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CONSULTANT AGREEMENT

Consulting Services Agreement

CONSULTANT AGREEMENT | Document Parties: GLOBAL GREEN SOLUTIONS INC. | C&C GREEN TECHNOLOGIES PTY LTD You are currently viewing:
This Consulting Services Agreement involves

GLOBAL GREEN SOLUTIONS INC. | C&C GREEN TECHNOLOGIES PTY LTD

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Title: CONSULTANT AGREEMENT
Date: 7/15/2008
Industry: Non-Metallic Mining     Sector: Basic Materials

CONSULTANT AGREEMENT, Parties: global green solutions inc. , c&c green technologies pty ltd
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Exhibit 10.51

CONSULTANT AGREEMENT

          THIS CONSULTANT AGREEMENT is made effective 01 st day of May, 2008 (this “Agreement”), between Global Green Solutions Inc. a Nevada Corporation (the “Client") having its registered office at 789 West Pender Street, Suite 1010, Vancouver, BC, Canada, BC, V6C1H2 and C&C Technologies PTY LTD, (the Consultant) resident at No 9, Fifth Avenue, Walmer, Port Elizabeth, South Africa.

RECITALS

                     A.      The Client is engaged in the business of developing and implementing technology internationally for renewable energy and greenhouse gas emissions reduction.

                     B.      The Client requires the services of a General Manager for its South and Southern Africa business operating as Global Green Solutions PTY LTD.

                     C.      The Consultant represents that Clinton van Dyk has the skills and expertise to serve the Client; and the Consultant and has agreed to provide the General Manager services to serve the Client as hereinafter provided.

AGREEMENT

           NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

           1.      Services .    The Consultant agrees to provide Clinton van Dyk for the services of general manager of the Client for its South and Southern Africa business operating as Global Green Solutions PTY LTD. The Consultant will operate under general guidelines provided by the CEO and the Board of Directors of the Client, with responsibilities generally as described in attachment A The Consultant will comply with all rules, policies and procedures of the Client as modified from time to time. The Consultant will perform all of the Consultant’s responsibilities in compliance with all applicable laws and will endeavor to ensure that the operations are in compliance with all applicable laws. During the Consultant’s tenure with the Client, the Consultant will not engage in any other business activity without the reasonable approval of the President and the Board of Directors of the Client.

           2.      Term of Engagement .    The term of engagement of the Consultant will be for the three year period commencing 01 st day of May, 2008 and ending the 30 th day of April, 2011 ("the Term"), unless sooner terminated in accordance with the terms and conditions of this Agreement. If the term continues after the end of the Term, such term will continue on the terms and conditions set forth in this Agreement.

 

 

 


                    3.      Compensation and Stock Options . For the duration of the Consultant’s tenure’s hereunder, the Consultant will be entitled to compensation which will be computed and paid pursuant to the following subparagraphs.

                    3.1     Base Rate . The Client will pay the Consultant base compensation ("Base Compensation") at an annual rate of US$81,600.00 payable in 12 monthly installments at the end of each calendar month and within five (5) days after receipt of an invoice from the Consultant. The Consultant’s base compensation will be reviewed annually by the Board of Directors of the Client during the term of the Consultant’s tenure and may be adjusted in the sole discretion of the Client effective 01 st May of each year commencing 2009, but will not be reduced by the Client unless a material adverse change in the financial condition or operations of the Client has occurred and as agreed with the Consultant.

                   3.2     Incentive Bonus. The Consultant will participate in the Client’s incentive bonus plan (the “Bonus Plan”) and will receive annually within 6 months after completion of each fiscal year stock options based on, on-plan and over-plan annual revenue and net profit performance metrics of the Client as set by the Board of Directors of the Client and determined by the Client’s auditors annually in its financial statements prepared under US GAP. The Consultant may also participate in other bonus or incentive plans adopted by the Client that are applicable to the Consultant’s position, as bonus and incentive plans may be changed from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

                    3.3     Equity Subscription Option. In addition to other forms of compensation provided for herein, the Consultant shall have a subscription option (the “Subscription Option”) to purchase in the aggregate 100,000 common shares of the Client at the price of $0.00001 per share which Subscription Option shall vest as of the effective date. Any shares issued by the Client pursuant to the exercise of the Subscription Option shall be issued subject to securities resale restrictions prescribed under Rule 144, promulgated under the 1933 Securities Act of the United States of America.

