Attached files
CONSULTING
AGREEMENT
This
Consulting Agreement (the “Agreement”) is to be effective as of the 3rd day of
August, 2009 by and between Vista International Technologies,
Inc. a Delaware corporation (hereinafter “VITI”) having its principal
place of business at 4704 Harlan Street, Suite 685, Denver, Colorado USA 80212
and Ing. Gianfranco Licursi
(hereinafter “Consultant”), having its principal place of business at Via
Carlo Mollino 35, 36100 Vicenza,
ITALY. The
parties agree as follows:
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1.
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Engagement. VITI
hereby engages Consultant, and Consultant hereby agrees to render services
to VITI, as a senior engineering consultant to the Senior Management or
Board of Directors of VITI.
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| 2. | Duties. During the term of this agreement Consultant agrees to provide on a timely basis the following enumerated services plus any additional services agreed to in writing between VITI and Consultant: |
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a.
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Engineering
& gasification expertise for advancing the Thermal Gasifier™ design in
coordination with Mustang Consulting,
LLC
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b.
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Conversion
of engineering drawings to SI units, with appropriate labeling, and the
preparation of “shop drawings” for fabrication of a Thermal
Gasifier™
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c.
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Supervision
of the certification of the Thermal Gasifier™ design per EU standards in
coordination with Mustang Consulting,
LLC
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d.
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Development
of a mass and energy balance for fuel
testing
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e.
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Provide
liaison and support services between VITI and the Italian company that is
building a demonstration project for the Thermal
Gasifier™
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3.
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Term. The
initial term of this consulting agreement shall be for a six (6) month
period. The term can be extended with the mutual written
consent of both parties.
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4.
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Compensation. The
Consultant shall be paid a flat fee for the services defined in Section 2
of this Consulting Agreement based on the schedule listed
below. Such fees will be paid monthly in advance of the
services being rendered.
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August
3, 2009:
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$15,000
USD
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September
1, 2009:
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$15,000
USD
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October
1, 2009:
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$ 7,500
USD
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November
1, 2009:
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$ 7,500
USD
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December
1, 2009:
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$ 7,500
USD
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January
1, 2010:
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$ 7,500
USD
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5.
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Materials
& Expenses.
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a.
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Consultant
is solely responsible for any and all of Consultant’s costs including but
not limited to; travel, entertainment, lodging, materials, and supplies
while performing its services for VITI under this
agreement. Any costs that Consultant requests VITI to cover
must be approved in writing in advance by VITI and VITI has sole
discretion on approval or denial of said
costs.
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1
CONSULTING AGREEMENT
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b.
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VITI
agrees to supply Consultant, at VITI’s expense, an up-to-date licensed
copy of the SolidWorks software program that is compatible with the
software being used for VITI’s own development activity. All
engineering drawings developed for the Thermal Gasifier shall be
maintained in a SolidWorks format, a copy of which shall be provided to
VITI.
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6.
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Confidentiality.
Consultant will not disclose to any other person, firm or corporation, nor
use for its own benefit, during or after the term of this Consulting
Agreement, any trade secrets or other information designated as
confidential by VITI, which is acquired by Consultant in the course of
performing services hereunder. Any financial information
disclosed to Consultant pursuant to this Consulting Agreement may not be
disclosed in any manner without the prior written approval of
VITI.
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Consultant
and its agents or assigns hereby agree expressly that they directly or
indirectly, for itself, or through its representatives, agents, employees, or
affiliates will not pursue a transaction with any party acknowledged by VITI as
an Employee or Consultant, unless the Consultant has a written commitment prior
to the introduction.
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7.
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Indemnification. Consultant
and its agents or assigns hereby agree to indemnify and hold VITI harmless
from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorney’s fees) (collectively the
Liabilities) joint and several, arising out of the performance of this
Consulting Agreement, whether or not VITI is a party to such
dispute. This indemnity shall not apply, however, and VITI
shall indemnity and hold the Consultant, its affiliates, control persons,
officers, employees and agents harmless from and against all liabilities,
where a court of competent jurisdiction has made a final determination
that VITI engaged in gross recklessness and willful misconduct in the
performance hereunder which gave rise to the losses, claim, damage,
liability, cost or expense sought to be recovered hereunder (but pending
any such final determination, the indemnification provision of this
Consulting Agreement shall apply and the Consultant shall perform its
obligation there under.) The provision of this Paragraph 7
shall survive the terminating and expiration of this Consulting
Agreement.
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8.
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Independent
Contractor. VITI and the
Consultant hereby acknowledge that Consultant is an independent
contractor. Consultant shall not hold itself out as, nor shall
it take any action from which others might infer, that it is an agent of
or a joint venture partner of VITI.
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9.
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Notices. Any
notice to be given to VITI, and the Consultant under the terms of this
Agreement may be delivered personally, by telecopy, telex or other form of
written electronic transmission, or by registered or certified mail,
postage prepaid, and shall be addressed as
follows:
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If
to VITI:
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Vista International
Technologies, Inc.
4704
Harlan Street, Suite 685
Denver,
Colorado USA 80212
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If
to the Consultant:
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Ing.
Gianfranco Licursi
Via
Carlo Mollino 35
36100
Vicenza, ITALY
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2
CONSULTING AGREEMENT
Either
party may hereafter notify the other in writing of any change in
address. A notice shall be deemed duly given when (a) personally
delivered, (b) telecopied, telexed or transmitted by other form of written
electronic transmission, or (c) on the third day after it is mailed by
registered mail or certified mail, postage, prepaid, as provided
herein.
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10.
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Miscellaneous. This
Consulting Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any
prior communications, understandings and agreements between the
parties. This Consulting Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written
agreement signed by all parties. This Consulting Agreement
shall be governed by the laws of the State of Colorado, USA. In
the event of any dispute as to the terms of this Consulting Agreement, the
prevailing party in any litigation shall be entitled to reasonable
attorney’s fees.
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Accepted
and agreed to as of the date first written above.
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Vista
International Technologies, Inc.
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Consultant
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/s/
Barry J. Kemble
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/s/
Gianfranco Licursi
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Name
Barry J. Kemble
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Name
Gianfranco Licursi
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CEO
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P.E.
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Title
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Title
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July
27, 2009
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July
28, 2009
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Date
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Date
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