Exhibit 10.18
CONSULTING
AGREEMENT
AGREEMENT
(the “Agreement”) is
made and entered to be effective February 1, 2008 by and
between Spheric Technologies, Inc., an Arizona corporation (the
“Company”), and Steven Scott (the
“Consultant”). This Agreement supersedes and terminates
any other agreement the Company has or had with
Consultant.
RECITALS :
WHEREAS
, the Company desires to obtain
Consultant’s consulting services as set forth in this
Agreement; and
WHEREAS
, Consultant desires to provide such
services to the Company directly for a fee that will compensate
Consultant for time spent for services rendered and costs advanced
by Consultant as contemplated in this Agreement.
NOW, THEREFORE
, in consideration of the foregoing
and of the mutual promises and conditions hereinafter set forth,
the parties agree as follows:
1. Retention of
Consultant . The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant’s
best efforts to render to the Company the consulting services for a
period of commencing on the date of this Agreement and terminating
on January 31, 2009, provided that either party may terminate
this Agreement before such date upon thirty (30) days written
notice to the other.
2. Consultant’s
Services . Consultant’s services under this
Agreement shall consist of the following:
2.1 Identification and assistance in
introducing and evaluating third parties who may provide financing,
both public and private, to the Company and to assist in managing
any syndication of financing sources for the Company;
2.2 Identify and introduce firms to
the Company to provide investor relations, transfer agent, and
printing services;
2.3 Introduce the Company to an AMEX
specialist firm for purposes of obtaining an AMEX listing;
and
2.4 Assist in identifying future
financing as required and in reviewing and evaluating the
advisability, price or structure of a proposed financing, or an
acquisition or disposition of any of the Company’s assets,
upon the request of the Company.
3. Payment for
Services . The Company shall pay Consultant for the
services rendered hereunder as follows:
3.1 Seven Thousand Five Hundred
Dollars ($7,500.00) on the date of execution of this Agreement and
on the first day of each month during the term of this Agreement;
and
3.2 The Company will reimburse
Consultant for all direct expenses incurred by Consultant in
performing such services. Consultant shall obtain the approval of
the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make
the reimbursement to Consultant within ten (10) days after its
receipt of written notification.
4. Consultant’s Time
Commitment . Consultant shall devote such time as
reasonably requested by the Company for consultation, advice and
assistance on matters described in this Agreement and provide the
same in such form as the Company requests. The Company agrees that
Consultant shall not be prevented or barred from rendering services
similar or dissimilar in nature for and on behalf of any person,
firm or corporation other than the Company.
5. Independent
Contractor . The relationship created under this
Agreement is that of Consultant acting as an independent
contractor. The parties acknowledge and agree that Consultant shall
have no authority to, and shall not, bind the Company to any
agreement or obligation with
