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INDEPENDENT CONTRACTOR AGREEMENT

Independent Contractor Agreement

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This Independent Contractor Agreement involves

Global Green Solutions Inc | Michael Gilbert,

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Title: INDEPENDENT CONTRACTOR AGREEMENT
Governing Law: Nevada     Date: 7/23/2007

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Independent Contractor Agreement between Global Green and Michael Gilbert

Exhibit 10.1


INDEPENDENT CONTRACTOR AGREEMENT

     THIS INDEPENDENT CONTRACTOR AGREEMENT is made effective this 1st day of March, 2007 (this "Agreement"), between Global Green Solutions Inc. a Nevada Corporation (the "Client") having its registered office at 789 West Pender Street, Suite 1010, Vancouver, BC, Canada, BC, V7Y 1G5 and Michael Gilbert, (the Independent Contractor) at resident at 105 Longview Avenue, White Plains, NY10605, USA.


RECITALS
 

     A.      The Client is engaged in the business of developing and implementing technology internationally for renewable energy and greenhouse gas emissions reduction.

     B.      The Client requires the services of a vice president, strategy and business development;

     C.      The Independent Contractor represents he has the skills and expertise to serve the Client; and the Independent Contractor and has agreed to provide the vice president, strategy and business development services to serve the Client as hereinafter provided.


AGREEMENT

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

     1. Services.    The Independent Contractor agrees to provide the services of vice president, strategy and business development of the Client and to provide office services for the Client at an address selected by the Independent Contractor with the consent of the Client. The independent Contractor will operate under general guidelines provided by the CEO and the Board of Directors of the Client, with responsibilities generally as described in attachment A The Independent Contractor will comply with all rules, policies and procedures of the Client as modified from time to time. The Independent Contractor will perform all of the Independent Contractor's responsibilities in compliance with all applicable laws and will endeavor to ensure that the operations are in compliance with all applicable laws. During the Independent Contractor's tenure with the Client, the Independent Contractor will not engage in any other business activity without the reasonable approval of the President and the Board of Directors of the Client.

     2. Term of Engagement.    The term of engagement of the Independent Contractor will be for the three year period commencing March 1, 2007 and ending the 31th day of February, 2010 ("the Term"), unless sooner terminated in accordance with the terms and conditions of this Agreement. If the term continues after the end of the Term, such term will continue on the terms and conditions set forth in this Agreement.

 


     3. Compensation and Stock Options. For the duration of the Independent Contractor's tenure's hereunder, the Independent Contractor will be entitled to compensation which will be computed and paid pursuant to the following subparagraphs.

     3.1      Base Rate. The Client will pay the Independent Contractor base compensation ("Base Compensation") at an annual rate of US$130,000.00 payable in 12 monthly installments at the end of each calendar month and within five (5) days after receipt of an invoice from the Independent Contractor. The Client will pay the Independent Contractor 50% of the Self Employment Tax (currently 15.3%) providing for 7.65% to be added to the monthly invoice. The Independent Contractor's base compensation will be reviewed annually by the Board of Directors of the Client during the term of the Independent Contractor's tenure and may be adjusted in the sole discretion of the Client effective March 1 of each year commencing March 1, 2008, but will not be reduced by the Client unless a material adverse change in the financial condition or operations of the Client has occurred and as agreed with the Independent Contractor.

     3.2      Office and Other Services, In addition to the Base Compensation, the Client will pay the Independent Contractor for the home office and other service overheads related to the Clients business at an annual rate of $8,000 payable in 12 monthly installments at the end of each calendar month and within five (5) days after receipt of an invoice from the Independent Contractor. The monthly service charges should be inclusive of all costs and expenses related to home office, sundries, office phone, fax and Internet but shall exclude mobile communications, international business calls, and the cost of acquiring and maintaining any reasonable computer hardware and software used in connection with Client's business, which shall be separately charged to, and reimbursed by, the Client. At the sole discretion of the Client effective March 1 of each year commencing March 1, 2008, the office and other service fees may be adjusted but will not be reduced by the Client.

     3.3      Incentive Bonus. The Independent Contractor will participate in the Client's incentive bonus plan (the "Bonus Plan") and will receive annually within 6 months after completion of each fiscal year stock options based on, on-plan and over-plan annual revenue and net profit performance metrics of the Client as set by the Board of Directors of the Client and determined by the Client's auditors annually in its financial statements prepared under US GAP. The Independent Contractor may also participate in other bonus or incentive plans adopted by the Client that are applicable to the Independent Contractor's position, as bonus and incentive plans may be changed from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

     3.4      Equity Subscription Option. In addition to other forms of compensation provided for herein, the Independent Contractor shall have a subscription option (the "Subscription Option") to purchase in the aggregate 100,000 common shares of the Client at the price of $0.00001 per share which Subscription Option shall vest after satisfactory completion of a continuous twelve (12) month period from the effective date. Any shares issued by the Client pursuant to the exercise of the Subscription Option shall be issued subject to securities resale restrictions prescribed under Rule 144, promulgated under the 1933 Securities Act of the United States of America.

 

 

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     3.5      Change of Control Provision. Upon a Change of Control or a Hostile Takeover during the term of this Agreement, Independent Contractor shall immediately become 100% vested with respect to any options to purchase the Company's capital stock then held and/or any restrictions with respect to restricted shares of the Company's capital stock held by the independent contractor shall immediately lapse.

 
   4. Other Benefits.

     4.1      Vacations and Holidays. For the duration of the Independent Contractor's tenure hereunder, the Independent Contractor will be provided with paid 10 days annual summer vacation, Jewish holidays which are designated non-working and US national holidays as designated by the Client. The Independent Contractor shall try to be flexible in support of the Clients business needs and travel, whilst the Client shall respect the Independent Contractors request to honor mandatory non-working Jewish holidays.

     4.2      Business Expenses. The Client will reimburse the Independent Contractor in accordance with company policies and procedures for reasonable expenses necessarily incurred in the performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure except as covered by item 3.2 office and other services.

     4.3      Medical and Disability Insurance Expenses. The Client will reimburse the Independent Contractor reasonable commercial cost of the Independent Contractor's obtaining and/or maintaining COBRA coverage, or any alternate policy, providing [family] medical, dental and Independent Contractor long term disability insurance upon submission by Independent Contractor of invoices for payment of premiums therefore. The Client reserves the right to provide or nominate or approve the policy before commitment is made by the Independent Contractor.

 
   5. Termination or Discharge by the Client.

     5.1      For Cause. The Client will have the right to immediately terminate the Independent Contractor's services and this Agreement for cause. "Cause" means: any material breach of this Agreement by the Independent Contractor, including, without limitation, breach of the Independent Contractor's covenants in Sections 7, 8, 9 and 10; any failure to perform assigned job responsibilities that continues unremedied for a period of thirty (30) days after written notice to the Independent Contractor by the Client; conviction of a felony or failure to contest prosecution for a felony; violation of any statute, rule or regulation, any of which in the judgment of the Client is harmful to the business or to the Client's reputation; unethical practices; dishonesty; disloyalty; or any reason that would constitute cause under the laws of Nevada or the European Union. Upon termination of the

 

 

 

 

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Independent Contractor's services hereunder for cause or upon the death or disability of the Independent Contractor, neither the Independent Contractor nor the Independent Contractor will have any rights to any unvested benefits or any other compensation or payments after the termination date or the last day of the month in which the Independent Contractor's death or disability occurred. For purposes of this Agreement, "disability" means the incapacity or inability of the Independent Contractor whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of the Client and confirmed in writing by such doctor, to perform the essential functions of Independent Contractor's position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on the Client will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days. Upon termination by the independent Contractor, the Independent Contractor will have no rights to any unvested benefits or any other compensation or payments from the date of notice. All compensation, payments and unvested benefits will cease after the sixty (60) day notice period.

     5.2      Without Cause. The Client may terminate the Independent Contractor's tenure under this Agreement without cause on 3 months notice; provided, however, that the Client will continue to pay, as severance pay, the Independent Contractor's Base Rate and Office and Other Services at the rate in effect on the termination date through the expiration of the notice period and including any unpaid expenses claims.


   6. Termination by the Independent Contractor. The Independent Contractor may terminate the Independent Contractor's tenure and the services of the Independent Contractor under this Agreement for any reason provided that the Independent Contractor gives the Client at least thirty (60) days notice in writing. The Client may, at its option, relieve the Independent Contractor of all duties and authority after notice of termination has been provided. Upon termination by the independent Contractor, the Independent Contractor will have no rights to any unvested benefits or any other compensation or payments from the date of notice. All compensation, payments and unvested benefits will cease after the sixty (60) day notice period.


   7. Covenant Not To Compete. During the Independent Contractor's tenure hereunder and for a period of one year expiring after the termination of the Independent Contractors tenure or the Independent Contractor's active involvement with the Client, the Independent Contractor and the Independent Contractor covenant and agree with the Client that neither will:

     7.1.      Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or be connected, in any manner, with the ownership, management, operation or control of

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