Exhibit 99.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), made and entered
into as of this 15th day of April, 1999, by and between New Generation Plastic,
Inc., a Delaware corporation, having its principal office at 000 Xxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 000000 (the "Company"), and B.A.M.I Consulting,
S.A. (the "Consultant"), a British Virgin Islands corporation, having its
principal office at 000 Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Virgin Islands.
WHEREAS, Bachkine & Xxxxx Industries, S.A., ("BMI") a British
Virgin Islands corporation originally entered into a Consulting Agreement with
the Consultant as of January 1, 1998; and
WHEREAS, BMI has contributed to NGP all of the assets and
liabilities (the "NGP Assets") relating to the proprietary process that it
believes is capable of creating polymer compounds from a stream of mixed waste
plastic or virgin resins (the "NGP Process"); and
WHEREAS, NGP was formed for the purpose of pursuing the
commercialization of the NGP Process and has begun those efforts; and
WHEREAS, BMI has assigned its rights and obligations under the
original Consulting Agreement and the parties desire to execute this agreement
to reflect the understanding between NGP and the Consultant.
NOW, THEREFORE, the parties agreed hereto as follows:
Article 1
TERM AND TERMINATION
1.1 Term. This Agreement will become effective on the date
first shown above and will continue in effect until three (3) years from the
date hereof, unless sooner terminated or extended by written agreement signed by
both parties.
1.2 Termination. Either party may terminate this Agreement in
the event of a material breach by the other party of any obligation provided
herein. Any such termination may be made only by written notice to the other
party, specifically identifying the breach or breaches on which termination is
based. Following receipt of such notice, the party in breach shall have fifteen
(15) days to cure such breach or breaches, and this Agreement shall terminate in
the event that such cure is not made by the end of such period.
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1.3 Independent Consultant. It is the intention of the parties
that the Consultant be an independent contractor and not an agent, joint
venturer, or partner of the Company.
Article 2
SERVICES TO BE PERFORMED BY THE CONSULTANT
2.1 Scope of Services. The scope of the services to be
performed by the Consultant hereunder is set forth in Exhibit A, as it shall be
amended from time to time during the Term.
Article 3
COMPENSATION
3.1 Consideration for Services Rendered. For the first twelve
(12) months of the Term, the compensation payable by the Company to the
Consultant for the work performed pursuant to this Agreement shall be US$75,000
per month. The compensation for each successive twelve (12) month period of the
Term shall be increased by an amount not less than the percentage increase in
Consumer Price Index for All Urban Consumers, Northeast for the preceding
calendar year.
3.2 Expenses. Except as otherwise provided herein, the
Consultant shall be responsible for payment of all ordinary and necessary
expenses incident to the performance of services hereunder.
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Article 4
EMPLOYMENT TAXES AND BENEFITS
4.1 Compensation of the Consultant's Personnel. The Consultant
shall bear sole responsibility for payment of compensation to its employees. The
Consultant shall pay and report, for all personnel assigned to the Company's
work, income tax withholding, workers' compensation, social security taxes, and
unemployment insurance applicable to such personnel as employees of the
Consultant. The Consultant shall bear sole responsibility for any health or
disability insurance, retirement benefits, or other welfare or pension benefits,
if any, to which such personnel may be entitled. The Consultant agrees to
defend, indemnify, and hold harmless the Company, its officers, directors,
employees and agents, and the administrators of the Company's benefit plans,
from and against any claims, liabilities, or expenses relating to such
compensation, tax, insurance, or benefit matters, provided that the Company
shall notify the Consultant of each such claim and cooperate with the Consultant
in the defense and resolution of such claim.
4.2 Workers' Compensation. Notwithstanding any other workers'
compensation or insurance policies that may be maintained by the Company, the
Consultant shall procure and maintain workers' compensation coverage sufficient
to meet the statutory requirements of every jurisdiction in which the
Consultant's personnel are engaged in work for the Company.
Article 5
GENERAL PROVISIONS
5.1 Notices. Any notices to be given hereunder by any party to
the another party may be effected either by personal delivery in writing or by
registered or certified mail (postage prepaid with return receipt requested),
overnight delivery service or facsimile (with a copy by registered mail). Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but each party may change such address
by written notice in accordance with this paragraph. The date upon which any
such notice is received at the designated address shall be deemed to be the date
of such notice.
5.2 No Discrimination. The Consultant agrees that in the
performance of this Agreement it will not discriminate or permit discrimination
against any person or group of persons on the grounds of sex, race, color,
religion, or natural origin in any manner prohibited by the applicable law.
5.3 Assignment. Neither party may assign its rights or
obligations under this Agreement without the prior written consent of the other.
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5.4 Arbitration. In the event of a dispute between the parties
arising under this Agreement, the parties shall submit to binding arbitration
before a single arbitrator in the City of New York under the Commercial
Arbitration Rules of the American Arbitration Association. The decision of the
arbitrator shall be final and binding with respect to the dispute subject to
arbitration and shall be enforceable in any court of competent jurisdiction. The
prevailing party shall be entitled to the reimbursement of its own expenses and
costs incurred in such arbitration. Nothing in this paragraph shall derogate
from the rights of the parties to seek preliminary injunctive relief to preserve
the status quo.
5.5 Waivers. Any delay or forbearance by either party in
exercising any right hereunder shall not be deemed a waiver of that right.
5.6 Entire Agreement of the Parties. This Agreement supersedes
any and all agreements, either oral or written, between the parties hereto with
respect to the rendering of services by the Consultant for the Company and
contains all the covenants and agreements between the parties with respect to
the rendering of such services in any manner whatsoever. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, that are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding. Any modification of this Agreement will be effective only if it is
in writing signed by the party to be charged.
5.7 Partial Invalidity. If any provision in this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
5.8 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware (United States of
America), without regard to its laws relating to choice of laws.
5.9 Headings. The headings in this Agreement are inserted
merely for the purpose of convenience and shall not affect the meaning or
interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first written above.
NEW GENERATION PLASTIC, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
B.A.M.I. CONSULTING, S.A.
By: /s/ Jacques Mot
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Name: Jacques Mot
Title: Director
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EXHIBIT A
Scope of Services
The Consultant shall perform the following services for the Company
during the Term:
0.1 The Consultant will advise the Company on its capital structure.
0.2 The Consultant shall provide engineering expertise in the development,
intellectual property protection and commercialization of the process
(the "NGP Process") that permits the production of a thermoplastic
compound from mixed plastics waste and/or the production of a
thermoplastic compound from a polymers/copolymers matrix which are
otherwise incompatible.
0.3 The Consultant will assist in the issuance, modification and
maintenance of all patents acquired by the Company with regard to the
NGP Process.
Dated as of April 15, 1999 B.A.M.I. CONSULTING, S.A.
By: /s/ Jacques Mot
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Jacques Mot
(Director)
NEW GENERATION PLASTIC, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
