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EXHIBIT 10.5
CONSULTING AGREEMENT WITH CRAIG GROSSMAN
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EXHIBIT 10.5
INDEPENDENT CONSULTANT AGREEMENT
THIS CONSULTING AGREEMENT (hereinafter referred to as the
"Agreement")
is made effective the 1st day of December, 2006, by and between
Environmental
Service Professionals, Inc., a Nevada corporation (the "Parent"),
Pacific
Environmental Sampling, Inc., a California corporation (the
"Company") and Craig
Grossman of 1444 Edwards Drive, Point Roberts, Washington 98281,
herein after
referred to as the "Consultant", with respect to the following
facts:
RECITAL
WHEREAS, the Company is in the business of providing
environmental
services for the purposes of mold and moisture assessment and
management, and in
the conduct of such business desires to have the services listed in
EXHIBIT A
performed by the Consultant.
WHEREAS, the Consultant has the necessary education, training,
and/or
expertise to perform these services desired by the Company, and
further has an
understanding of the Company's business to fully provide such
services; and,
WHEREAS, the Consultant will dedicate sufficient time to ESP as
needed,
in terms of the agreement the consultant is retained on a
non-exclusive basis;
and,
WHEREAS, the Consultant agrees to perform these services
(hereinafter
referred to as the "Consulting Services") for the Company under the
terms and
conditions set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises set
forth
herein, and for other good and valuable consideration, the receipt
and
sufficiency of which is expressly acknowledged, the Parent, the
Company and the
Consultant hereto covenant and agree as follows:
SECTION 1. ENGAGEMENT OF CONSULTANT
The Company hereby engages Consultant to assist Company by
performing
the services discussed herein, as described in EXHIBIT A hereto,
and the
Consultant hereby accepts such engagement, upon the terms and
conditions set
forth in this Agreement.
SECTION 2. TERM OF AGREEMENT
This Agreement shall have an initial term of one (1) year
(hereinafter
referred to as the "Consulting Period"), from the effective date
hereof or until
terminated pursuant to Section Four (4) hereunder.
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SECTION 3. COMPENSATION
The Company shall pay the Consultant as described in EXHIBIT B.
SECTION 4. TERMINATION OF AGREEMENT BY THE COMPANY
Notwithstanding anything to the contrary contained in this
Agreement
hereunder, Company may terminate this Agreement if any of the
following events
occur:
A. FAILURE TO FOLLOW INSTRUCTIONS. The Company can terminate
this
Agreement if Consultant fails to follow Company's instructions.
Company must
inform Consultant that Consultant's actions or inactions are
unacceptable and
give Consultant fifteen (15) normal business days to comply with
Company's
instructions. If Consultant fails to comply, or at a later date
makes the same
unacceptable action or inaction, Consultant may immediately be
terminated
hereunder by Company's delivery of an applicable written "Notice of
Termination"
to Consultant.
B. BREACH OF CONSULTANT'S DUTIES. The Company can immediately
terminate
this Agreement if Consultant's actions or conduct would make it
unreasonable to
require Company to retain Consultant. Such acts include, but are
not limited to,
dishonesty, illegal activities, and/ or activities harmful to the
reputation of
the Company;
C. SALE OF COMPANY'S ASSETS. The sale of substantially all of
Company's
assets to a single purchaser or group of associated purchasers with
sixty (60)
calendar days notice;
D. TERMINATION OF COMPANY'S BUSINESS. Company's bona fide decision
to
terminate its business and liquidate its assets with sixty (60)
calendar days
notice;
E. MERGER OR CONSOLIDATION. The merger or consolidation of Company
with
a third party with sixty (60) calendar days notice; or
F. MUTUAL AGREEMENT. At any time by mutual agreement in writing
between
Company and Consultant.
SECTION 5. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
In connection with the Agreement, the Company or the Parent (each
a
"Disclosing Party") may disclose to Consultant certain information
related to
the Disclosing Party's operations or business (the "Confidential
Information").
Consultant will not utilize any Confidential Information received
from the
Disclosing Party for any purpose other than for the benefit of the
Disclosing
Party or in order to facilitate the transactions contemplated by
this Agreement.
Consultant will not utilize the Confidential Information provided
to it by the
Disclosing Party to compete with the Disclosing Party, nor will
Consultant
engage in reverse engineering of the Disclosing Party's
Confidential Information
or any other conduct which would directly or indirectly result in
Consultant
misappropriating or improperly utilizing the rights, property,
assets, or
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Confidential Information of the Disclosing Party. Consultant will
not disclose
the Confidential Information to any third party without the express
prior
written consent of the Disclosing Party. Consultant will maintain
the
confidentiality of such Confidential Information using at least the
same degree
of care customarily used by Consultant to protect his or her own
Confidential
Information, but under no circumstances will Consultant use less
than a
reasonable degree of care. At the time of the termination of this
Agreement (for
any reason), Consultant will return all Confidential Information
provided by the
Disclosing Party to Consultant. The Disclosing Party will retain
ownership of
all its Confidential Information, whether or not disclosed to
Consultant.
In consideration for the Company entering into this Agreement,
the
Consultant agrees that the following items, among others, are and
shall remain
the sole property of the Company, are secret, confidential, unique,
valuable and
were developed by Company at great cost and over a long period of
time.
Disclosure of any of the items to anyone other than Company's
officers, agents,
or authorized employees shall cause Company irreparable injury:
A. Non-public financial information, accounting information, plans
of
operations, possible mergers, or acquisitions prior to the public
announcement;
B. Customer lists, franchise lists, partner and co-venturer
lists,
other business relationships of the Parent Company, call lists, and
other
confidential customer, supplier, and other business relationship
data;
C. Memoranda, notes, records concerning the technical processes
and
marketing strategies conducted by Company;
D. Sketches, plans, drawings, and other confidential research
and
development data;
E. Manufacturing processes, chemical formula, and the composition
of
Company's products; or
F. Any digital or intellectual property owned by Company
Consultant further agrees that all methods and programs developed
in
the course of delivering services pursuant to this Agreement are
the property of
the Company and will be treated on a confidential basis. Consultant
further
represents that an employee or subcontractor of the Consultant
would, before
they provide any services, be required to assign their rights to
any methods or
programs developed as a result of the performance of services under
this
Agreement to the Company.
SECTION 6. BEST EFFORT BASIS
Consultant agrees that Consultant shall at all times faithfully and
to
the best of its experience, ability and talents, perform all the
duties that may
be required of and from Consultant pursuant to the terms of this
Agreement.
Consultant does not guarantee that its efforts will have any impact
on Company's
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business or that any subsequent financial improvement will result
from
Consultant's efforts. Company understands and acknowledges that the
success or
failure of Consultant's efforts will be predicated on Company's
operating
results.
SECTION 7. PLACE OF SERVICES
It is understood that the Consult
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