Consulting Service Agreement with Michael Borrelli dated January 11, 2010
EX-10.1 2 ex10-1.htm CONSULTING SERVICE AGREEMENT WITH MICHAEL BORRELLI DATED JANUARY 11, 2010 ex10-1.htm
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into on January 11, 2010 between Freshwater Technologies, Inc. ("Company"), having its principle address at 30 Denver Crescent, Suite #200, Toronto, Ontario, Canada M2J1G8 and Michael Borrelli, Consultant having a principal address at 125 Coldwater Road W, Orillia, Ontario L3V 3L5.
WHEREAS, the Company desires to retain the services of Consultant as described herein and Consultant desires to provide such services for the consideration set forth below and for such other mutual promises and consideration received the Company and Consultant hereby enter into this Agreement as follows:
1. Services. The Company retains Consultant to render to the Company the following ser services (the "Services"):
a) The Consultant will assess the Company’s current supplier systems to determine present and future compatibility with corporate growth and expansion. This should include water activation products, ozone production of OzoCan and UV and related products of Viqua (formerly R-Can Environmental). The report should document order entry and production scheduling as well as payment procedures for equipment ordered from manufacturing suppliers.
b) The consultant will consult with all Company distributors and agents to determine a policy and procedures manual that will ensure that equipment orders are efficiently and accurately processed, customers financial arrangements for payment, sales and rental commission structures, banking arrangements in each locale and transfer to corporate bank account.
c) The Consultant will consult with the officers of the Company to determine the required management information system, data that can be reported on a monthly basis using digital information technology to ensure that senior management has on line access to information that is accurate and current.
d) The Consultant will meet regularly with officers and directors of the Company to discuss ongoing operational activities and recommend systems, procedures and policies to further the Company’s business plans and operational targets.
e) The Consultant will also be available to consult with Company supplier and manufacturing partners, distributors and agents to provide advice and managerial system solutions that can enhance the effective relationship between the Company and its key stakeholders.
f) It is expressly agreed herein that the Company shall be responsible for all reasonable costs and necessary expenses incurred by Consultant, including travel, mileage, duplicating and communication expenses. The Company shall reimburse Consultant for all such expenses with thirty (30) days, subject to submission by Consultant of reasonably satisfactory documentation. Consultant shall be required to receive prior written approval from the Company's Chief Financial Officer for any reimbursed expenses.
2. Compensation. As consideration for Consultant's performance of the Services, the Company shall issue to Michael Borrelli , Six Million (6,000,000) shares of the Company's common stock (the "Shares") upon the signing of this contract by both parties.
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3. Term and Termination. Subject to earlier termination, the term of this agreement shall begin on the date set forth above and will continue in full force and effect for a period of twelve (12) months from the date hereof. Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in that party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement. Upon any termination or expiration of this Agreement, Company shall pay all unpaid and outsta nding fees, through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Company any and all outstanding Services due through the effective date of this Agreement. Termination by either party shall not result in the forfeiture by Consultant of the Shares.
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4. Independent Contractor Status. The parties agree and acknowledge that this Agreement shall not be construed so as to make either an employee of the other and neither party shall hold themselves out as such. Neither party shall i) have the authority to bind the other to any contract, agreement, nor indenture; ii) be liable to any third party for the acts of the other; nor iii) accept service of process for the other.
5. Confidential Information. It is agreed by the parties that Consultant shall have access to, have disclosed to it, or otherwise obtain Confidential Information about the Company. "Confidential Information" shall mean confidential, non-public or other proprietary information including, without limitation, letters addressed from the Securities and Exchange Commission to the Company, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, knowhow, ideas, inventions, whether patentable or not, photographs, plans, procedures, processes, reports, research, samples, sketches, software, specifications, business information, including customer and distributor names, marketing information, operations, pl ans, products, financial information, including pricing and other confidential information that is disclosed under the terms of this Agreement by the Company or the Consultant. Consultant shall not disclose to, or use for the benefit of, any third party, Confidential Information it receives without the prior written consent of the Company. Information shall not be considered Confidential Information if such information is i) already known to Consultant at the time it is obtained, ii) subsequently learned from an independent third party; or iii) available publicly.
