January 31, 2006
Xxxxxxxx X. Xxxxxxx
Chief Executive Officer
World Energy Solutions
0000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
RE: Engagement Letter
Dear Xxx,
I very much look forward to working with you to explore and expand sales
for your company.
This letter agreement (this "Agreement") confirms our mutual understanding
and sets forth the terms upon which Xxxxxx X. Xxxx ("Consultant") will provide
consulting services to World Energy Solutions, Inc. ("World Energy Solutions" or
the "Company").
1. Services, Scope of Work, Term.
(a) Services. The Company hereby retains Consultant to advise it in
identifying potential new or additional sources or strategies to seek new
or additional markets and other related business development activities.
Consultant will make efforts to provide introductions, negotiations and act
as a liaison to groups or parties Consultant makes known to World Energy
Solutions. Consultant's intention is to expand World Energy Solutions'
sales through a variety of new or additional relationships and teaming
agreements. Consultant is dependent on World Energy Solutions' cooperation
and assistance throughout the process. World Energy Solutions agrees to
assist Consultant in a supportive timely manner. All of the aforementioned
activities shall comprise the "Services" offered by Consultant to the
Company.
(b) Consultant will need to create a modest due diligence report and
or summary during the course of the process. This summary will include but
not limited to a review of previous federal / state contracts for the past
3 years, bonding related issues, etc.
(c) It is understood any information that is shared is of a
confidential nature and will only be shared with appropriate parties.
Consultant agrees that no Company confidential information will be provided
to any third party unless such party has first executed the Company's
confidentiality agreement.
(d) The Company hereby acknowledges and agrees that despite
Consultant's performance of the Services, such results may not be available
on terms acceptable to the Company or at all. Consultant does not imply or
guarantee in any manner results of his efforts.
(e) Term. The term of this Agreement shall commence on the execution
date of this Agreement and may be terminated by either party at any time.
However, any compensation due to Consultant from efforts he is responsible
for leading to and otherwise obtained from Consultant's introductions shall
continue as agreed upon by the Company.
2. Compensation.
Compensation. As consideration for Consultant's efforts and performance of
the Services hereunder, the Company shall tender to Consultant a consulting fee
consisting of 100,000 shares of Principal's common stock to be registered with
the United States Securities and Exchange Commission on Form S-8. The parties
also may agree that on individual projects it is advisable to compensate
Consultant on a flat-fee basis. Consultant will be paid a reasonable amount for
services rendered, and the Parties must agree, in writing, to the terms,
conditions, and amounts relating to any engagement on a flat-fee basis.
3. Independent Contractor Arrangement. The Parties agree that this
Agreement creates only an independent contractor relationship between them and
that the Company does not retain control as to the mean, manner or method in
which
o Consultant performs the Services under this Agreement. Nothing in
this Agreement shall be deemed to create the relationship of partnership,
joint venture or that of an employer and employee. Furthermore, the Parties
acknowledge that Consultant may provide other services to persons and
entities during his relationship with the Company as consistent with the
terms and provisions hereof.
o It is further understood by the Parties that Consultant, as an
independent contractor, is responsible for all local, state and federal
taxes applicable to compensation hereunder and that the Company is not
responsible for any employment, Social Security or related taxes or
contributions relating to Consultant's Services or compensation under this
Agreement.
o As an independent contractor, Consultant acknowledges and agrees
that he is not entitled to any employee or fringe benefits normally
afforded to employees of the Company, and he specifically waives any claim
of rights or benefits, whether present or future, relating to any fringe
benefits, employee programs or plans, retirement plans, workers'
compensation, or other benefits that may be normally afforded to employees
of the Company.
4. Authority. In his capacity as an independent contractor, under this
Agreement, Consultant acknowledges that he shall not have any power or authority
to enter into any contract, undertaking, agreement for or on behalf of the
Company or to assume or create any obligation or responsibility, express or
implied, on behalf of or in the name of the Company or to bind the Company in
any manner whatsoever.
5. Miscellaneous.
o Assignment. The Company may assign this Agreement and the
obligations of Consultant hereunder to the fullest extent authorized by
law. Due to the personal service nature of Consultant's obligations,
Consultant may not assign this Agreement, except the assignment of any
right to receive compensation or other payment. Subject to the restrictions
in this Section, this Agreement shall also be binding upon and benefit the
Parties hereto and their respective heirs, successors, or assigns.
o Accuracy of Information. The Company with the other signatories
hereto acknowledges and agrees that they are solely responsible for the
accuracy and completeness of all information and representations concerning
its operations and financial information. The Company together with the
signatories understands that Consultant is neither obligated nor
compensated to undertake any independent verification and assumes no
responsibility for accuracy or completeness of such information. The
Company with the other signatories agrees that they will indemnify and hold
harmless Consultant against all losses, claims, liabilities, damages, and
expenses regarding the services Consultant performs on behalf of the
Company.
o Legality and Severability. The Parties covenant and agree that the
provisions contained herein are reasonable and are not known or believed to
be in violation of any federal, state, or local law, rule or regulation. In
the event a court of competent jurisdiction finds any provision herein to
be illegal or unenforceable, the Parties agree that such court shall modify
said provision(s) to make said provision(s) valid and enforceable. The
provision(s) of this Agreement are sever- able, and any illegal or
unenforceable provision(s), or any modification by any court, shall not
affect the remainder of this Agreement, which shall continue at all times
to be valid and enforceable.
o Entire Agreement; Modification. This Agreement constitutes the
entire understanding between the Parties regarding the subject matters
addressed herein. This Agreement can only be modified in writing signed by
both Parties.
1) Notices. All notices and other communications to any Party
under this Agreement shall be in writing (including facsimile
transmissions or similar writing) and shall be given to such Party at
its address or facsimile number set forth below or such other address
or facsimile number as such Party may hereafter specify for the
purpose of notice to the other Party:
2) If to the Company:
Xxxxxxxx X. Xxxxxxx
CEO World Energy Solutions
0000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
(Fax) 000-000-0000
If to Consultant:
Xxxxxx X. Xxxx
0000 Xxxxxxxx Xxxxx, XX, Xxxxx 000,
Xxxxxxxxxx, XX 00000,
(Fax) 000-000-0000
3) Each such notice or other communication shall be effective (i)
if given by mail, 72 hours after such notice or communication is
deposited in the mail with first class postage prepaid and addressed
as set forth above; or (ii) if given by other means, when delivered at
the address specified above or received via facsimile at the number
listed above.
In order to evidence our mutual agreement with the contents of this letter,
please sign below in the space indicated. Please contact me with any questions.
I look forward to your response.
Sincerely,
/s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
World Energy Solutions, Inc.
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxxx, CEO
Date: January 31, 2006
