EXHIBIT 6.7
CONSULTING AGREEMENT
THIS AGREEMENT made this 23 day of March, 2000
BETWEEN:
ENERGY VENTURES INC. (CANADA) and its successors and
assigns (EVI)
and
XX. XXXX XXXXXXXX and KORDESCH AND ASSOCIATES
(together known as the consultants)
WHEREAS EVI is engaged in the development and marketing of
technology and owns, controls or participates in ventures owning
or controlling technologies, patented and secret methods,
processes and formulas, and may from time to time engage in the
marketing, licensing, manufacturing or production of
technologies, products or commodities and acquire or develop
additional technologies, processes methods and formulas referred
to as enhancements: AND WHEREAS the consultants desire to provide
services and expertise to EVI to assist in the development and
marketing of the EVI technologies and enhancements; AND WHEREAS
in connection with the provision of these services and expertise
to EVI, even though not directly engaged in such development and
manufacture, are by reason of their duties, informed with respect
to such technologies and enhancements and are enabled to
contribute new improvements on existing technologies and
enhancements: AND THEREFORE EVI and the consultants, in
consideration of the respective mutual agreements herein, agree
with each other as follows:
I. SERVICES
EVI hereby retains the consultants to provide such consulting
services and expertise as are reasonably requested from time to
time by EVl specificallv related to Lithium, Nickel based bobbin
systems with cathodes other than Manganese, Zinc Carbon hybrid
systems, Fuel cells and related technologies.
2. CONSULTING ENTITLEMENT
The consultants shall be entitled to receive options for 50,000
common shares of EVI Delaware at an option price of $.50 US per
share exersizeable until December 31st, 2000 or thirty days after
the termination of this agreement, whichever comes first. In
addition, the consultants will xxxx services at a rate that is
pre-approved by EVI.
3. EXPENSES
All disbursements, costs and other expenses made or incurred by
the Consultants in providing these services shall be expenses of
and shall be borne by EVI providing EVI has pre-approved the
nature and extent of these expenses
4. PAYMENT OF ENTITLEMENT AND EXPENSES
The Consultants shall submit to EVI, not later than 10 business
days following the end of each month during which services were
provided by the Consultants to EVI, an invoice setting out the
provision of services provided to EVI and any disbursements costs
and expenses. Any taxes payable are solely the responsibility of
the Consultants and the Consultants hereby indemnify EVl in
connection therewith. In order to comply with the applicable
legislation, EVI may be required to withhold amounts from
payments to be made respecting the Entitlement, sufficient to
satisfy taxation requirements. All parties agree to use best
efforts to minimize any tax impact while complying with
applicable legislation.
5. EXCLUSIVE ARRANGEMENT
The services to be provided by the Consultants to EVI are to be
deemed to be exclusive and the Consultants acknowledge that,
during the term hereof and for a term of one year thereafter,
they shall not be able to render service or advice to any other
persons or businesses engaged in a similar field to that of EVI,
or to compete or assist or advise any other person or business
which may be competing against Evi or its subsidiaries,
affiliates and assigns, except to Electric Auto Corporation of
Fort Lauderdale and then only in the area of Alkaline Fuel Cells.
6. BEST EFFORTS
During the period of providing services to EVI, the Consultants
shall devote their expertise and best efforts to such duties
assigned to them by EVI and will faithfully and diligently serve,
and endeavor to further the interests of EVI.
7. BENEFIT OF ENHANCEMENTS
Any and all enhancements, inventions and improvements thereon
which the Consultants may conceive or make during the period of
providing services to EVI, relating or in any way connected with
any of the technologies or enhancements or other matters in which
EVl bas been or may become interested, shall be the sole and
exclusive property of EVI and the Consultants will, whenever
required to do so by EVI, execute any kind of applications,
assignments and instruments which EVI shall deem necessary in
order to apply for and obtain patents for such inventions or
improvements and in order to assign and convey to EVI the sole
and exclusive right, title and interest in and to such
enhancements, inventions, improvements, applications and patents.
The Consultant's obligations to execute the documents referred to
above, continue beyond the termination of the agreement with
respect to any and all enhancements, inventions or improvements
conceived or made by them while providing services to EVI. Such
obligations shall be binding on the Consultants assigns,
executors, administrators or other representatives.
8. CONFIDENTIALITY
The Consultants shall not directly or indirectly, disclose or
use, at any time, either during or subsequent to the period of
their services to EVI, any secret or any confidential information
concerning EVI' s processes, methods, formulas, apparatus
specifications, materials and sources of supply thereof,
customers, their identities and requirements, discoveries,
inventions, patents (including applications and rights in
either), contracts, finances, personnel, their duties and
capabilities, research plans, policies and intentions, including
matters not technically trade secrets, the dissemination of
knowledge whereof my prove prejudicial to EVI, other than to
their employees, consultants, associates or students in the
course of their duties who shall be advised of the
confidentiality and agree to be bound thereby. The Consultants
are responsible for any improper use or disclosure by such
person.
9. TERM
The term of this agreement shall be from the date of signing unit
December 31st, 2003 and this agreement supersedes all previous
agreements which shall deem to have been completed with all
rights assigned to EVI and all payments due or received to the
Consultants.
10. DUTIES ON TERMINATION
On the date of the termination of this agreement, the Consultants
shall receive all approved expenses incurred to the date of
termination and the Consultants shall return to EVI all plans
drawings, models, samples papers, notes, books or other equipment
or documents belonging to EVI or relating to its business.
11. SEVERABILITY
If any provision of this agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provisions or part
thereof and the remaining part of such provision and all other
provisions hereof shall continue in full force and effect.
12. NOTICE
Any communication shall be in writing and may be given by
personal delivery, registered mail or telecopier transmitted
addressed to the recipient ass indicated below or to such other
address or phone number as may in writing, advise the other and
will be deemed made on actual delivery or receipt.
13. GOVERNING LAW
The agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario, Canada. In the event of
the assignment of the benefits of this agreement by EVI, the
governing law may have to, at the option of EVI's assignee, be
moved to the applicable jurisdiction of EVI's assignee.
14. ASSIGNMENTS
This agreement shall be binding upon and enure to the benefit of
EVI and its successors and assigns though it may not be assigned
by the Consultants without EVI's prior written permission
15. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the
parties pertaining to the subject matter of this agreement. There
are no warranties, representatives agreements forth or referred
to in this agreement. No reliance is placed on any
representation, opinion, advice or assertion of fact made by any
party or directors, officers and agents to any other party or its
directors, officers and agents except to extend that the same has
been reduced in writing and included as a term of this agreement.
IN WITNESS THEREOF we have executed the agreement as of the day,
month and year first above written.
Xx. Xxxx Xxxxxxxx Energy Ventures Inc.
/s/ Xxxx Xxxxxxxx PER /s/ D. Xxxxx Xxxxxxxx
Kordesch & Associates Inc. D. Xxxxx Xxxxxxxx, President
PER /s/ Xxxx Xxxxxxxx
Xx. Xxxx Xxxxxxxx, President WITNESS: /s/ Xxxxx X. Xxxxxx
