Exhibit 10.30
Consulting
Agreement
This Consulting
Agreement (the “ Agreement ”) is
effective as of August 1, 2007 (the “Effective
Date”), as entered into by and between Planet Technologies, Inc ., a
California corporation (the
“ Company ”), and Ellen Preston (“
Consultant ”) with respect to the following
facts:
Recitals
A. Consultant has extensive
experience and know-how related to marketing consulting.
B. The Company desires to retain
Consultant to provide marketing consulting services to the
Company.
C. Consultant is willing and
desires to provide the Services to the Company upon the prior
authorization from the Company’s Chief Executive Officer (the
“ CEO ”), upon the terms, covenants and
conditions hereinafter set forth.
Agreement
Now, Therefore , in consideration
of the mutual terms, covenants and conditions hereinafter set
forth, the parties agree as follows:
1. Term and Amount of
Service . The Company hereby retains Consultant from the
Effective Date through December 31, 2007. Such Agreement until
shall be automatically renewed on a monthly basis unless terminated
in writing on thirty (30) days written notice by either the
Company or the Consultant (the “ Term ”). Upon
request by the CEO, and at times mutually agreed upon by the CEO
and Consultant, Consultant shall devote such time as is agreed to
between the CEO and Consultant. Consultation may be sought by the
Company over the telephone, in person at the Consultant’s
office, at the Company’s offices or another reasonable
location or through written correspondence.
2. Services to Be Provided
to the Company . Consultant will provide marketing and sales
consulting services to the Company.
3. Consulting Fees .
Consultant shall receive 24,000 options with 1 year vesting at
a rate of 1/12 per month with an exercise price of $1.40.
Additionally the Company agrees it shall pay Consultant consulting
fees at a monthly rate of $2,000.
4. Expense Reimbursement
. Consultant shall be entitled to request reimbursement from the
Company for expenses authorized in writing by the CEO and
reasonably incurred in the course of carrying out the
Services.
5. Payment of Fees .
Consulting fees and reimbursements will be paid within five (5)
business days of receipt of invoice from Consultant.
6. Independent Contractor;
Withholding . Consultant will at all times be an independent
contractor, and as such will not have authority to bind the
Company. Consultant will not act as an agent nor shall he be deemed
to be an employee of the Company for the purposes of any employee
benefit program, unemployment benefits, or otherwise. Consultant
recognizes that no amount will be withheld from any compensation
for payment of any federal, state, or local taxes and that
Consultant has sole responsibility to pay such taxes, if any, and
file such returns as shall be required by applicable laws and
regulations. Consultant shall not enter into any agreements or
incur any obligations on behalf of the Company.
7. Indemnification . In
the event any person or entity who is not a party to this Agreement
makes any claim or demand, or brings any legal action, arbitration,
or other proceedings against Consultant relating
solely
to Consultant’s provision of the Services during the Term,
the Company hereby agrees to indemnify and hold Consultant harmless
from all such third party claims, or claims by the Company for
indemnity regarding such third party claims, and all damages,
expenses, losses, liability, or attorneys’ fees which
Consultant may incur therefrom (hereinafter collectively referred
to as “ liability ”), except liability arising
out of or in connection with any illegal acts committed by
Consultant, and/or liability which results from Consultant’s
negligence or Consultant’s intentional torts.
8. Confidential
Information . Consultant acknowledges that during
Consultant’s employment and the Term of this Agreement,
Consultant had and will have access to and became acquainted with
the Company’s confidential and proprietary information,
including but not limited to the Company’s products and
services, confidential information
