Exhibit 10.28
This
Consulting Agreement (the “Agreement”) is made and
entered into as of this 9th day of April, 2008, by and between
Material Technologies, Inc., a Delaware corporation, (the
“Company”) and Kelly Shuster, an individual (the
“Consultant”) (individually, a “Party”;
collectively, the “Parties”).
WHEREAS, Consultant has certain consulting experience
pertaining to comprehensive legislative representation; and
WHEREAS, the Company wishes to engage the services of the
Consultant to provide the Company with comprehensive legislative
representation.
NOW, THEREFORE, in consideration of the mutual promises
herein contained, the Parties hereto hereby agree as follows:
1. CONSULTING
SERVICES
Attached
hereto as Exhibit A and incorporated herein by this reference is a
description of the services to be provided by the Consultant
hereunder (the “Consulting Services”). Consultant
hereby agrees to utilize its commercially reasolable best efforts
in performing the Consulting Services .
However , Consultant makes no warranties, representations, or
guarantees regarding any corporate strategies attempted by the
Company or the eventual effectiveness of the Consulting
Services.
2. TERM OF
AGREEMENT
This
Agreement shall be in full force and effect commencing upon the
date hereof. This Agreement has a term of ten years beginning
on the date hereof, and is subject to automatic renewal for
successive one year terms, upon the same terms and conditions as
set forth herein, unless either this Agreement is terminated
pursuant to this section or a Party gives written notice to the
other Party of its intent to terminate, at least 30 days prior to
expiration of the then-current term. Either Party hereto
shall have the right to terminate this Agreement without notice in
the event of the death, bankruptcy, insolvency, or assignment for
the benefit of creditors of the other Party. Consultant shall
have the right to terminate this Agreement if Company fails to
comply with the terms of this Agreement, including without
limitation its responsibilities for compensation as set forth in
this Agreement, and such failure continues unremedied for a period
of 30 days after written notice to the Company by Consultant.
The Company shall have the right to terminate this Agreement upon
delivery to Consultant of notice setting forth with specificity
facts comprising a material breach of this Agreement by Consultant
if such breach shall remain uncured for more than 30 days after Consultant’s receipt of notice of such
breach .
3. TIME
DEVOTED BY CONSULTANT
It is
anticipated that the Consultant shall spend as much time as deemed
necessary by the Consultant in order to perform the obligations of
Consultant hereunder. The Company understands that this
amount of time may vary and that the Consultant may perform
Consulting Services for other companies.
4. PLACE WHERE
CONSULTING SERVICES WILL BE PERFORMED
The
Consultant will perform most Consulting Services in accordance with
this Agreement at Consultant's offices. In addition, the
Consultant will perform Consulting Services on the telephone and at
such other place(s) as necessary to perform these Consulting
Services in accordance with this Agreement.
5.
COMPENSATION TO CONSULTANT
The
Consultant's compensation for the Consulting Services shall be as
set forth in Exhibit B attached hereto and incorporated herein by
this reference.
6. INDEPENDENT
CONTRACTOR
Both
Company and the Consultant agree that the Consultant will act as an
independent contractor in the performance of his duties under this
Agreement. Nothing contained in this Agreement shall be
construed to imply that Consultant, or any employee, agent or other
authorized representative of Consultant, is a partner, joint
venturer, agent, officer or
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