6. Confidentiality of Agreement. The parties shall not disclose to any third person or entity, any portion of this Agreement except as necessary for the Consultant to provide the Services set forth in Section 1 herein and as otherwise required by applicable law. Except as permitted in the preceding sentence, neither party shall disclose the existence or terms of this Agreement without first obtaining prior written approval of the other party. Neither party shall use the other's name, logo, trademarks, or service marks in any advertising, publicity releases, or any other materials without that party's prior written approval, which shall not be unreasonably withheld by the Company if Consultant determines such use to be consistent with the performance of its Services described herein.
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7. Best Efforts. The parties agree that Consultant will utilize its best efforts to provide the Services set forth in Section 1 above. The Company acknowledges and accepts that Consultant does not and cannot promise or guarantee that any specific result can or will be achieved by the Consultant as a result of its performance of the Services set forth herein.
8. Assignment. This Agreement may be assigned to and inure to the benefit of, and be binding upon, any successor to substantially all of the assets and business of the Company as a going concern, whether by merger, consolidation, liquidation or sale of substantially all of the assets of the Company or otherwise. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform as if no such succession had taken place; and, as used in this Agreement, "Company" shall mean the Company as hereinbefore defined an d any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise; provided that for purposes of Section 8 hereof, the term "Company" shall mean the Company as hereinbefore defined and any such transaction in which this Agreement is assigned to a successor may not expand or enlarge the scope of restrictions applicable to Consultant pursuant to this Agreement. Consultant understands and agrees, however, that this Agreement is exclusive and personal to him only, and, as such, he will neither assign nor subcontract all or part of his undertaking(s) or obligation(s) under the terms of this Agreement.
9. Suit/Jurisdiction. The parties agree that any and all disputes arising out of or relating to this Agreement shall be submitted to the American Arbitration Association ("AAA") for binding and final resolution in accordance with the rules of the AAA. The parties further agree that such arbitration shall take place in Nevada. Notwithstanding the foregoing, the parties shall each retain the right to seek injunctive or equitable relief for any actual or threatened breach of Sections 5 and 6 of this Agreement. In the event either party exercises its right to seek injunctive or equitable relief, it shall do so in a court of competent jurisdiction in the State of Nevada. Without limitation of the foregoing, each party acknowledges that it hereby waives the right to have dispu tes arising out of or relating to this Agreement resolved by jury trial and the parties shall not be entitled to special, punitive, incidental and similar damages in any proceeding brought for enforcement of this Agreement.
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10. Interpretation of Agreement. This Agreement shall be interpreted in accordance plain meaning of its terms and under the laws of the State of Nevada without reference to conflicts of law provisions.
11. Contents of Agreement and Amendments. This Agreement sets forth the entire agreement of the parties. No amendment or modification to this Agreement shall be binding unless in writing and signed by both parties. The parties agree the terms of the Addendum hereto are hereby incorporated into this Agreement.
12. Counterparts; Delivery by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of this Agreement may be effected by facsimile.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first written above.
| CONSULTANT: | COMPANY: | |
| /s/ Michael Borrelli | /s/ Max Weissengruber | |
| Print Name: Michael Borrelli | Print Name: Max Weissengruber | |
| Title: | Title: President, CEO and Director | |
| Dated: January 11, 2010 | Dated: January 11, 2010 |
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Addendum
Consultant represents that it is not required to maintain any licenses or registrations under federal or any state regulations necessary to perform the services set forth herein that it does not possess. Consultant acknowledges that, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant and Consultant will fully and accurately disclose its compensation provided hereunder and its ownership of securities of the Company in connection with any publications, reports or analysis. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws. Consultant further acknowledges that it is not a securities Broker, Dealer or a registered investment advisor
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