Exhibit 10.1 Consulting Agreement
CONSULTING
AGREEMENT
CONSULTING
AGREEMENT ("Agreement") executed on July 11, 2007 to be effective
as of July 1, 2007 (the "Effective Date"), by and between THE
CASTLE GROUP, INC., a Utah corporation, (the "Company"), and HOWARD
MENDELSOHN ("Consultant"); (Company and Consultant are hereinafter
collectively referred to as the “Parties”).
In
consideration of the terms and mutual covenants contained in this
Agreement, the Company and Consultant agree as follows:
1.
Retention . The Company hereby retains Consultant as a
consultant to provide financial consulting services to and advice
to Company with respect to the matters listed in Exhibit A and
Consultant hereby accepts such engagement.
2.
Nature of Relationship . Consultant shall
provide his professional services to the Company as an independent
contractor and shall not be or become an employee of the Company.
Consultant shall provide his own office space and will not be
provided an office, office equipment, support staff or training by
the Company. Consultant shall determine when, where and how
Consultant shall provide his services to the Company but shall be
available for telephone conferences and meetings with the
Company’s Chairman and senior management as reasonably
required by the Company from time to time.
3. Other
Engagements . Company and Consultant acknowledge and
agree that Consultant will be providing consulting services to
other companies or organizations during his engagement by Company.
Consultant agrees during the term of this Agreement,
Consultant will not accept any engagement or perform any consulting
or other services for any other company or organization involved in
the hotel or condominium management business in the State of Hawaii
or in any other location in which the Company does business,
without the prior written consent of Company. Consultant
shall provide Company with written notice prior to accepting any
engagement to perform services in the travel or hospitality
business The Parties agree that while they anticipate that
Consultant will spend an average of approximately 20 to 25 hours
per week performing services for the Company, they acknowledge that
the number of such hours is only an estimate, that the number of
hours will vary significantly from month to month, that some of the
services may be provided by one or more employees, independent
contractors or companies hired by Consultant and that Company is
retaining Consultant as a professional to accomplish the desired
goals and objectives, rather than to work a specified number of
hours.
4.
Reporting Relationship Consultant shall render
services at the request of the Company’s Chairman which are
subject to the direction of the Board of Directors of the
Company.
5.
Term . This Agreement shall continue in full force and
effect for a term beginning on the Effective Date and ending upon
either Party giving fifteen (15) days notice to the other Party of
the election to terminate this Agreement.
6.
Compensation . Company shall pay Consultant a fee of
Eight Thousand Dollars ($8,000.00) per month, payable on the 15
th and last day of each month, for all services provided
by Consultant to Company pursuant to this Agreement.
7.
Warrant . Consultant is hereby granted a warrant to purchase
Two Hundred Thousand (200,000) shares of the Company’s Common
Stock, with an exercise price of $Two Dollars ($2.00) per share,
pursuant and subject to the terms and conditions of the Warrant
Certificate between the parties of even date herewith.
8.
Business and Travel Expenses . Consultant will pay his
own office, staff and overhead expenses except as set forth herein.
The Company shall reimburse Consultant for (1) all reasonable
out-of-
pocket expenses Consultant incurs at the request of the Company and
(2) for travel expenses Consultant incurs in fulfilling his duties
hereunder, in accordance with the policies of the Company in effect
from time to time for travel by the Company’s Chairman.
If and to the extent that Consultant hires or retains an
employee, independent contractor or contractor to perform any
services to be provided by Consultant hereunder, all costs and fees
of such person, independent contractor or company shall be the sole
responsibility of Consultant unless Company expressly consents to
reimburse or pay for in writing.
9.
Inventions and Improvements . Consultant agrees that
all inventions, innovations or improvements in the Company's
software products or methods of conducting its business (including
new combinations, applications, improvements, ideas and
discoveries, whether or not copyrightable or patentable) conceived
or made by him while employed by the Company or using the Company's
equipment and all reports, data, writings or technical information
prepared by him in connection with his employment by the Company or
using the Company's equipment shall be "work made for hire" within
the meaning of Section 101 of the United States Copyright Act and
shall belong to the Company. Consultant will promptly
disclose such software, inventions, innovations or improvements to
the Company and perform all actions reasonably requested to
establish or confirm the ownership of the Company thereof,
including but not limited to providing the Company with copies of
any programs constituting software used or developed by Consultant
in connection with his employment with the Company or using the
Company's equipment.
10. Ownership, Non-Disclosure and Non-Use of
Confidential or Proprietary Information.
(a)
Consultant covenants and agrees that while retained by the Company
and after the termination of this engagement, he will not, directly
or indirectly:
(i) give
to any person not authorized by the Company to receive it or use
it, except for the sole benefit of the Company, any of the
Company's confidential or proprietary data or information whether
relating to services, products or business practices;
(
