OGGO Committee Report
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APPENDIX A THIS AGREEMENT dated as at the ___ day of November, 2009. BETWEEN: INTERNATIONAL STRATEGIC INVESTMENTS inc. a corporation incorporated pursuant to the laws of the Province of Ontario, Canada, with offices at 1356 Islington Avenue, Toronto, Ontario, Canada M9A 3K4. (Hereinafter referred to as "ISI") OF THE FIRST PART AND: GREEN POWER GENERATION CORP., a corporation incorporated pursuant to the laws of the Canada, with offices at 141 Blackburn Avenue, Ottawa, Ontario, Canada K1N 8A6. (Hereinafter referred to as "GPG") OF THE SECOND PART AND: RENEWABLE ENERGY GROUP a corporation incorporated under the laws of the province of Ontario and having an office at 45 Kingspoint Circle, Stoney Creek, Ontario, Canada, L8E 6E6. (Hereinafter referred to as the "Company") OF THE THIRD PART ISI and GPG are referred hereinafter collectively as the "Service Provider". WHEREAS, the Company detains the exclusive distributor rights and benefits in Canada, Russia, India and the North American Truck Stop market for certain renewable energy technology which is commonly referred to as the "Dragon Power System" (Hereinafter referred to as "DPS"). The Company also has non-exclusive rights to the entire transportation industry worldwide and a technology license to manufacture the DPS; WHEREAS, the Service Provider specializes in bringing to market innovative technology solutions in renewable power generation; and WHEREAS, the Company wishes to obtain the Service Provider's expertise and services as described herein upon and subject to the terms and conditions set forth in this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual premises and covenants contained in this Agreement, the receipt and sufficiency of which is hereby expressly acknowledged by the parties hereto, the parties hereto covenant and agree as follows: 1. Provision of Services1.1 Subject to the terms of this Agreement, the Service Provider shall provide to the Company the Services as set out in Schedule "A" hereto and all such other services as are necessarily incidental thereto that are necessary or desirable to further the interests of the Company as contemplated hereunder (collectively, the "Services"). 1.2 The Service Provider shall use its best and timely efforts to further the interests of the Company in providing the Services. 2. Changes in Service2.1 The Company shall be entitled to order changes and/or deletions in respect of the Specified Customer and Territory or the Services and Duties as set out in Schedule "A" by giving written notice to the Service Provider without invalidating this Agreement. The Service Provider shall be deemed to have agreed to such changes and/or deletions, and the Services to be provided hereunder shall be modified accordingly. 3. Remuneration of ISI/GPG3.1 The Company shall pay Service Provider, in equity, as follows for the project herein contemplated. The equity for this project payable to the Service Provider shall be 1/3 (one-third) of all equity in said project and the remaining 2/3 (two-thirds) of equity to be owned or otherwise dealt with in the sole and unfettered discretion of the Company. The Service Provider and the Company shall be subject to a "Pooling" agreement as outlined in Schedule "1" attached herewith. Further to this equity remuneration, both parties agree to the following additional forms of remuneration: a) The parties shall enter into and be bound by a form of investor relations consulting agreement (the "IR Contract"), in the form annexed hereto as Schedule "2". b) The Service Provider shall have the benefit of an options program for the project to be provided to both the Company and the Service Provider in order to achieve the maximum amount of incentive-based payment for performance-based goals for both the Company and the Service Provider (the "Options Program"), in the form annexed hereto as Schedule "3". c) the Service Provider shall have the benefit of a "finders fee" agreement and/or completion fee for all funds generated for the Company whether it be by way of financings or any additional form of revenue to the Company (the "Finders Fee Agreement"), in the form annexed hereto as Schedule "4". 3.2 Subject to such restrictions and requirements as the Company may impose from time to time, the Company shall reimburse the Service Provider for such reasonable out-of-pocket expenses as are pre-approved by the Company in writing and incurred in performance of the Services, upon receipt of such evidence of those expenses as the Company may reasonably require. 4. The Service Provider Not Agent or Employee4.1 It is acknowledged and agreed that the Service Provider is not the employee or agent of the Company and accordingly, shall not purport to enter into any contract or subcontract on behalf of the Company or otherwise purport to act on its behalf. Nothing in this Agreement shall be deemed to require the Service Provider to provide its services exclusively to the Company and the Service Provider hereby acknowledges that the Company shall not be required to make any remittances or payments required of employers by statute, regulation, ordinance, bylaw or otherwise on Service Provider's behalf, and the Service Provider or any of its agents, employees and/or representatives shall not be entitled to the fringe benefits provided by the Company to its employees. 4.2 The Company acknowledges that since the Service Provider is an independent contractor and not an employee of the Company, the Service Provider shall have direction and control of the manner, methods, techniques and procedures used by its agents, employees and representatives to perform the Services. 5. Books and Records5.1 The Service Provider shall keep proper accounts and records of all expenditures made by it in connection with the Services, and of the time expended by it or any of its agents or servants in performing the Services and all invoices, receipts and vouchers relating thereto. 