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CONSULTING
AGREEMENT, dated as of June 10, 2008 with Sunovia Energy
Technologies, Inc. (the "Company") and Pacific Coast Capital
Advisors, Inc. a California corporation with executive offices
located at 528 La Pradera lane Escondido CA 92026 (the
"Consultant").
WITNESSETH:
WHEREAS,
the Company, through its affiliates and principals, has
extensive experience in its areas of expertise, including,
without limitation, solar research & development,
engineering, and sales & marketing; and
WHEREAS,
the Consultant has expertise in in corporate development and
strategic planning; and
WHEREAS,
the Company desires to retain the services of the Consultant
to render strategic advice; and
WHEREAS,
the Consultant wishes to render such services to the Company
upon the terms, conditions and covenants set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, and subject to the conditions
contained herein, the parties hereto hereby agree as
follows:
I.
Terms of Service.
Section
1.01 Term; Termination. The term (the "Term") of this
Agreement shall be 3 months, commencing on the date
hereof. In the event of any earlier termination of
this Agreement, the parties hereto agree that the Consultant
shall be entitled to the amounts due pro rata through the date
of termination. Either party may terminate this
Agreement at anytime.
Section
1.02 Consulting Fee. The Consultant shall receive
Two thousand five hundred dollars ($2,500) and 15,000 shares
of restricted common stock per month.
II. Miscellaneous.
Section
2.01 No Violation of Other Agreements. Each of the
parties
hereto
represents and warrants that execution, delivery, or
performance of this Agreement does not conflict with, or
violate the terms of, any other agreement to which
it is a party or by which it is bound.
Section
2.02 Independent Contractor; Limitation of
Liability.
(a)
The Consultant is an independent contractor to the Company,
and nothing herein shall be deemed to constitute the
Consultant or its agents as an employee or agent of the
Company. Neither party shall be deemed to an
employer, employee, agent, partner or joint venturer of the
other. No party has authority to enter into agreements on
behalf of any other party or to bind any other party in any
way. The Consultant is an accredited investor
as that term is defined under Regulation D of the Securities
Act of 1933, as amended.
(b)
The Company acknowledges that it remains solely
responsible
for the conduct and operation of its business and that
the Consultant
makes no representation or warranty and assumes no liability
with respect to the outcome or result of any particular course
of action or operation of the Company's business.
Section
2.03 Notices. Any notice provided under this
Agreement shall be in writing and shall be deemed to have been
effectively given when delivered personally, sent by private
express mail service (such as Federal Express), or sent by
registered or certified mail (return receipt requested) to the
address set forth in the introductory paragraph hereof (or to
other address as any party has furnished in writing to the
other parties in accordance with the provisions of this
Section 2.03).
Section
2.04 Assignment. None of the parties may assign its
interest in this Agreement or delegate its responsibilities
hereunder without prior written consent of the other
party.
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