Exhibit 10.14
The following agreement discusses the terms and scope of the relationship
between Ovation Products Corporation (Ovation) of Nashua, NH and Etain
Companies, LLC (Etain) 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
1. Term: This agreement shall commence January 1, 2005 and terminate after four
months on April 30, 2005.
2. Nature of the Relationship and Scope of Services: Under this agreement, Etain
shall provide general consulting and strategic services for and at the direction
of Ovation. Ovation shall provide specific guidance as to the priorities on
which it wishes Etain to focus. These areas on which Etain shall provide
assistance may include, but shall not be limited to: strategic alliances,
presentations, governmental organizations, environmental groups, real estate
issues, and press relations. Etain shall not be called upon to act as a lobbyist
of any state or federal entity.
3. Fees: In consideration of its efforts, Etain shall receive ten thousand
dollars per month, payable on the first of each month. . In addition, Etain
shall receive three thousand shares of Ovation Stock on a monthly basis in a
cumulative manner under the existing employee stock option program.
4. Entire Agreement: Should any term or provision hereof be deemed invalid,
void, or unenforceable either in its entirety or in a particular application,
the remainder of the Agreement shall nonetheless remain in full force and
effect. This Agreement shall be binding upon and inure to the benefit of the
respective parties and their permitted assigns and successors in interest. The
previous agreement between these two parties shall be deemed to have expired as
of Jan 1, 2005.
5. Exclusivity and Confidentiality: Both parties acknowledge that this
relationship is non-exclusive and agree that any and all information emanating
from the other's business in any form, and any methods, strategies, technology,
alliances and contacts is "Confidential and Proprietary Information", the
disclosure of which would be harmful to the business interests of each party.
Both parties agree that they will not, during or after the term of this
Agreement, permit the duplication or disclosure of any such Confidential and
Proprietary Information to any person (other than an employee, agent or
representative of the other party who must have such information for the
performance of its obligations hereunder) nor shall one party make use of the
other's "Confidential and Proprietary Information" for their own purposes or for
the benefit of any person, firm, corporation or other entity than the party
owning such information. "Confidential and Proprietary Information" shall not
include information, which at the time of disclosure, is in the public domain.
6. Indemnification: Ovation agrees to indemnify and hold Etain harmless for
claims, actions, threats, damages, injuries or losses arising out of Ovation's
provision of its products to users and compliance with all applicable laws,
pursuant to this Agreement.
7. Notices: All notices or other communications sent pursuant to this Agreement
shall be in writing and shall be delivered in hand or sent by facsimile
transmission or email with subsequent written confirmation. Such notice shall be
deemed to have been given or made upon delivery, if delivered personally or
three business days after mailing via regular mail or one business day if
delivered by an overnight courier.
8. Governing Law: This agreement shall be governed by the laws of the
Commonwealth of Massachusetts without regard to choice of law principles.
In witness whereof, the parties have read, had the opportunity to discuss the
terms and caused this Agreement to be executed and do each hereby warrant and
represent that their respective signatory whose signature appears below has been
and is on the date of this Agreement duly authorized by all necessary and
appropriate corporate action to execute this Agreement.
Ovation Products Corporation Etain, LLC
By /s/ Xxxxxxx Xxxxxx By /s/ Xxxxxx Xxxxxx
Printed Name: Xxxxxxx Xxxxxx Printed Name: Xxxxxx Xxxxxx
Title: CEO Title: President
Date: January 25, 2005 Date: January 25, 2005
