|
Exhibit 10.6
REVISED CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of February 12,
2008 (the "Agreement") and effective as of February 1, 2008, by and
among Ecolocap Solutions Inc., a Nevada corporation, having its
principal business place at 353, St-Nicholas Street, Montreal,
Quebec H2Y 2P1 (the "Company"), and Sodexen Inc. a Quebec
corporation , having its principal business place at 5472,
Royalmount street, Montreal, Quebec, H4B 1H7 (the "Executive
Consultant").
WHEREAS, the Company desires to
engage Executive Consultant as a consultant to assist the Company
with the development of its business;
WHEREAS, Executive
Consultant desires to commence service as consultant to the
Company,
NOW THEREFORE, in consideration
of the premises and the mutual agreements made herein, the Company
and Sodexen Inc. agree as follows:
1.
Duties . The Executive Consultant
shall provide the services of its representative, Dr. Tri Vu Truong
(the "Representative"), who will serve the Company for the
"Engagement Period" as defined in Section 2, in its capacity of
President and Chief Executive officer ("CEO"). The Executive
Consultant agrees that during the term of his engagement hereunder,
its Representative shall devote at least 90 % of his professional
working time, attention, knowledge and experience and give his best
effort, skill and abilities to promote the business and interests
of the Company. The precise duties, responsibilities and authority
of the Representative will be to act as President and CEO of the
Company, but may be expanded, limited or modified, from time to
time, at the discretion of the Board of Directors of the Company or
a committee of the Board to which the Board has delegated such
authority (collectively, the "Board"). In connection with this
responsibility, the Representative will submit written progress
reports to the Board as requested. The Representative agrees to
faithfully and diligently perform such duties as may from time to
time be assigned to the Representative by the Board.
2. Term
. This Agreement shall have an
initial term of One (1) year
commencing on February 1 st 2008 and
ending on January 31 st 2008 (the "Initial Period"),
unless sooner terminated in accordance with the provisions of
Section 7 or Section 8. On the expiration of such Initial Period,
this Agreement shall automatically renew and continue to remain in
effect for successive one year periods, until terminated in
accordance with the provisions of Section 7 or Section 8, unless
either party provides the other party a 30 days notice of
non-renewal. Each effective period of this Agreement is referred to
herein as the "Consulting Period."
3. Compensation and Benefits
.
(a)
Base Compensation . The Executive Consultant
shall be paid a monthly base fee at the rate of $16,666.67 per
month, paid bi-weekly installments, or $ 200,000.00 CAD per year,
indexed on the base consumer price index. Any statutory deductions
being the sole
responsibility of the Executive
Consultant. The Base Compensation shall be payable each month in
accordance with the Company’s regular practices, as the same
may be modified from time to time.
(b)
Expense Reimbursement . The Representative shall be
entitled to reimbursement of reasonable out-of-pocket expenses
incurred in connection with travel and entertainment related to the
Company's business and affairs upon receipt of itemized vouchers
approved in accordance with Company policy as in effect from time
to time.
(c)
Benefits . The Executive Consultant shall be eligible for
participation in Company benefits that may be available to
employees, officers, directors and consultants.
(d)
Bonus . The Executive Consultant shall be eligible to
receive an annual bonus which shall be determined at the sole
discretion of the Board and paid in accordance with performance
milestones as determined by the Board.
(e)
Equity Compensation . The Executive Consultant
shall be eligible to be awarded stock options for the purchase of
shares of Company common stock as determined at the sole discretion
of the Board, vesting in accordance with performance milestones to
be determined by the Board. The Company intended to qualify a new
Incentive Stock Plan and has a Non-Qualify Incentive Plan in place
since 2006. The shares of Common Stock underlying the said plans
are unregistered, until the Company file a prospectus or have them
registered under a S-8 with the Stock Exchange
Commission.
4.
Trade Secrets . The Executive Consultant recognizes that it
is in the Company's legitimate business interest to restrict his
disclosure or use of trade secrets and confidential information
relating to the Company or its affiliates for any purpose other
than in connection with his performance of his duties to the
Company.
5.
Return of Documents and Property . Upon the expiration or
termination of the Executive Consultant's engagement with the
Company, or at any time upon the request of the Company, the
Executive Consultant (or his heirs or personal representatives)
shall deliver to the Company (a) all documents and materials
(including, without limitation, computer files) containing Trade
Secrets and Confidential Information relating to the Company's
business and affairs, and (b) all documents, materials, equipment
and other property (including, without limitation, computer files,
computer programs, computer operating systems, computers, printers,
scanners, pagers, telephones, credit cards and ID cards) belonging
to the Company, which in either case are in the possession or under
the control of the Executive Consultant (or his heirs or personal
representatives).
6.
Discoveries and Works . All Discoveries and Works
made or conceived by the Representative or the Executive Consultant
during his engagement by the Company, solely, jointly or with
others, that relate to the Company's present or anticipated
activities, or are used or useable by the Company shall be owned by
the Company. The term "Discoveries and Works" includes, by way of
example but without limitation, Contracts, Projects, Trade Secrets
and other Confidential Information, patents and patent
applications, service marks, and service mark
2
registrations and applications,
trade names, copyrights and copyright registrations and
applications. The Executive Consultant shall (a) promptly notify,
make full disclosure to, and execute and deliver any documents
requested by the Company, as the case may be, to evidence or better
assure title to Discoveries and Works in the Company, as so
requested, (b) renounce any and all claims, including but not
limited to claims of ownership and royalty, with respect to all
Discoveries and Works and all other property owned or licensed by
the Company. Any Discoveries and Works which, within one year after
the expiration or termination of the Executive Consultant's
engagement with the Company, are made, disclosed, reduced to
tangible or written form or description, or are reduced to practice
by the Executive Consultant and which pertain to the business
carried on or products or services being sold or delivered by the
Company at the time of such termination shall, as between the
Executive Consultant and, the Company, be presumed to have been
made during the Executive Consultant's engagement by the
Company.
7. Termination .
(a)
Manner of Termination . The Company and the Executive
Consultant may terminate this Agreement at any time with or without
cause.
(b) Effect
of Termination . The Executive Consultant's
rights and the Company's obligations hereunder shall cease as of
the effective date of the termination, including, without
limitation, the right to receive Base Compensation, bonus and all
other compensation, expense allowance or benefits provided for in
this Agreement, and the Executive Consultant shall not be entitled
to any further compensation, expense allowance, benefits, or
severance compensation of any kind, and shall have no further right
or claim to any compensation, benefits or severance compensation
under this Agreement or otherwise against the Company or its
subsidiaries and affiliates, from and after the date of such
termination. For purposes of clarity, in the event of a termination
of t
|
