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Exhibit 10.10 Consulting Agreement

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XSUNX INC | Dr. John J. Moore,

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Governing Law: Colorado     Date: 2/13/2007

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                                 EXHIBIT 10.10

                              CONSULTING AGREEMENT
                              (DR. JOHN J. MOORE)



         THIS CONSULTING AGREEMENT ("2007 Agreement"),   made effective as of the
29th day of January 2007, is entered into by and between Xsunx, Inc., a Colorado
corporation   ("Company"),   and Dr. John J. Moore, an individual   ("Consultant").
The Company and Consultant are sometimes   herein   referred to   individually as a
"party" and collectively as the "parties".

                                 R E C I T A L S

         WHEREAS,   Consultant   has   developed   an   expertise   in   the   areas   of
metallurgical and material engineering,   physical (PVD) and chemical (CVD) vapor
deposition   of thin films and   coatings;   synthesis   and   processing of advanced
ceramic,   intermetallic   and   composite   materials   using plasma and   combustion
synthesis techniques;   synthesis, processing and properties of biomaterials; and
powder metallurgy processing of advanced materials, photovoltaics and electronic
materials,   and thin-film   amorphous   silicon   structures   and other   technology
related to   amorphous   silicon   and related   alloys   which is of interest to the

         WHEREAS,    Consultant    currently   holds   the   positions   of   Trustees'
Professor and Head of Department of Metallurgical   and Materials   Engineering at
the Colorado   School of Mines in Golden   Colorado   ("CSM"),   and Director of the
interdisciplinary   graduate   program in   Materials   Science and   Director of the
Advanced Coatings and Surface Engineering Laboratory,   ACSEL, at CSM. Consultant
is engaged in research   in other   related   fields and shall also   continue to be
employed by CSM; and

         WHEREAS,   the Company   desires to obtain the services of Consultant and
Consultant desires to provide the Company with consultancy and advisory services
as contemplated pursuant to the terms and conditions contained herein; and

          WHEREAS, the undersigned   parties desire to formalize   such consultancy

         NOW, THEREFORE, in consideration of the promises,   mutual covenants and
agreements   contained   herein,   and other good and valuable   consideration,   the
receipt and   sufficiency of which are hereby   acknowledged,   the parties to this
Agreement agree as follows:

         1.        Definitions

         1.1   "XsunX   Field   of   Use"   means   the   business   of   developing   and
commercializing    semi-transparent   and   opaque   solar   cells   and   photovoltaic
technologies, solar cell panels, and methods of manufacture.

         1.2    "Business    of   XsunX"    means   the    business    of    developing,
manufacturing,   and   marketing   semi-transparent   and   opaque   solar   cells   and
photovoltaic technologies, solar cell panels, and methods of manufacture.


         2.   Engagement of Services.   The parties had previously   entered into a
Consulting   and   Advisory   Agreement   dated   March 8, 2005 which the parties now
whish to terminate and replace with the 2007   Agreement   set forth   herein.   All
compensation   pertaining   to the March   2005   agreement   shall to be   considered
earned   as of the   effective   date   of this   Agreement.   In   furtherance   of the
termination of the previous   agreement and replacement   with this 2007 Agreement
the Company   hereby engages   Consultant as an independent   contractor to provide
consulting and advisory   services as set forth herein.   All such   consulting and
services   shall be   performed   in   accordance   with   the   terms   and   conditions
contained   herein.   Consultant   shall report to the   Chairman of the   Scientific
Advisory Board, or in his absence,   the Chief Executive   Officer of the Company.
Consultant   hereby   accepts such   engagement in   accordance   with such terms and

         3. Services of Consultant.   Consultant   shall provide   consultancy   and
advisory   services as a member of the XsunX Scientific   Advisory Board under the
title   of   Chairman   of   the   Scientific   Advisory   Board.   Notwithstanding   the
foregoing title   Consultant shall remain an independent   contractor.   Consultant
shall provide such services   incident   thereto as may be necessary   from time to
time which   services shall include,   without   limitation,   providing the Company
with his best   efforts in chairing the advisory   board and   providing   technical
expertise   in   advising   the   Company in the areas of   research   &   development,
process development,   planning, third party technical and resource requirements,
analysis of research and   development   data, and the management of   intellectual
assets   pertaining   to the   Business   of   XsunX   and   the   XsunX   Field   of Use.
Consultant   is not a   corporate   officer   or   director   of XsunX and will not be
represented as such.

