Exhibit
10
CONSULTING and LEGAL SERVICES AGREEMENT
THIS
AGREEMENT is made this November 28, 2007 (the “Effective
Date”) by and between Nuclear Solutions, Inc., a Nevada
corporation (“Nuclear Solutions”) and Fred Frisco,
(“Frisco”).
BACKGROUND
A.
Nuclear
Solutions wishes to engage Frisco in a variety of investor
relations activities, as set forth herein.
B.
Frisco
wishes to accept such engagement on the terms and conditions
set forth herein.
NOW
THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1.
Services Provided
. The
Consultant shall provide broad based investor/shareholder relations
services to shareholders, current and potential investors of
Nuclear Solutions, Inc. and subsidiary companies.
Frisco
shall provide priority services under the terms of the
contract for an expected minimum of 160 hours per month and
additionally as directed from time to time by the Chief
Executive Officer of Nuclear Solutions (the “CEO”)
during the Term of this Agreement (collectively, the
“Services”).
2.
Consideration
:
Compensation: The
fair market value of the services to be performed over the two year
term of the contract are agreed to be $240,000 In consideration for
the Services to be performed during the term following the
Effective Date, upon execution, or as soon as practical in regards
to Federal and State securities laws, Nuclear Solutions shall issue
1,000,000 restricted (SEC Rule 144) shares valued at $240,000 The
share calculation is as follows: The 50 day moving average of the
stock price on 11-28-07 is .48 which is then discounted by 50% due
to the restricted nature of the stock to give a basis price of .24
cents. $240,000/.24 yields 1,000,000 shares.
3 .
Additional Consideration/Reimbursement
.
Nuclear
Solutions shall reimburse Frisco for all reasonable expenses,
provided such expenses have been pre-approved in writing by
Nuclear Solutions.
4.
NO Registration
. Nuclear
Solutions shall issue restricted common shares as defined and
governed by SEC Rule 144 to Frisco.
5.
Term
. This
Agreement shall commence on the Effective Date and shall continue
until May 28, 2009 (the “Term”), or unless otherwise
terminated in accordance with the provisions set forth in Section
9.
6.
Proprietary Rights; Disclosures of Intellectual
Property
.
All
work performed under this Agreement, and all Services,
materials, products, deliverables developed or prepared for
Nuclear Solutions by Frisco under this Agreement, are the
property of Nuclear Solutions and all title and interest
therein shall vest in Nuclear Solutions and shall be deemed to
be a Work Made for Hire and made in the course of performing
the Services. To the extent that title to any such works may
not, by operation of law, vest in Nuclear Solutions or such
works may not be considered Works Made for Hire under
applicable law, all rights, title and interest therein are
hereby irrevocably assigned to Nuclear Solutions. All such
materials shall belong exclusively to Nuclear Solutions, with
Nuclear Solutions having the right to obtain and to hold in
its own name, copyrights, registrations or such other
protection as may be appropriate to the subject matter, and
any extensions and renewals thereof. Frisco agrees to give
Nuclear Solutions and any person designated by Nuclear
Solutions, reasonable assistance required to perfect the
rights defined in this Paragraph without further payment or
compensation.
Unless
otherwise requested by Nuclear Solutions, upon the completion
of the Services to be performed under this Agreement or upon
the earlier termination of this Agreement (other than upon
default for non-payment by Nuclear Solutions that is not later
cured either through written agreement of the parties hereto
or through satisfaction by Nuclear Solutions of a judgment
against it to make such payments), Frisco shall immediately
turn over to Nuclear Solutions all materials and deliverables
acquired or developed by Frisco pursuant to this
Agreement.
7.
Confidential Information
. Nuclear
Solutions and Frisco each acknowledge the sensitivity of the
subject matter of this Agreement. Any specifications, drawings,
sketches, models, samples, data, computer programs (including all
source code and object code) or documentation, technical
information, methods of operation, Nuclear Solutions client
information or other business information or confidential
information of either Nuclear Solutions or Frisco (the
“Confidential Information”) and furnished or disclosed
by one party to the other hereunder shall be deemed the property of
and, when in tangible form, shall be returned to the providing
party upon completion or termination of this Agreement. Unless such
information was previously known to the receiving party free of any
obligation to keep it confidential, or has been or is subsequently
made public by the providing party or a third party with a right to
disclose such information, it shall be held in confidence by the
receiving party, shall not be disclosed to any third party by the
receiving party, shall be used only for the purposes hereunder, and
may be used for other purposes only upon such terms and conditions
as may be mutually agreed upon in writing;
provided ,
however ,
that the receiving party may disclose the Confidential Information
as may be required by law, rule, regulation or court order or
decree, or if the receiving party reasonably determines (following
advance notice to and opportunity to comment by the other party)
that such disclosure is necessary in order to comply with
applicable law.
Both
parties acknowledge that disclosure of any Confidential
Information by the rec
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