                     3.4     Change of Control Provision. Upon a Change of Control or a Hostile Takeover during the term of this Agreement, Consultant shall immediately become 100% vested with respect to any options to purchase the Company's capital stock then held.

        4.          Other Benefits .
 
     4.1      Vacations and Holidays . For the duration of the Consultant’s tenure
  hereunder, the Consultant will be provided with paid 15 days annual vacation plus South African statutory holidays.

                    4.2      Business Expenses . The Client will reimburse the Consultant in accordance with company policies and procedures for reasonable expenses necessarily incurred in the performance of duties hereunder against appropriate receipts and vouchers indicating the

 

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specific business purpose for each such expenditure except as covered by item 3.2 office and other services.

          5.            Termination or Discharge by the Client.
 
       5.1      For Cause. The Client will have the right to immediately terminate the
 

Consultant’s services and this Agreement for cause. "Cause" means: any material breach of this Agreement by the Consultant, including, without limitation, breach of the Consultant’s covenants in Sections 7, 8, 9 and 10; any failure to perform assigned job responsibilities that continues unremedied for a period of thirty (30) days after written notice to the Consultant by the Client; conviction of a felony or failure to contest prosecution for a felony; violation of any statute, rule or regulation, any of which in the judgment of the Client is harmful to the business or to the Client’s reputation; unethical practices; dishonesty; disloyalty; or any reason that would constitute cause under the laws of Nevada or the European Union. Upon termination of the Consultant’s services hereunder for cause or upon the death or disability of the Consultant, neither the Consultant nor the Consultant will have any rights to any unvested benefits or any other compensation or payments after the termination date or the last day of the month in which the Consultant’s death or disability occurred. For purposes of this Agreement, “disability” means the incapacity or inability of the Consultant whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of the Client and confirmed in writing by such doctor, to perform the essential functions of Consultant’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on the Client will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days. Upon termination by the Consultant, the Consultant will have no rights to any unvested benefits or any other compensation or payments from the date of notice. All compensation, payments and unvested benefits will cease after the sixty (60) day notice period.

                      5.2      Without Cause. The Client may terminate the Consultant’s tenure under this Agreement without cause on 3 months notice; provided, however, that the Client will continue to pay, as severance pay, the Consultant’s Base Rate and Office and Other Services at the rate in effect on the termination date through the expiration of the notice period and including any unpaid expenses claims.

           6.       Termination by the Consultant. The Consultant may terminate the Consultant’s tenure and the services of the Consultant under this Agreement for any reason provided that the Consultant gives the Client at least thirty (60) days notice in writing. The Client may, at its option, relieve the Consultant of all duties and authority after notice of termination has been provided. Upon termination by the Consultant, the Consultant will have no rights to any unvested benefits or any other compensation or payments from the date of notice. All compensation, payments and unvested benefits will cease after the sixty (60) day notice period.

 

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           7.       Covenant Not To Compete. During the Consultant’s tenure hereunder and for a period of one year expiring after the termination of the Consultant’s tenure or the Consultant’s active involvement with the Client, the Consultant and the Consultant covenant and agree with the Client that neither will:

                    7.1 . Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or be connected, in any manner, with the ownership, management, operation or control of any business that directly competes with the Client’s business.

                    7.2 Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of the Client or any of its affiliates to alter or discontinue a relationship with the Client or to do any act that is inconsistent with the interests of the Client or any of its affiliates;

                    7.3 Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of the Client or any of its affiliates; or


 
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