CONSULTING AGREEMENT
This
Agreement is made on April 1, 2008 between Blue Earth
Solutions Inc (the "Company") and Richard Iantosca (the
"Consultant"), a chemical specialist. The Consultant has
extensive experience regarding the chemical structure of poly
styrene and other chemicals used by the Company, and the
Company seeks to benefit from the Consultant's expertise by
retaining the Consultant as an exclusive Technical Consultant.
The Consultant wishes to perform consulting services for the
Company. Accordingly, the Company and the Consultant agree as
follows:
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a.
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The
consultant shall provide advice and consulting services to the
Company with respect to matters related to StyroSolve and Tire
Muscle along with other products the Company may produce. The
Consultant shall be engaged by the Company as a consultant for the
exchange of ideas only and under the terms of this Agreement, shall
not direct or conduct research for or on behalf of the Company. Any
research which may be conducted shall be carried out under the
auspices of a sponsored research agreement between Company and the
Consultant.
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b.
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Upon
request by the Company and in return for compensation detailed in
Article 2, the Consultant shall keep the Company informed about
applications, features, and specifications in the area of chemicals
and chemical formulations as they may broaden or change from time
to time as well as be available for assisting in quality control
issues.
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c.
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The
Company acknowledges that the Consultant is self
employed.
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As
full consideration for the consulting services provided by the
Consultant, the Company shall pay to the Consultant $1,500
twice monthly.
The
Consultant represents to the Company that the Consultant does
not have any agreement to provide consulting services to any
other party, firm, or company in the chemical industry on
matters relating to the scope of this consultancy, but the
company reserves the right to hire others in similar
capacities.
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a.
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Either
party may disclose to the other party any information that the
disclosing party would normally freely disclose to the other
members of the scientific community at large, whether by
publication, by presentation at seminars, or in informal scientific
discussions.
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b.
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The
parties may wish, from time to time, in connection with work
contemplated under this Agreement, to disclose confidential
information to each other ("Confidential Information"). Each party
will use reasonable efforts to prevent the disclosure of any of the
other party's Confidential Information to third parties for a
period of five(5) years from receipt thereof. The recipient may
acquire information that pertains to the discloser's processes,
equipment, programs, developments, or plans that is both (i)
disclosed or made known by the disclosure to the recipient and (ii)
identified in writing as "proprietary" by the disclosure. The
recipient agrees not to disclose any Confidential Information to
third parties or to use any Confidential Information for any
purpose other than performance of the services contemplated by this
Ag
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