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EXHIBIT 10(v)
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”),
effective as of the 1 st day of December 2005
(“Effective Date”), by and between Solar Energy Limited
with principal offices located at 145 – 925 West Georgia
Street, Vancouver, British Columbia V6C 3L2
(“Company”), and Bay Cove Capital Corporation, with
principal offices located at 3585 Point Grey Road, Vancouver,
British Columbia V6R 1A7 (“Consultant”).
PREMISES
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A.
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Consultant has numerous business contacts and is
familiar with business conditions, contacts and opportunities in
connection with alternative energy and environmentally conscious
concerns.
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B.
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Company is a research and development company
focused on the development of low cost effective solutions to
global issues concerning water, energy and pollution that is
interested in investigating additional business
opportunities.
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C.
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Consultant desires to enter into a written agreement
to serve as a consultant to Company.
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D.
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Company desires to secure the services of Consultant
and to protect its interest by obtaining comprehensive covenants
from Consultant not to compete with Company or divulge
Company’s confidential information.
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NOW, THEREFORE, in consideration of the mutual
promises, covenants and agreement contained herein, and for other
good and valuable consideration, the receipt and adequacy of which
is expressly acknowledged hereby, Company and Consultant agree as
follows:
1. Engagement of Consultant
Company hereby retains Consultant to serve as
consultant to Company in the following areas:
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A.
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Identify potential acquisition candidates involved
with alternative energy applications and environmentally conscious
business opportunities;
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B.
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Provide market research and business evaluations of
alternative energy and environmentally conscious opportunities
world wide;
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C.
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Introduce debt and equity funding sources to the
Company; and
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D.
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Perform such other services that the Company’s
board of directors should reasonably request over the term of this
Agreement.
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The foregoing services collectively are referred to
herein as the “Consulting Services”.
2. Term of Agreement
This Agreement shall have a term of sixty (60)
months commencing on the Effective Date of this Agreement
(“Term of Agreement”).
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3. Compensation
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A.
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The Company agrees to pay Consultant a monthly fee
of ten thousand dollars ($10,000) and to pay all approved expenses
in consideration for the Consulting Services, to be paid only from
available funds, otherwise to accrue at six percent (6%) per annum
until paid. The Company further agrees to grant to Consultant the
option to convert any accrued fees and expenses into Company shares
at a conversion rate determined by those terms agreed for any
private placement of Company shares nearest in time to the date of
conversion.
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B.
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The Company agrees to issue two hundred thousand
(200,000) shares to Consultant for each twelve (12) month period
within the Term of Agreement. All shares to be issued will be
considered fully earned and non-assessable as of the date
delivered.
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C.
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Should the Company request Consultant to perform
other services not herein described or provided for, Company shall
compensate Consultant as may be agreed to by the parties in
connection with those specific services.
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4. Costs and Expenses
Except as expressly provided otherwise in this
Agreement, Company and Consultant agree that each party shall be
fully and separately responsible for their own expenses incurred in
fulfilling their respective obligations under this Agreement,
including both direct and indirect expenses. Neither party shall be
responsible for the expenses of the other without the advance
written agreement of the other party.
5. Compliance and Indemnity
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A.
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Consultant agrees and acknowledges responsibility
for full compliance with all state and federal laws and regulations
including all applicable regulations of the Securities &
Exchange Commission while engaged in the performance of the
Consulting Services.
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B.
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Consultant acknowledges that in the course of the
performance of his duties, Consultant may become aware of
information, which may be considered “inside
information” within the meaning of the securities laws, rules
and regulations. Consultant acknowledges that its use of such
information to purchase or sell securities of Company, or its
affiliates, or to transmit such information to any other party with
a view to buying, selling or otherwise dealing in Company’s
or its affiliate’s securities is prohibited by law and would
constitute a breach of this Agreement.
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6. Nondisclosure of Confidential
Information
In consideration for the Company entering into this
Agreement, Consultant agrees that the following items (items listed
in Subsection A - D below collectively will be referred to as
“ Confidential Information”) used in the
Company’s business are secret, confidential, unique, and
valuable, were developed by the Company at great cost and over a
long period of time, and disclosure of the Confidential information
to anyone other than the Company’s officers, agents, or
authorized employees will cause Company irreparable
injury:
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A.
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Non-public information, accounting information,
plans of operations, possible mergers, or acquisitions prior to the
public announcement;
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B.
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Contact lists, call lists, and other confidential
customer data;
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C.
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Memoranda, notes, and records accumulated by
Company; and
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D.
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Sketches, plans, drawings and other confidential
exploration and development data.
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Consultant agrees that it will not, directly or
indirectly, during or after the term of this Agreement disclose any
Confidential Information to anyone not authorized by Company to
receive or use such information.
7. Covenant Not to Compete
During the Term of this Agreement and for a period
of one (1) year following termination of this Agreement, except in
the case of a breach of this Agreement by Company, Consultant
agrees not to engage in, assist, perform services for or assist any
other person, firm partnership, corporation or other business
entity (whether as an employee, agent, officer, director, security
holder, owner, creditor, consultant or otherwise) that engages in
or proposes to engage in any business with clients of Company or
any other business or business opportunity that Company
contemplates entering into and was not introduced to Company by
Consultant. Consultant understands and acknowledges that this
covenant not to compete is necessary for Company’s protection
because Company would be irreparably damaged if Consultant
appropriated the business opportunities that Company has retained
it to locate. Consultant expressly agrees that this covenant not to
compete is reasonable in scope because the business opportunities
are not confined to any particular product or geographic
market.
8. Best Efforts Basis
Consultant agrees that it will at all times
faithfully and to the best of its experience, ability and talents,
perform all the duties that may be required of and from Consultant
pursuant to the terms of this
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