CONSULTING SERVICES
AGREEMENT
Consulting
Services Agreement (this
"Agreement") dated as of July 16, 2009 ("Effective Date") between
Lotus Asset Management, LLC ("Consultant") and Management Energy,
Inc., a Nevada corporation (“MGMT”).
WHEREAS, MGMT wishes to engage the Consultant to provide
the Services (as defined below) on the terms and conditions set
forth herein and the Consultant wishes to be so
retained;
NOW
THEREFORE , in
consideration of the premises and of the mutual covenants,
conditions and agreements contained herein, the parties agree as
follows:
ARTICLE ONE
CONSULTING
SERVICES
1.1
Engagement . MGMT hereby agrees to engage
the Consultant to perform the Services set forth in Schedule 1
hereto for the benefit of MGMT and the Consultant agrees to perform
such Services on the terms and conditions set forth
herein.
1.2
Reporting . MGMT shall have the right to
request written reports at any time during the term of this
Agreement, which shall be furnished within 5 business days after
such request, describing the progress, status of, data, costs and
other matters pertaining to the Services as MGMT shall request.
MGMT may freely utilize all such information arising out of the
performance of the Services under this Agreement in any manner
desired.
1.3
Location . The Services shall be performed
at such place or places and at such time or times, as MGMT and
Consultant shall reasonably agree.
ARTICLE TWO
COMPENSATION
2.1
Compensation . MGMT will pay to Consultant
cash compensation of twenty thousand dollars ($20,000) per
month.
2.2
Reimbursement . MGMT will reimburse
Consultant for any and all reasonable expenses incurred by
Consultant in connection with Consultant's performance of the
Services; provided, however , that expenses must be
pre-approved by MGMT and otherwise adhere to control procedures
implemented by MGMT. All requests for reimbursement for expenses
must be accompanied by documentation in form and detail
satisfactory to MGMT.
2.3
Invoicing . Consultant will provide MGMT
with monthly invoices for the performance of Services
hereunder. Invoices will itemize all reimbursable costs
incurred. Invoices will be payable by MGMT within thirty
(30) days of receipt.
ARTICLE THREE
WARRANTIES AND
COVENANTS
3.1
Consultant’s Warranties . The
Consultant represents and warrants:
(a) Consultant
has not entered into any agreement, whether written or oral, in
conflict with this Agreement; and
(b) Consultant
has the full power and authority to enter into this
Agreement.
3.2
Consultant’s Covenants .
Consultant:
(a) shall act
as an independent contractor with no authority to obligate MGMT by
contract or otherwise and not as an employee or officer of
MGMT;
(b) shall
exercise only such powers and perform such duties as may from time
to time be vested in Consultant or assigned to Consultant by
MGMT;
(c) shall
perform the Services to MGMT to the best of Consultant’s
skill and ability;
(d) shall
comply with all standards of safety, take due regard and comply
with the safety regulations of MGMT and all statutory provisions in
effect and report to MGMT any incident which could give rise to
unsafe working conditions or practices;
(e) shall not
assign or subcontract performance of this Agreement or any of the
Services to any person, firm, company or organization without
MGMT’s prior written consent;
(f) shall not ,
during the term of this Agreement or a period of one year
thereafter, recruit, solicit or induce any MGMT employee or
business relationship to terminate their employment or
relationship with MGMT;
(g) shall not,
during the term of this Agreement, enter into any other agreement,
whether written or oral, which would conflict with
Consultant’s obligations hereunder; and
(h) shall not, during the term of
this Agreement, engage in any activity which relates to a business
directly or indirectly competing or attempting to directly or
indirectly compete with MGMT.
ARTICLE FOUR
CONFIDENTIAL
INFORMATION
4.1
Confidentiality . Consultant shall,
during the term of this Agreement and for a period of five (5)
years thereafter, keep all MGMT Confidential Information
confidential and use such information only for the purposes
expressly set forth herein. MGMT Confidential
Information shall mean all information concerning MGMT or its
current or planned business, which is disclosed to Consultant by
MGMT or which results from, or in connection with, any Services
performed pursuant to this Agreement. Such information
includes, but is not limited to, confidential or proprietary
information, materials, know-how and other data, both technical and
non-technical.
4.2
Access . Consultant agrees to limit the
access to MGMT Confidential Information to only those persons under
Consultant's direct control who, with MGMT’s knowledge and
consent, are responsible for performing the Services set forth in
Article One.
4.3
Authorized Disclosure . Consultant shall
have no obligation of confidentiality and non-use with respect to
any portion of MGMT Confidential Information which (i) is or later
becomes generally available to the public by use, publication or
the like, through no act or omission of Consultant; (ii) is
obtained from a third party who had the legal right to disclose the
information to Consultant; or (iii) Consultant already possesses as
evidenced by Consultant’s written records predating receipt
thereof from MGMT.
4.4
Return of Information . Upon the
termination of this Agreement, Consultant will promptly return to
MGMT all materials, records, documents, and other MGMT Confidential
Information in tangible form. Consultant shall retain no
copies except as required by law of such materials and information
and, if requested by MGMT, will delete all MGMT Confidential
Information stored in any magnetic or optical disc or
memory.
4.5
Third Party Information . Consultant shall
not, in connection with the Services to be performed under this
Agreement, disclose to MGMT any information, which