6. Company's Obligations6.1 The Company shall make available to the Service Provider such information and data and shall permit Service Provider, its agents and employees to have access to such documents or premises as are reasonably necessary to enable it to perform the Services. 7. Confidentiality and Ownership of Work Product7.1 The Non-Disclosure and Confidentiality Agreement executed by the Company and Service Provider, remains in full force and effect; 7.2 All plans, reports, data, documents, concepts, systems, programs and products, processes together with any business financing and marketing schemes, business or financing contacts, or information pertaining to prospective debt or equity plans, proposals, acquisitions, joint ventures or business combinations or any business opportunities prepared, produced, developed, or acquired, by or at the direction of Service Provider, directly or indirectly, in connection with or otherwise developed or first reduced to practice by the Service Provider in the course of performing services pursuant to this Agreement including, without limiting the generality of the foregoing, all contact lists, and contract sheets, financing leads, sales material and marketing information pertaining to the Company's business (collectively, the "Work Product") shall belong exclusively to and shall be the sole property of the Company and the Company, shall be entitled to all right, title and interest therein, and all profits, or benefits therefrom. No copies, summaries or other reproductions of any Work Product shall be made by the Service Provider without the express permission of the Company and the Service Provider shall, forthwith upon the Company's request, deliver to the Company all Work Product in the possession of or otherwise available to or under the control of the Service Provider notwithstanding a termination of this Agreement. 7.3 The Service Provider shall not at any time either during the term of this Agreement or thereafter divulge to any person, firm or corporation, any information, documents or Work Product (other than information, documents or Work Product which the Company has authorized for public disclosure or which has previously been disclosed to the public) received by him during the course of its providing the Services to the Company with regard to the personal, financial or other affairs of the Company or any of it subsidiaries, or the Company's directors, officers and employees and all such information shall be kept confidential and shall not in any manner be revealed to anyone by Service Provider, except as may be required by law or otherwise permitted by the Company in writing. 7.4 The Service Provider shall comply, and shall take proper measures to cause all employees of the Service Provider or other persons under its direction or control to comply, with such directions as the Company shall make to ensure the safeguarding or confidentiality of all such information, documents, and Work Product. 8. Duties of Service Provider8.1 It is acknowledged and understood that, pursuant to the terms hereof, the Service Provider shall be required to cause to be credited to the account of the Company a minimum net value of no less than ONE HUNDRED AND FIFTY THOUSAND (E150,000) EUROS in cash, readily liquidable securities or the like, within NINETY (90) days of the execution of this Memorandum of Understanding, failing which, the Company may unilaterally elect to terminate this Memorandum of Understanding on TEN (10) days notice. Upon such termination, the Service Provider shall forthwith cause all transferred shares of the Company to be returned to the Company or as otherwise directed by the Company. 8.2 During the term of this Agreement, the Service Provider shall, in a reasonable and timely manner, devote such of its time, attention and abilities to the business of the Company as is reasonably necessary for the proper exercise of its duties pursuant to this Agreement. Nothing contained herein shall be deemed to require the Service Provider to devote its exclusive time, attention and ability to the business of the Company. 8.3 During the term of this Agreement, the Service Provider agrees that it will: (a) At all times, except when disabled by sickness or incapacity, faithfully and diligently perform its duties and use its best efforts to promote and advance the business of the Company; (b) Except as otherwise provided herein, refrain from engaging in any business, venture, or other commercial or sales activities that in any way conflict with or detract from its ability to fulfill its duties in the manner contemplated in this paragraph; (c) Not work for, including employment, self-employment, consulting, contract work, or any similar arrangement with any competitor of the Company; (d) Not take advantage for personal gain, either directly or indirectly, of a business opportunity, which opportunity arose because of the Service Provider's relationship with the Company unless such opportunity is first presented to the Company and the Company expressly declines to take advantage of or pursue such opportunity and agrees in writing that the Service Provider may take advantage thereof. 9. Liability of Company9.1 Company shall indemnify and save the Service Provider harmless from and against all costs, expenses, losses, damages and obligations it may suffer or incur as the result of the breach of any material covenant or warranty made by Company in this Agreement. 10. Term & Termination10.1 The term of this Agreement shall be in effect for a term of twelve (12) months commencing upon execution of this Agreement unless terminated earlier pursuant to the provisions hereof, or unless renewed in writing by the parties. 10.2 This Agreement may be terminated prior to the completion of the Services upon 30-days written notice to Service Provider. 