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,
