Attached files
Exhibit 10.2
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CONSULTING AGREEMENT
THE AGREEMENT is made and entered into effective as of the 10th day of December,
2010 by and between N-VIRO INTERNATIONAL CORPORATION hereinafter referred to as
"Client" or "Company", located at 3450 West Central Avenue, Suite 328, Toledo,
Ohio 43606, and SLD Capital Corp., a Pennsylvania company with its principal
place of business at 1220 Mirabeau Lane, Gladwyne, Pa, hereinafter referred to
as "Consultant".
RECITALS
WHEREAS, the Consultant possesses skills, knowledge and qualifications
beneficial to the Client.
WHEREAS, in the operation of Client's business affairs, the Client is in
need of the services which Consultant provides and wishes to enter into a
business arrangement with Consultant to provide such services.
IN CONSIDERATION of the promises and mutual covenants hereby contained, it
is hereby agreed as follows and will confirm the arrangements, terms and
conditions pursuant to which Consultant has been retained to serve as a business
consultant to Client on a nonexclusive basis as an independent contractor. The
undersigned hereby agree to the following terms and conditions:
AGREEMENTS
1. Term of Contract. This Agreement will become effective Dec 10th 2010 and
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will continue in effect for a period of eighteen (18) months unless earlier
terminated pursuant to Section 4 of this Agreement.
2. Services to be Performed by Independent Contractor/Consultant
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2.1 Duties of Consultant. Consultant agrees to provide general business
consulting to Client. The Consultant will provide such consulting services and
advice pertaining to the Client's business affairs as the Client may from time
to time reasonably request. Per the Client's request, the Consultant will
provide Client with the benefits of its reasonable judgment and efforts
regarding the following: corporate structures, general business policy, joint
ventures, lines of credit, factoring facilities, strategic business planning
including alliance partnerships, and/or mergers and acquisitions.
2.2 Independent Contractor Status. It is the express intention of the
parties that Consultant be an independent contractor and not an employee, agent,
joint venture or partner of Client. Client shall have no right to and shall not
control the manner or prescribe the method by which Consultant performs the
above described services. Consultant shall be entirely and solely responsible
for its own actions and the actions of its agents, employees or partners while
engaged in the performance of services required by this Agreement. Nothing in
this Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Client and Consultant or any
employee or agent of Consultant. Both parties acknowledge that Consultant is
not an employee for state or federal income tax purposes and Consultant
specifically agrees that it shall be exclusively liable for the payment of all
income taxes, or other state or Federal taxes that are due as a result of
receipt of any consideration for the performance of services required by this
Agreement. Consultant agrees that any such consideration is not subject to
withholding by the Client for payment of any taxes and Consultant directs Client
not to withhold any sums for the consideration paid to Consultant for the
services provided hereunder. Consultant shall retain the right to perform
services for others during the term of this Agreement so long as such other
services for third parties does not in any way create a conflict of interest
and/or an appearance of impropriety. Nothing herein shall constitute Consultant
as an employee or agent of the Client, except to such extent as might
hereinafter be agreed in writing signed by the parties hereto, Consultant shall
not have the authority to obligate or commit the Client in any matter
whatsoever.
2.3 Use of Employees of Contractor. Consultant may, at its own expense, use
any qualified employees or subcontractors as it deems necessary to perform the
services required of Consultant by this Agreement. Client may not control,
direct or supervise Consultant and/or its employees or subcontractors in the
performance of those services.
2.4 Expense. Consultant shall bear out-of-pocket costs and expenses incident
to performing the Consulting Services, without a right of reimbursement from the
Client unless such expenses are pre-approved by the Client in writing.
2.5 Available Time. Consultant shall make available such time as it, in its
sole discretion, shall deem appropriate for the performance of its obligation
under this Agreement.
3. Compensation.
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3.1 Consideration. Client and Consultant agree that SLD Capital Corp shall
receive a total of One Hundred and Ten Thousand (110,000) shares of restricted
144 stock of N-VIRO INTERNATINAL CORPORATION. The One Hundred and Ten Thousand
(110,000) shares shall be paid to SLD Capital Corp upon the signing of this
agreement and shall be considered fully paid and non-assessable. The above
shares are transferable at SLD's discretion.