10.3 This Agreement may be terminated prior to the completion of the Services immediately upon the Company giving written notice to the Service Provider of the occurrence of an Event of Default as defined in clause 10.4. 10.4 An Event of Default shall be deemed to occur if: (a) The Service Provider is in breach of any material covenant, obligation or warranty hereunder; or (b) The Service Provider becomes insolvent or unable to discharge its liabilities generally as they become due, makes an assignment for the benefit of its creditors, or is made subject to a petition or other proceedings in bankruptcy. 10.5 In the event that the Company terminates the Services under the provisions of Paragraph 10.2, the Company shall continue to pay the Service Provider remuneration due under Paragraph 3.1 for those Specified Customers with signed contracts prior to termination. 10.6 Upon the termination of this Agreement, the Company shall, subject to its right to set off any damages or other amounts claimed by the Company from Service Provider, pay to the Service Provider all amounts accruing hereunder. 10.7 In the event that the Company terminates the Services for any reason, you will not, for a period of twelve months, either directly or indirectly employ, offer to employ, directly or indirectly solicit or use the services of any person who was an employee of the Company. 11. Non-Assignability11.1 The Service Provider shall not subcontract to any person, any right, duty or obligation hereunder without the prior written consent of the Company. This Agreement may not be assigned by either party without the prior written consent of the other party. 12. Co-operation with Other Parties12.1 The Service Provider shall co-operate with all other parties engaged or employed by the Company from time to time and shall co-ordinate its activities with the activities of such parties as and when requested by the Company. 13. Force Majeure13.1 Notwithstanding anything herein to the contrary, neither party hereto shall be deemed to be in default with respect to the performance of the terms, covenants and conditions of this Agreement if the same shall be due to any strike, lock-out, civil commotion, invasion, rebellion, hostilities, sabotage, governmental regulations or controls, or acts of God. 14. Notice14.1 Any written notice given under this Agreement shall be sent by: (a) courier or first class mail, postage prepaid, to the address of the Service Provider specified below in this Agreement, or to the Company, attention: John Mogford, President at the aforementioned address and shall be duly made when received at that address, or (b) facsimile, if sent to the Service Provider to 647-349-7750; and if sent to the Company to 905-984-9692; or (c) by electronic mail, if sent to the Service Provider to nazim@isinvestments.ca; and if sent to the Company, to john.mogford@poweredbytraffic.com; shall be deemed received the business day of successful transmission. 15. Entire Agreement15.1 The provisions herein contained constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter hereof. Singular terms shall include the plural, and vice-versa, unless the context otherwise requires. 16. Proper Law16.1 The proper law of this Agreement is the law of the Province of Ontario, Canada. 17. Time of Essence17.1 Time is of the essence of this Agreement. 18. Waiver of Breach18.1 The waiver by either the Company or the Service Provider of a breach of any provision of this Agreement by the other party to this Agreement shall not operate or be construed as a waiver of any subsequent breach by that party. IN WITNESS WHEREOF the parties have affixed their common seal hereto in the presence of their officers duly authorized for that purpose. Signed, sealed and delivered by
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Signed, sealed and delivered by
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Signed, sealed and delivered by
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Schedule "A" Services to be provided by the Service ProviderComplete review of all corporate materials and assessment of project feasibilityCompletion of all necessary documentation as required listing project on both the Frankfurt and Xetra markets in Germany culminating in the listing of said project within 6 weeks of submission of application to the exchanges Completion of Capital Structure Issuance of Shares: 1/3 to Project, 1/3 to Company, 1/3 to Service Provider Completion and regulation of Stock Pooling Agreement All marketing and PR, IR requirements. Budgets for all necessary undertakings and administration of such as related to market activity, marketing efforts, investor relations, press and public relations. Set up of offshore IBC's as required and completion of debit cards, banking, and brokerage. Set up of attorney trust accounts for distribution of funds to all parties. Daily trading activity and market stability and liquidity Review and Dissemination of all press releases Strategic development and acquisition targets Sales and Marketing assistance along with brand and corporate identity development Overall Strategic Planning and business development Possible 20f dual list filings in the U.S. Broker dealer network marketing and retail distribution Financing / Investment Banking duties
** The Service Provider shall provide all the expertise and contacts to complete the above but shall not be responsible for any cash payments to any parties. the Service Provider shall by virtue of its relationships compensate most of the parties by utilizing stock as currency and these shares shall be deemed to be payable by the entire group as a whole. The cost shall be borne by all three parties on the same basis that the stock has been issued meaning each party—Project, Company, and the Service Provider shall pay 1/3 of the costs equally from their respective positions. |