Exhibit 4.5
CONSULTING AGREEMENT
1. PARTIES
This Agreement is entered into as of October 1, 2001 by and between Rotary
Power International, Inc. (the "Company"), a Delaware corporation with its
principal office at Xxx Xxxxxxx Xxxxxx, Xxxx-Xxxxx, Xxx Xxxxxx 00000-0000, and
Xxxxx Xxxxx, an individual residing at 000 Xxxxx Xxxx., Xxxxx Xxxx, Xxxxxxx,
Xxxxxx X0X 0X0 (the "Consultant").
2. ENGAGEMENT
The Company hereby agrees to engage the Consultant, and the Consultant, in
consideration of such engagement, hereby agrees to provide consulting services
as further described in Section 3 below.
3. STATEMENT OF SERVICES
3.1 Consultant agrees that during the term of this Agreement, and any
renewal period thereof, he will provide consulting services to the
Company in connection with market research and analysis relating to
the Company's business.
Consultant will work with and take guidance and directions from the
President of the Company.
3.2 Service provided by Consultant shall be as an independent
contractor.
The term of this agreement shall be until December 31, 2002.
4. COMPENSATION
4.1 In consideration of the consulting services performed hereunder, the
Company agrees to pay Consultant at the rate of US $12.50 per hour
to a maximum of US $1,000 per month.
4.2 The Company agrees to reimburse Consultant for all approved actual
business expenses as may be required in connection with the
performance of services. Any major expenditures are to be submitted
to the Company for prior approval.
4.3 The Consultant will submit invoices monthly for consulting services
and expenses incurred. Expenses billed to the Company shall be
accompanied by supporting documentation. The Company will make
payment of these invoices from Consultant no later than fifteen (15)
days from delivery of the invoice by the Consultant.
4.4 The Company and Consultant may at any time agree that the Company
can issue shares of its common stock in satisfaction of any amounts
that may hereafter become due and owing to the Consultant in
accordance with this Agreement. The number of shares to be issued by
the
-1-
Company shall be agreed upon with Consultant in writing.
5. LIMITATIONS
5.1 Nothing in this Agreement shall grant either party the right to make
commitments of any kind for or on behalf of the other party without
prior written consent of the other party.
5.2 Consultant represents that there is no conflict of interest between
his performance in a consulting capacity under this Agreement and
his relationship with other clients. If at any time in the future it
is believed that there is a potential conflict of interest,
Consultant will promptly so advise and the parties will mutually
agree in writing on the resolution of this potential conflict.
5.3 Either party may terminate this Agreement by giving thirty (30) days
written notice of such termination.
6. NON-COMPETITION
For the term of this Agreement, Consultant will not directly or
indirectly, in any capacity, without prior written approval by the Company,
engage in or render services (including, without limitation, research,
development, marketing or sales) to, or have a financial interest in, any
person, Consultant, corporation or other entity engaged in the rotary engine
business.
7. EXEMPTION FROM COMPANY BENEFIT PLANS, POLICIES AND PROCEDURES
The Consultant is not an employee of the Company and is, therefore, not
entitled to coverage under any of the benefit plans of the Company except as
agreed in writing by Consultant and the Company. The Consultant shall not be
bound by the policies and procedures of the Company.
8. CONFIDENTIAL INFORMATION
Consultant will not disclose any trade secrets or confidential information
identified as such by the Company to any person, Consultant, corporation,
association, or other entity for any reason or purpose whatsoever, nor shall
Consultant make use of any such trade secrets or confidential information for
his own purpose or for the benefit of any person, Consultant, corporation, or
other entity except as authorized in writing by the Company. Consultant agrees
to delivery to the Company upon termination of this Agreement, or at any other
time the Company may request, any proprietary or confidential material supplied
to the Consultant during the term of this Agreement and which the Company has
previously identified as such, relating to the business of the Company which he
may then possess or have under his control. However, there shall be no
restriction on disclosure or use of information which is publicly known other
than as a result of a breach of the Agreement, or which becomes legally
available at any time from a third party without restriction. Confidential
information obtained while an employee of the Company shall be specifically
covered by this clause.
9. MISCELLANEOUS
NOTICES: All notices pertaining to this Agreement shall be in writing and
shall be transmitted either
-2-
by personal hand delivery or through facilities of the United States Postal
Service, certified or registered mail, return receipt requested. The address set
forth in the first paragraph of this Agreement for the respective parties shall
be the places where notices shall be sent, unless written notice of a change of
address is given. Notices shall be deemed to have been given at the time of
delivery of transmission if by personal hand delivery or, if mail, forty-eight
(48) hours after deposited in a regularly maintained receptacle of the United
States Postal Service or the Canadian Postal Service for mailing as aforesaid.
CAPTION HEADINGS: Captions at the beginning of each numbered paragraph of
this Agreement are solely for the convenience of the parties and shall not be
deemed part of the context of this Agreement.
ENTIRE AGREEMENT: This Agreement contains the entire Agreement between the
parties hereto, and supersedes any written or oral agreement between the parties
concerning the subject matter contained herein. There are no representations,
agreements, arrangement or understandings, oral or written, between or among the
parties hereto, relating to the subject matter contained in this Agreement,
which are not fully expressed herein.
AMENDMENT: This Agreement may only be amended by the written consent of
both parties at the time of such amendment.
GOVERNING LAW: The validity, interpretation, construction and performance
of this Agreement shall be controlled by and construed under the laws of the
State of New Jersey. In the event of any litigation arising out of any dispute
in connection with this Agreement, the Company and Consultant hereby consent to
the jurisdiction of the New Jersey courts.
COUNTERPARTS: The Agreement may be executed in counterparts, each which
shall be deemed to be an original, but such counterparts, when taken together,
shall constitute but one Agreement. Facsimile signatures shall be accepted as
original signatures.
SEVERABILITY: In the event any provision of this Agreement is held to be
invalid, voice or unenforceable, the rest of the provisions shall, nonetheless,
remain in full force and effect and shall in on way be affected, impaired or
invalidated.
10. RENEWAL
The parties may renew this Agreement at any time by written instruments
signed by the parties. It is anticipated that each such renewal shall be upon
the same terms and conditions as herein provided, except for necessary changes
in dates, scope of work, or total compensation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
become effective as of October 1, 2001.
XXXXX XXXXX ROTARY POWER INTERNATIONAL, INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. XxXxxxx
--------------------------------- -----------------------------------
Xxxxx Xxxxx Name: Xxxxxx X. XxXxxxx
Title: President & CEO
-3-
