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Exhibit
10.5
CONSULTING SERVICES
AGREEMENT
This
Agreement is made
this 20th
day of December 2006
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BETWEEN
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EESTECH
INC. of 23011
Moulton Parkway, Suite A-10 Laguna Hills, California, 92653 United
States of America (“EESTech”)
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AND
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MJB
CAPITAL LTD of 6/36
Polygon Rd, St Heliers, Auckland, NZ (“the
Consultant”)
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AND
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MURRAY
JAMES BAILEY of 14
Southern Cross Drive, Cronin Island in the State of Queensland
(“the Key Personnel”)
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A.
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EESTech is
desirous of engaging the services of the Consultant to perform the
services more particularly set out in this agreement.
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B.
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The Consultant
is desirous of accepting EESTech’s offer of a consultancy
arrangement.
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C.
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This agreement
sets out the terms of the Consultant’s engagement to perform
the services set out in this agreement.
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OPERATIVE PROVISIONS
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1.
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This agreement
supersedes all previous agreements entered into between the
parties.
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2.1.
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This agreement
shall commence on 3 July 2007 and shall continue until terminated
in accordance with the terms of this agreement.
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3.1.
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The Consultant
will:-
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3.1.1.
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inform itself
as to the requirements of EESTech in respect of the consulting
services;
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3.1.2.
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consult
regularly with EESTech throughout the performance of the consulting
services and perform the consulting services as directed by EESTech
acting reasonably;
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3.1.3.
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act
professionally at all times in the performance of the consulting
services exercising the skill care and diligence normally required
in this respect and perform or cause to be performed the consulting
services in a proper and professional manner
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4.1.
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The Consultant
by the execution of this agreement nominates Murray James
Bailey to carry out, perform and provide the consulting
services.
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4.2.
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The Consultant,
Key Personnel and any other person who supplies, performs or
carries out the consulting services shall not be taken to be or
become employees or agents of EESTech and are independent
contractors.
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4.3.
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The Consultant
shall be responsible for effecting all insurances required under
Workers Compensation legislation and shall be responsible for the
remuneration of the Key Personnel.
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5.1.
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The Consultant
will be paid an annual fee of One Hundred and Twenty
Thousand United States Dollars (USD$120,000.00) payable by
monthly payments in arrears of Ten Thousand United States
Dollars (USD$10,000.00) .
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5.2.
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The monthly
payments will be converted to any currency as selected by the
Consultant and payable at the opening exchange rate on the day of
payment.
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6.1.
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This agreement
is not exclusive and nothing contained in this agreement will
effect any existing or future consultancy arrangements which may be
made by the Consultant provided that such consultancy arrangements
do not conflict with the business of EESTech.
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7.
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Default
and Termination
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7.1.
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Either party
may terminate this agreement in writing to the other by giving
three (3) months written notice to the other.
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7.2.
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Despite spite
clause 7.1, either party may terminate this agreement with
immediate effect by giving written notice to the other part if the
other party breaches any provision of this agreement and fails to
take reasonable steps to remedy the breach within fourteen (14)
days after receiving notice to do so.
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7.3.
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Despite clauses
7.1 and 7.2, either party may terminate this agreement without
notice if the other party:-
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