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MARKET AWARENESS CONSULTING AGREEMENT

Advertising or Marketing Agreement

MARKET AWARENESS CONSULTING AGREEMENT | Document Parties: POWERVERDE, INC. | Del Mar Corporate Consulting, LLC You are currently viewing:
This Advertising or Marketing Agreement involves

POWERVERDE, INC. | Del Mar Corporate Consulting, LLC

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Title: MARKET AWARENESS CONSULTING AGREEMENT
Date: 11/17/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.5

MARKET AWARENESS CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into as of October 20, 2009, by and between PowerVerde, Inc. (the “Company”), and Del Mar Corporate Consulting, LLC (the “Consultant”).

RECITALS

1. Consultant has expertise in the area of the Company’s business and is willing to provide consulting services to the Company.

2. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein.

AGREEMENT

In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:

1. SCOPE AND DUTIES. During the term of this Agreement, Consultant will perform the following services for the Client:

Market Awareness Consultant will provide the following services (collectively, termed the “Services”). DMCC, along with its affiliate partners and various industry contacts, shall bring attention and exposure to the Company through several mediums, on a “best efforts” basis for the full duration of this agreement. These various services will be performed to help enhance and elevate the Company’s presence within the investor community. See Exhibit A

1. Engagement .

(a) The Company hereby engages Consultant to render, as an independent contractor, the consulting services described in Exhibit A hereto and such other services as may be agreed to in writing by the Company and Consultant from time to time during the term of this agreement.

(b) Consultant hereby accepts the engagement to provide consulting services to the Company on the terms and conditions set forth herein.

2. Term . This Agreement will commence on the date first written above, and unless modified by the mutual written agreement of the parties, shall continue until the satisfactory completion of the services set forth in Exhibit A. Company may terminate this Agreement upon 10 days written notice to Consultant. Company shall be liable to Consultant for all services provided by Consultant on behalf of Company prior to the termination date. Consultant may terminate this agreement upon failure to pay by Company per terms set forth in this agreement.

3. Compensation .

(a) in consideration of the services to be performed by Consultant, the Company agrees to pay Consultant in the manner and at the rates set forth in Exhibit A.

(b) Out of pocket expenses incurred by Consultant that are authorized by the Company in advance in writing shall be reimbursed by Company to Consultant

4. C onsultant’s Business Activities .

(a) During the term of this Agreement, the Consultant will engage in no business or other activities, which are or may be, directly or indirectly, competitive with the business activities of the Company without obtaining the prior written consent of the Company.

(b) Consultant shall devote such time, attention and energy to the business and affairs of the Company as requested by the Company. Company shall provide Consultant all information as Consultant reasonably requests.


5. Interference with the Company’s Business .

(a) Notwithstanding any other provision of this Agreement, for a period of one year after termination of this Agreement, Consultant shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed or under contract (whether as a consultant, employee or otherwise) by or to the Company during the period of such person’s association with the Company and one year thereafter.

6. Representations and Warranties . (a) Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant’s undertaking this relationship with the Company, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement. (b) Company represents and warrants (i) that Company has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Company’s undertaking this relationship with Consultant and (ii) that Company has not entered into or will enter into any agreement (whether oral or written) in conflict with this.

7. Indemnification . (a) Consultant hereby indemnifies and agrees to defend and hold harmless the Company from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys’ fees, arising out of or relating to the services performed by Consultant under this Agreement or the representations and warranties made by Consultant pursuant to paragraph 6 hereof. Consultant’s obligations under this paragraph 7 hereof shall survive the termination, for any reason, of this Agreement. (b) Company hereby indemnifies and agrees to defend and hold harmless the Consultant from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys’ fees, arising out of or relating to any information and/or documentation, provided to Consultant under this Agreement or the representations and warranties made by Company pursuant to paragraph 6 hereof. The Company’s obligations under this paragraph 7 hereof shall survive the termination, for any reason, of this Agreement.

8. Attorney’s Fees . Should either party hereto, or any heir, personal representative,


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