         3.1.   Consultant   shall provide such other   related   services as may be
requested   of   Consultant   by the Company and as are not   inconsistent   with the
provisions of this   Agreement.   Consultant   agrees to devote   Consultant's   best
efforts,   skills, and technical   expertise to the business of the Company, to do
Consultant's   utmost to further enhance and develop the interests and welfare of
the Company,   and to devote   necessary time and attention to the business of the
Company, while recognizing Consultant's duties to CSM.

         3.2.   Consultant   shall   truthfully and accurately   make,   maintain and
preserve   all   records   and reports   that the   Company   may,   from time to time,
request or require, and shall fully account for all money,   records,   equipment,
materials or other   property   belonging to the Company of which   Consultant   may
have custody and shall pay over and deliver same   promptly   whenever and however
Consultant may be directed to do so.

         3.3.   Consultant   shall   make   available   to the   Company   any   and all
information of which   Consultant has knowledge that is relevant to the Company's
business,   but is   not   otherwise   prohibited   from   disclosing,   and   make   all
suggestions and recommendations   which Consultant believes will be of benefit to
the Company.

         3.4.   Consultant   shall,   at his own cost,   prepare for and attend such
meetings as may be reasonably requested by the Company, provided,   however, that
the Company shall pay for the   reasonable   travel and lodging costs   incurred by
Consultant in regard to the foregoing.   In addition to incidental   communication
of data,   questions,   and progress   updates provided to Consultant via email for
comment by   Consultant,   the   Company   may   request at least one   teleconference



review   meeting   per month and one meeting   requiring   attendance   per   calendar
quarter for the purpose of planning,   analysis, and collaborative   discussion of
the development matters referenced hereinabove,   and the conformance or variance
of the foregoing to or with the Business of XsunX.

         4. Duty to CSM.   The parties   recognize   that   Consultant   is and shall
remain employed by CSM, and that as an employee of CSM,   Consultant shall devote
time and effort to the   business of CSM.   Notwithstanding   the same,   Consultant
shall conform   Consultants'   conduct to the fiduciary duties of   confidentiality
and loyalty owed to the Company.   In that   regard,   Consultant   shall inform the
Company at the earliest   opportunity   at such time as Consultant   may perceive a
potential   conflict of interest   with regard to   Consultant's   duties to CSM and
Consultant's   duties to the Company.   Consultant shall not make any unauthorized
disclosure of the   confidential   information   of CSM to the Company.   Consultant
shall not make any unauthorized   disclosure of the   confidential   information of
the   Company   to   CSM   (or   any   other   party   not   permitted   to   receive   such

     5. Compensation.   For and in consideration of the performance by Consultant
of the services,   terms, conditions,   covenants and promises herein recited, the
Company   agrees and promises to pay to Consultant at the times and in the manner
herein stated and as set forth below:

         5.1. As the principal   consideration of the services to be performed by
Consultant hereunder during the term of this Agreement, Consultant shall receive
from the Company One Thousand Five Hundred Dollars ($1,500) monthly beginning in
February,   and an initial   grant of a Consultancy   and Advisory   Warrant for the
purchase   of up to One   Hundred and Fifty   Thousand   (150,000)   shares of common
voting stock of the   Company.   Such   warrant   will vest in   accordance   with the
vesting   provisions set for within an appropriate   warrant   agreement   ("Warrant
Instrument"). Except as may otherwise be set forth herein, the cash compensation
and   warrant   grant   shall   constitute   the   sole    compensation   of   Consultant
hereunder. Such compensation may sometimes be herein referred to as Consultant's
"Base Compensation".

          5.2. The Company shall reimburse   Consultant,   from time to time, upon
Consultant's   submission of expense account and supporting   documents on Company
approved   format,   and as   required by the   Internal   Revenue   Service,   for all
reasonable   out of town travel,   and other   ordinary,   reasonable   and necessary
business   expenses   incurred by Consultant as part of and in connection with the
direct performance of duties specified herein.



