EXHIBIT 10.18
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is entered into between:
BUSINESS DEVELOPMENT & CONSULTING LIMITED, a corporation duly
incorporated under
the laws of Guernsey, having its head office and principal place of
business at
POB 263, Suite 5, Tower Hill House, le Bordage, Saint Peter Port,
Guernsey,
Channel Islands, GY1 3QT (Hereinafter "BDCL")
And,
GREEN MOUNTAIN CAPITAL INC, a corporation duly incorporated under
the laws of
Nevada, USA with Tax ID# 141805077, whose address is at 201 South
Biscayne
Boulevard, 28th Floor, Miami, FL 33131, USA (Hereinafter "GMC")
PREAMBLE
WHEREAS BDCL has expressed an interest in supporting GMC with
business
development, strategy and planning services to the board of
GMC;
WHEREAS GMC has expressed an interest in the services of BDCL for
providing
business development, strategy and planning support to GMC;
THEREFORE, in consideration of the foregoing and the mutual
obligations and
undertakings set forth below, the parties agree as follows:
1. SCOPE OF SERVICES
Upon
signature of this Agreement:
1.1.
GMC hereby engages
BDCL for business development, strategy, PR and
planning work for GMC on 5 days per calendar month on an
ongoing
basis. Additional days may be agreed separately.
1.2.
BDCL agrees to perform
business development, strategy and planning
services for GMC on mutually agreed dates on no less than 5 days
per
calendar month.
1.3.
GMC acknowledges that
BDCL commenced performing the services in this
agreement on 1 November 2005.
2. CONFIDENTIALITY
2.1.
The parties to this
Agreement agree to treat any information related
to this Agreement, including but not limited to discussions and
negotiations, as proprietary and confidential information and
agree
to take all necessary measures to protect the other party and/or
GMC
and/or BDCL
and/or any third party contracted by BDCL.
2.2.
BDCL may from time to
time be required to disclose information about
GMC and its subsidiaries to third parties. BDCL is authorized
to
supply proprietary and confidential information regarding GMC
and
its subsidiaries, including the business plan, to prospective
business partners, investors, brokers, agents advisers and the
like.
2.3.
GMC shall make
available to BDCL all of its proprietary and
confidential information for the purpose of assisting BDCL in
fulfilling its services;
2.4.
BDCL may, for the
purpose of this Agreement, make available to GMC
proprietary and confidential information belonging to a
prospective
business partner. GMC and BDCL mutually agree to consider and
treat
this information as confidential information. Further, GMC
acknowledges and agrees not to use this information to compete or
to
harm in any way the prospective business partner and undertakes
to,
upon request of the prospective business partner and/or of
BDCL,
agrees to return all such information to the prospective
business
partner.
2.5.
BDCL represents to GMC
that before releasing any proprietary and
confidential information belonging to GMC to the prospective
business partner, it will request the same protection, with
respect
to non-disclosure, non-compete and hold-harmless and return of
information that it had requested from GMC.
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3. COMPENSATION
3.1.
GMC shall pay against
an invoice by latest the 5th working day of
the month in arrears by bank transfer to BDCL's bank account a
monthly fee of US$10,000 plus $350 per month for un-receipted
expenses covering telephone, PC usage, stationary and printing
cartridges. Whereas these fees are now not subject to
Value-Added
Taxes (VAT), BDCL reserves the right to add VAT if this should
become necessary.
3.2.
GMC shall reimburse
BDCL immediately for services performed under
this Agreement for the period 1 November 2005 until the date of
this
Agreement.
3.3.
GMC shall reimburse
all travel & subsistence costs incurred, that
are not included as part of the un-receipted expenses under
3.1,
upon presentation of an invoice;
4. INTELLECTUAL PROPERTY RIGHTS
4.1.
Neither party acquires
any intellectual property rights under this
Agreement or through any disclosure hereunder, except the
limited
right to use such Proprietary Information in accordance with
this
Agreement;
4.2.
All material,
"Proprietary Information" means and includes all
information disclosed to GMC, whether in writing, on computer
disks
or other media, orally, visually or otherwise, relating to (i)
BDCL's business,
contracts, contacts and associat