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Exhibit 10.1
CONSULTING SERVICES AGREEMENT
This
Consulting Services Agreement (“
Agreement ”),
dated September 6, 2007, is made by and between Ken Cox of
Ladco Electric, Inc. (“
Consultant ”),
and
ECO
2
Plastics, Inc .,
a Delaware corporation (“
Company ”).
Collectively referred to herein as the
“Parties.”
WHEREAS,
Consultant has extensive background in the area of electrical
programming;
WHEREAS,
Consultant desires to be engaged by Company to provide
consulting services to Company subject to the conditions set
forth herein;
WHEREAS,
Company is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under
the ticker symbol ECOO and desires to further develop its
business process; and
WHEREAS,
Company desires to engage Consultant to provide the Services,
as defined below, in his area of knowledge and expertise on
the terms and subject to the conditions set forth
herein.
NOW,
THEREFORE, in consideration for those services, Consultant
provides to Company, the Parties agree as
follows:
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1. |
Services of Consultant
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Consultant
agrees to perform for Company the Services defined
below during
the term of this Agreement, upon such terms and to the extent
the Parties agree from time to time. The nature of the
Services to be provided shall include, but
are not limited to: (i) electrical operations and controls
(ii) electrical programming, and (iii) any other services as
mutually agreed upon by the Parties (collectively referred to
herein as the “
Services ”).
(a)
Consideration for Services
Company
agrees to pay Consultant, as Consultant’s fee and as
consideration for the Services, two hundred thousand (200,000)
shares of common stock, par value $0.001 per share, with an
exercise price $0.125 per share (the “
Shares ”),
to be filed on Form S-8 under the Securities Act of 1933 with the
Securities and Exchange Commission. The Shares, when issued, sold
and delivered shall be duly and validly issued, fully paid and
nonassessable shares of the Company.
(b)
Expenses
The
Parties agree that the Company will be responsible for paying
any reasonable out of pocket expenses incurred by the
Consultant in the performance of the Services.
(c)
Payment
All
compensation payable to Consultant hereunder shall be subject
to the Company’s rules and regulations, and shall also
be subject to all applicable State and federal employment
law(s); it being understood that Consultant shall be
responsible for the payment of all taxes resulting from a
determination that any portion of the compensation and/or
benefits paid/received hereunder is a taxable event to
Consultant; it being further understood that Consultant shall
hold the Company harmless from any governmental claim(s) for
Consultant’s personal tax liabilities, including
interest or penalties, arising from any failure by Consultant
to pay his individual taxes when due.
Each
party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature
may be disclosed to the other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales,
costs and other unpublished financial information, advertising
revenues, usage rates, advertising relationships, projections,
and marketing data (“
Confidential Information ”).
Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the
receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality
obligation to the providing party. Confidential Information need
not be marked as confidential at the time of disclosure to receive
“Confidential Information” protection as required
herein, rather all information disclosed that, given the nature of
the information or the circumstances surrounding its disclosure
reasonably should be considered as confidential, shall receive
“Confidential Information” protection.
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4. |
Non-Competition, Non-Solicitation .
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Consultant
agrees
that he shall not, during the term of this Agreement and
for one
(1)
year
subsequent thereto, without both the disclosure to and the
written approval of the Board of Directors of the Company,
directly or indirectly, engage or be interested in (whether as
a principal, lender, employee, officer, director, partner,
venturer, consultant or otherwise) any business(es) that
is competitive
with the business being
conducted by the Company through the termination date, without
the express written approval of the Board of
Directors.
Consultant
agrees
that he will not, without the prior written consent of the
Company’s Board of Directors, for a period of
one
(1) year
after the termination date, directly or indirectly disturb,
entice, or in any other manner persuade, any employee(s) or
consultant(s) of the Company to discontinue that
person’s or firm’s relationship with the Company
if the employee(s) and/or consultant(s) were employed by the
Company at any time during the one (1) year period after the
termination date.
(a)
Company
Company
agrees to indemnify, defend, and shall hold harmless
Consultant and/or its agents, and to defend any action brought
against said Parties with respect to any claim, demand, cause
of action, debt or liability, including reasonable attorneys'
fees to the extent that such action is based upon a claim
that: (i) is true, (ii) would constitute a breach of any of
Company's representations, warranties, or agreements
hereunder, or (iii) arises out of the negligence or willful
misconduct of Company.
(b)
Consultant
Consultant
agrees to indemnify, defend, and shall hold harmless Company,
its directors, employees and agents, and defend any action
brought against same with respect to any claim, demand, cause
of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of
Consultant.
(c)
Notice
In
claiming any indemnification hereunder, the indemnified
party
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