          6.       Relationship of the Parties

          6.1 Legal Status. Consultant shall be an independent contractor of the
Company in accordance   with the   provisions   of Sections   2750.5 and 3353 of the
California Labor Code, or any other   corresponding   provision of the Colorado or
Canadian   Statutes,   and not an   employee,   agent,   or partner.   It is expressly
declared   that   such   independent   contractor   status   is   bona   fide   and not a
subterfuge   to avoid   employee   status.   This   Agreement   shall   not   create   an
employer-employee   relationship and shall not constitute a hiring of such nature
by either party.

          6.2. Items Furnished to Consultant. Unless expressly agreed in writing
otherwise by the parties,   the Company shall not provide any telephone equipment
or   services,   office   equipment,   stationery,   secretarial   or   office   support
services or other items or services   for the benefit of   Consultant.   Consultant
shall,   at its own   expense,   provide and make   arrangement   for all   equipment,
stationery, secretarial and office support services.

          6.3.   Consent of Company.   Consultant shall have no right or authority
at any time to make any   contract or binding   promise of any nature on behalf of
the Company,   whether oral or written, without the express prior written consent
of the Company.

          6.4.   Manner of   Performing   Services.   Consultant   shall   retain   all
discretion   and   judgment in regard to the manner and means of carrying   out its
duties hereunder subject,   however,   to the reasonable   requests of the Company.
Consultant   shall have the right to control and   discretion   as to the manner of
performance of its services hereunder in that the result of the work and not the
means by which it is   accomplished   shall be the   primary   factor   for which the
parties have bargained   hereunder in accordance with Sections 2750.5 and 3353 of
the   California   Labor Code or any   corresponding   provision   in the Colorado or
Canadian   Statutes.    Consultant's    obligations   for   performance   of   services
hereunder   shall be limited to the completion of the   consultation   and services
described   above in accordance with the Business of XsunX and the XsunX Field of
Use. Consultant shall have no obligation to work any particular hours or days or
any   particular   number of hours or days.   The   Company   shall   have no right to
control or direct the details,   manner or means by which Consultant accomplishes
the results of the services performed hereunder.

          6.5.   Payment of Taxes.   Consultant   shall be responsible   for and pay
Consultant's own   self-employment   taxes,   estimated tax   liabilities,   business
equipment or personal   property   taxes and other   similar   obligations,   whether
federal,   state or local.   The Company shall not pay or withhold any FICA,   SDI,
federal   or state   income   tax or   unemployment   insurance   or tax or any   other
amounts   because   the   relationship   of   the   parties   hereto   is   not   that   of
employer-employee,   but   that of   independent   contractor.   Consultant   shall be
solely responsible for the payment of all taxes,   withholdings and other amounts
due in regard to Consultant's own employees.

           6.6.     Employees of Consultant.   Consultant may subcontract with and/
or employ   such parties upon such terms and conditions as it may   deem proper or



          7.       Warranties and Indemnification

          7.1. Warranties.   Consultant warrants and represents that the services
of   Consultant's    subcontractors   or   employees   shall   be   performed   in   full
compliance   with the terms   and   conditions   of this   Agreement,   and,   that all
services performed   hereunder shall be performed in accordance with all federal,
state and local laws, rules or regulations.

          7.2. Indemnification by Consultant. Consultant shall indemnify, defend
and hold the Company and the property of the Company, free and harmless from any
and all claims,   losses,   damages,   injuries,   and   liabilities,   including   the
Company's   reasonable   attorney   fees and costs (the   Company may choose its own
counsel when defended hereunder),   arising from or in any way connected with the
performance   of services   under this   Agreement   or any other act or omission by
Consultant, its agents, subcontractors, or employees.

          7.3.   Indemnification   by the Company.   The Company   shall   indemnify,
defend and hold   Consultant   and the property of   Consultant,   free and harmless
from any and all claims, losses, damages,   injuries, and liabilities,   including
Consultant's   reasonable   attorney   fees and costs,   arising   from or in any way
connected with any act or omission on the part of the Company,   its   constituent
partners, agents, subcontractors, or employees.

         8. Term.   Consultant's   engagement   pursuant to this Agreement shall be
for a period   of two (2) years and   shall   commence   upon the date of   execut

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