3.2 Assignment and Termination. This Agreement shall not be assignable by any
party.
4. Termination Agreement
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4.1 Termination on Notice. Notwithstanding any other provisions of this
Agreement, Client may terminate this Agreement at any time by giving thirty (30)
days written notice to the Consultant. Upon Consultant receiving 30 days
written notification of termination of this Agreement by Client, it is to
receive full payment for services and expenses as stated in item 2.4, 3.1 and
3.2 of this Agreement. Unless otherwise terminated as provided in this
Agreement, this Agreement will continue in force for a period of eighteen (18)
months
4.2 Termination on Occurrence of Stated Event. This Agreement will terminate
automatically on the occurrence of one or more of the following events:
(a) bankruptcy or insolvency of Client
(b) non-payment or performance as stated in this Agreement by Client
5. Confidentiality. During the Term of this Agreement and thereafter, the
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Consultant shall keep confidential the Client's trade secrets, information,
ideas, knowledge and papers pertaining to the affairs of the Client. Without
limiting the generality of the foregoing, such trade secrets shall include: the
identity of the Client's customers, suppliers and prospective customers and
suppliers; the identity of the Client's creditors and other sources of
financing; the Client's estimating and costing procedures and the cost and gross
prices charged by the Client for its products; the prices or other consideration
charged to or required of the Client by any of its suppliers or potential
suppliers; the Client's sales and promotional policies; and all information
relating to entertainment programs or properties being produced or otherwise
developed by the Client. The Consultant shall not reveal said trade secrets to
others except in the proper exercise of its duties for the Client, or use their
knowledge thereof in any way that would be detrimental to the interest of the
Client, unless compelled to disclose such information by judicial or
administrative process; provided, however, that the divulging of information
shall not be a breach of this Agreement to the extent that such information was
(i) previously known by the party to which it is divulged, (ii) already in the
public domain, all through no fault of the Consultant, or (iii) required to be
disclosed by Consultant pursuant to judicial or governmental order. The
Consultant shall also treat all information pertaining to the affairs of the
Client's suppliers and customers and prospective customers and suppliers as
confidential trade secrets of such customers and suppliers and prospective
customers.
6. Consultant's Liability.In the absence of gross negligence or willful
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misconduct on the part of the Consultant or the Consultant's breach of any terms
of this Agreement, the Consultant shall not be liable to the Client or to any
officer, director, employee, stockholder or creditor of the Client, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder. Except in those cases where the gross negligence or willful
misconduct of the Consultant or the breach by the Consultant of any terms of
this Agreement is alleged and proven, the Client agrees to defend, indemnify,
and hold the Consultant harmless from and against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in the defense
of the Consultant) which may in any way result from services rendered by the
Consultant pursuant to or in any connection with this Agreement. This
indemnification expressly excludes any and all damages as a result of any
actions or statements, on behalf of the Client, made by the Consultant without
the prior approval or authorization of the Client.
7. Client's Liability. The Consultant agrees to defend, indemnify, and hold
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the Client harmless from and against any and all reasonable costs, expenses and
liability (including reasonable attorney's fees paid in defense of the Client)
which may in any way result pursuant to its gross negligence or willful
misconduct or in any connection with any actions taken or statements made, on
behalf of the Client, without the prior approval or authorization of the Client
or which are otherwise in violation of applicable law.
8. Entire Agreement. This Agreement embodies the entire agreement and
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understanding between the Client and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the subject matter hereof. This Agreement shall not
be modified except by written instrument duly executed by each of the parties
hereto.
9. Waiver. No waiver of any of the provisions of this Agreement shall be
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deemed, or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing wavier. No waiver shall be binding unless
executed in writing by the party making the waiver.
10. Assignment and Binding Effect. This Agreement and the rights hereunder may
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not be assigned by the parties (except by operation of law, merger,
consolidation, and sale of assets) and shall be binding upon and inure to the
benefit of the parties and their respective successors, assigns and legal
representatives.
11. Severability. