This NonDisclosure Agreement NDA involves
Title: WHETSTONE CAPITAL, LLC CONSULTING, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Governing Law: Virginia Date: 4/8/2010
Industry: Electronic Instr. and Controls Sector: Technology
WHETSTONE CAPITAL, LLC
CONSULTING, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
AGREEMENT , dated as of February 9, 2009 ( Effective Date ), by and between Whetstone Capital, LLC, a Delaware limited liability company, with its principal place of business at 8406 Stone Gate Dr., Annandale, VA 22003 ( “Whetstone” or “Consultant”), and Lithium Technology Corporation, with its principal place of business at 5115 Campus Drive, Plymouth Meeting, PA 19462-1129 (“LTC”).
1. Definitions . Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings set forth below:
Agreement means this agreement, as it may be amended and in effect from time to time, and all Task Orders and other exhibits and schedules that are attached hereto.
Services means such consulting services as may be requested of Consultant by LTC during the Term.
2. Freedom to Contract ; Independent Contractor . Consultant is an independent contractor and not an employee of LTC or any affiliate of LTC. Consultant and LTC are both free to engage in other business ventures. Consultant and LTC are not partners or joint venturers and nothing herein shall be construed so as to make them partners or joint venturers or to impose any liability as such on them.
3. Consulting Services . Consultant shall perform Services as directed by LTC during the Term. Consultant will perform the duties of General Manager US for LTC.
4. Term . This Agreement shall be effective during the period from the Effective Date to the date sixty days from the effective date (the “Term”). This Agreement may be terminated upon 30 days written notice from either party or in the event Consultant accepts full time employment from LTC. The provisions of Sections 4, and 8, shall survive the termination of this Agreement.
5. Compensation , Taxes , & Expenses .
5.1 Compensation . LTC shall pay to Consultant a monthly fee of $15,000.00. Consultant shall provide LTC with an invoice for services on the last business day of each month for services rendered during the month. LTC shall make payment to Consultant on the 15 th day of the following month.
5.2 Taxes . All compensation to be paid to Consultant hereunder shall be paid without deduction or withholding of, and Consultant shall be solely responsible for and pay, all federal, state, local and foreign taxes due with respect thereto and all other deductions required by law.
5.3 Expenses . During the Term, LTC shall reimburse Consultant for all reasonable, routine, out-of-pocket expenses incurred by Consultant in connection with the business of LTC and in the performance of its duties under this Agreement upon Consultant’s presentation to LTC of an itemized accounting of such expenses with reasonable supporting data.