as
otherwise specifically provided in this Agreement, such party
shall not unreasonably withhold such consent or approval, shall
not be unreasonable in deciding whether such matter is
satisfactory, and shall not unreasonably delay communicating its
decision. Whenever in this Agreement it is provided that it shall
be necessary for one party to have another party's consent or
approval to any action, such consent or approval must be received
in writing prior to the taking of the action to which it relates.
(j) Amendments. This Agreement may not be modified or amended without
the written consent of all parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
HUGO INTERNATIONAL TELECOM, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman
GREENSHIFT CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Chairman and Chief Executive Officer
