Exhibit 10.14
CATALYTICA ENERGY SYSTEMS, INC.
CONSULTING AGREEMENT
This Consulting Agreement (“
Agreement ”) is entered into effective as of
January 1, 2007 by and between Catalytica Energy Systems, Inc.
(together with its direct and indirect subsidiaries, including but
not limited to SCR-Tech LLC (“SCR-Tech”) and CESI-SCR,
Inc., the “ Company ”) and Richard A. Abdoo
(“ Consultant ”). The Company desires to retain
Consultant as an independent contractor to perform consulting
services for the Company with respect to SCR-Tech, and Consultant
is willing to perform such services, on the terms described below.
In consideration of the mutual promises contained herein, the
parties agree as follows:
1 . Services and
Compensation . Consultant agrees to perform for the Company the
services described in Exhibit A (the “
Services ”), and the Company agrees to pay Consultant
the compensation described in Exhibit A for
Consultant’s performance of the Services and to reimburse
Consultant for all reasonable and necessary expenses incurred by
Consultant in the performance of the Services in accordance with
Exhibit A .
2. Confidentiality
.
A .
Definition . “ Confidential Information ”
means any non-public information that relates to the actual or
anticipated business or research and development of the Company,
technical data, trade secrets or know-how, including, but not
limited to, research, product plans or other information regarding
the Company’s products or services and markets therefor,
customer lists and customers (including, but not limited to,
customers of the Company on whom Consultant called or with whom
Consultant became acquainted during the term of this Agreement),
software, developments, inventions, processes, formulas,
technology, designs, drawing, engineering, hardware configuration
information, marketing, finances or other business information.
Confidential Information does not include information that
(i) is known to Consultant at the time of disclosure to
Consultant by the Company as evidenced by written records of
Consultant, (ii) has become publicly known and made generally
available through no wrongful act of Consultant or (iii) has
been rightfully received by Consultant from a third party who is
authorized to make such disclosure.
B.
Nonuse and Nondisclosure . Consultant will not, during or
subsequent to the term of this Agreement, (i) use the
Confidential Information for any purpose whatsoever other than the
performance of the Services on behalf of the Company or
(ii) disclose the Confidential Information to any third party.
Consultant agrees that all Confidential Information will remain the
sole property of the Company. Consultant also agrees to take all
reasonable precautions to prevent any unauthorized disclosure of
such Confidential Information.
C.
Former Client Confidential Information . Consultant agrees
that Consultant will not, during the term of this Agreement,
improperly use or disclose any proprietary information or trade
secrets of any former or current employer of Consultant or other
person or entity with which Consultant has an agreement or duty to
keep in confidence information acquired by Consultant, if any.
Consultant also agrees that Consultant will not bring onto the
Company’s premises any
unpublished document or proprietary information belonging to any
such employer, person or entity unless consented to in writing by
such employer, person or entity.
D.
Third Party Confidential Information . Consultant recognizes
that the Company has received and in the future will receive from
third parties their confidential or proprietary information subject
to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain
limited purposes. Consultant agrees that, during the term of this
Agreement and thereafter, Consultant owes the Company and such
third parties a duty to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to
any person, firm or corporation or to use it except as necessary in
carrying out the Services for the Company consistent with the
Company’s agreement with such third party.
3. Ownership .
A.
Assignment . Consultant agrees that all copyrightable
material, notes, records, drawings, designs, inventions,
improvements, developments, discoveries and trade secrets
conceived, discovered, developed or reduced to practice by
Consultant, solely or in collaboration with others, during the term
of this Agreement that relate in any manner to the business of the
Company that Consultant may be directed to undertake, investigate
or experiment with or that Consultant may become associated with in
work, investigation or experimentation in the Company’s line
of business in performing the Services under this Agreement
(collectively, “ Inventions ”), are the sole
property of the Company. Consultant also agrees to assign (or cause
to be assigned) and hereby assigns fully to the Company all
Inventions and any copyrights, patents, mask work rights or other
intellectual property rights relating to all Inventions.
B.
Further Assurances . Consultant agrees to assist the
Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in Inventions and
any copyrights, patents, mask work rights or other intellectual
property rights relating to all Inventions in any and all
countries, including the disclosure to the Company of all pertinent
information and data with respect to all Inventions, the execution
of all applications, specifications, oaths, assignments and all
other instruments that the Company may deem necessary in order to
apply for and obtain such rights and in order to assign and convey
to the Company, its successors, assigns and nominees the sole and
exclusive right, title and interest in and to all Inventions, and
any copyrights, patents, mask work rights or other intellectual
property rights relating to all Inventions. Consultant also agrees
that Consultant’s obligation to execute or cause to be
executed any such instrument or papers shall continue after the
termination of this Agreement.
C.
Attorney-in-Fact . Consultant agrees that, if the Company is
unable because of Consultant’s unavailability, dissolution,
mental or physical incapacity, or for any other reason, to secure
Consultant’s signature for the purpose of applying for or
pursuing any application for any United States or foreign patents
or mask work or copyright registrations covering the Inventions
assigned to the Company in Section 3.A , then
Consultant hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as Consultant’s
agent and attorney-in-fact, to act for and on Consultant’s
behalf to execute and
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