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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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BACKGROUND
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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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7.3.
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