UTEK
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement is made and entered into this 9th day of
September 2005, by and between UTEK Corporation ("UTK"), 202 South Wheeler
Street, Plant City, Florida 33563, a Delaware Corporation, and World Energy
Solutions, ("AVDU") 3900A 31ST Street
North, St. Petersburg,
Florida, a Florida
Corporation.
WITNESSETH:
WHEREAS, AVDU
desires to engage UTK to provide the services as set forth in
this Agreement,
and
WHEREAS, UTK is
agreeable to provide these services.
NOW THEREFORE, in consideration of the mutual promise made in this
Agreement,
and for other good and
valuable consideration, the receipt and
sufficiency
of which is hereby
acknowledged,
the parties hereto
agree as
follows:
I. ENGAGEMENT
AVDU hereby retains UTK to provide those services as defined herein and UTK
hereby agrees to the appointment on the terms and conditions
hereinafter
set
forth and agrees to use commercially reasonable efforts in providing said
services.
II. INDEPENDENT CONTRACTOR
UTK shall be, and in all respects be deemed
to be, an independent
contractor in
the performance of its duties
hereunder.
A. AVDU
shall be solely
responsible
for making
all payments to and on
behalf of its employees and UTK shall in no event be liable
for any debts or
other liabilities of AVDU.
B. UTK shall not
have or be deemed to have, fiduciary obligations or duties
to, and shall be able to pursue,
conduct and carry on for its own
account (or
for the account of others) such activities, ventures, businesses and other
pursuits as UTK in its sole, absolute and
unfettered discretion, may elect.
C. Notwithstanding the above, no activity, venture, business or other
pursuit of UTK, during the term of this
Agreement shall conflict with UTK's
obligations under this Agreement.
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III. SERVICES
UTK agrees to provide the following
services, hereinafter
collectively referred
to as "Services":
See "CONFIDENTIAL TERM SHEET" (exhibit a)
attached and made a part hereof.
A. UTK
shall devote such time and efforts, as it deems commercially
reasonable, under the circumstances to the
affairs of AVDU, as is reasonable and
adequate to render the Services
contemplated by this Agreement.
B. UTK cannot
guarantee results on behalf of AVDU,
but shall pursue all
reasonable avenues available through its
network of contacts. The acceptance and
consumption of any transaction is subject to acceptance of the terms and
conditions by in its sole discretion.
C. In
conjunction with the Services, UTK agrees to:
1. Make itself available at the offices of AVDU or at another
mutually
agreed upon
place, during normal
business hours, for reasonable periods of
time,
subject to reasonable advance notice and mutually convenient
scheduling.
2. Make itself available for telephone conferences with the principal
officer(s) of
AVDU during normal business hours.
IV. EXPENSES
It is expressly agreed and understood that each party shall be
responsible for
its own normal and reasonable out-of-pocket
expenses.
V. COMPENSATION
A. In
consideration
for the services to be
provided, AVDU agrees
that it
will remit the agreed upon stock certificate within five (5) days of both
parties executing this Agreement.
B. AVDU agrees
that UTK shall be entitled to compensation as follows:
See Strategic Alliance CONFIDENTIAL TERM SHEET (Exhibit
A) attached and made a
part hereof.
VI. TERM AND TERMINATION
The term of the Agreement will be for 12
months unless terminated sooner. This
Agreement may be renewed upon mutual,
written agreement of
the parties.
Either
party may terminate this Agreement at any
time with 30 days written notice.
<PAGE>
VII. LEGAL COMPLIANCE
AVDU agrees that it will put in place,
if it has not already
done so, policies
and procedures relating to and addressing, with the commercially reasonable
intent to ensure compliance with, applicable securities laws, rules and
regulations, including, but not limited
to:
A. The use,
release or other publication of forward-looking statements.
B. Disclosure
requirements regarding
the required disclosure of the nature
and terms of UTK's relationship with, including, but not limited to press
releases, publications on its web site, letters to investors and telephone
or
other personal communication with potential
or current investors.
C. No press
releases or any other forms of communication to third
parties,
which mention both UTK CORPORATION and
AVDU, shall be released without the prior
written consent and approval of both UTK
and AVDU.
D. EXECUTION.
The execution, delivery and performance of this Agreement, in
the time and manner herein specified will
not conflict with,
result in a breach
of, or constitute a default under any
existing agreement,
indenture,
or other
instrument to which either AVDU or UTK is a
party or by which either entity may
be bound or affected.
E. TIMELY
APPRISALS. AVDU shall
use its commercially reasonable efforts to
keep UTK up to date and apprised of all
business, market and
legal developments
related to and its relationship to UTK.
F. CORPORATE AUTHORITY. Both AVDU and UTK have full legal
authority to
enter into this Agreement and perform the same in the time and manner
contemplated.
G. The
individuals
whose signatures appear below are authorized to
sign
this Agreement on behalf of their
respective
corporations.
H. AVDU will
cooperate with UTK and will promptly provide UTK with all
pertinent materials and requested
information
in order for UTK to
perform its
Services pursuant to this Agreement.
I. When
delivered,
the shares of AVDU Common Stock shall be duly and
validly issued, fully paid and
non-assessable.
J. UTK
represents to AVDU that a) it has the experience as may be
necessary
to perform all the required, b) all
Services will be performed in a professional
manner, and c) all individuals it provides to perform
the Services will be
appropriately qualified and subject to
appropriate
agreements
concerning the
protection of trade secrets and
confidential
information of which
such persons
may have access to over the term of this
Agreement.
K. Until
termination of the
engagement,
AVDU will notify UTK
promptly of
the occurrence of any event, which might materially affect the condition
(financial or otherwise), or prospects of
AVDU.
VIII. CONFIDENTIAL DATA
A. UTK shall not
divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the business
and
affairs of AVDU, obtained by UTK as a
result of its engagement hereunder, unless
authorized, in writing by AVDU. UTK represents and warrants that it has
established appropriate internal procedures
for protecting the trade secrets and
confidential information of, AVDU
including, without limitation, restrictions on
disclosure of such information to employees
and other persons who may be engaged
in such information to employees and other persons who may be engaged in
rendering services to any person,
firm or entity which
may be a competitor
of
AVDU.
B. AVDU
shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the business
and
affairs of UTK or confidential information revealed by UTK
obtained as a result
of its engagement hereunder, unless
authorized, in writing, by UTK.
C. UTK shall not
be required in the performance of its duti
