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IX Energy Comprehensive Services
Agreement
The undersigned Gale Architecture, LLC
(“Gale”), and IX Energy, Inc., (the “
Company ”), individually a “Party”,
collectively the “ Parties ”, agree as
follows:
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Background and Recitals.
In accordance with the terms and
conditions of this Comprehensive Services Agreement , (the
“ Agreement ”), Gale is hereby engaged by IX
Energy as of 3/16/09 to provide services inclusive, but not limited
to, that which would normally be considered the role and
responsibilities of a Chief Technology Officer and related
technical services including but not limited to engineering, design
and architectural services as is customary for developing solar and
other renewable energy projects. It is the intention of the Parties
that GALE’s services shall be provided under this Agreement
until such time that another Agreement shall supersede this
Agreement.
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Role and
Responsibilities. Gale has agreed to provide the Company with
highly skilled technical services in the areas of engineering,
design, analysis and architecture and in particular, Mr. George
Weiner shall act in the capacity of Chief Technology Officer (CTO)
to IX Energy during the term of this Agreement. Mr. Weiner’s
role as CTO shall include but not to be limited to oversight of all
technology related aspects of IX Energy solar and other renewable
energy systems. Additionally Mr. Weiner shall be responsible for
managing a team of engineers and other technical resources within
project budgets and further Mr. Weiner shall interface with IX
Energy management in his capacity as CTO to ensure successful
implementation of profitable projects during the term of this
Agreement. The Parties agree and understand that Mr. Weiner’s
responsibilities may evolve and change with respect to his role and
the role of Gale, but that any material expansion of these
responsibilities must be mutually agreed and in writing. In his
role as CTO, Mr. Weiner agrees to commit at least fifty percent of
his professional time to the Company.
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Remuneration. In consideration of GALE’s services in
furtherance of this Agreement, the Company shall provide as
follows:
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Fee Plan
Schedule for Consultant Activities: This fee schedule will serve as a guideline to
establishing remuneration on an ongoing basis:
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Monthly
Retainer Fee: Five
thousand dollars ($5,000) per month and 5,000 stock options per
month. Cash payment to be made twice a month, on the 1
st and 15 th of the each month beginning
April 1st, 2009 for the prior two weeks period and stock options
awarded at the end of each month, beginning with the month of
April.
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Commission
Fees: For any new
introduction(s) and development efforts made directly to IX Energy
that result in a project for the Company, GALE will be entitled to
one half a percent (.5%) of the gross project revenue (“
GPR ”) resulting from such introduction(s) with Gross
Profit of up to ten percent (10%) and one percent (1.0%) of GPR for
projects with Gross Profits in excess of ten percent (10%). All
introductions must be agreed to by the Parties and shall be listed
on Appendix A to this agreement prior to initial contact
between the introduction and
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IX Energy and
such listing signifies approval of such Introduction by GALE. Any
introduction that does not generate revenue within twelve months
(12) months of listing shall be removed from Appendix A and GALE
shall not be entitled any referral fees, unless otherwise agreed to
by the Parties.
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Remuneration for services
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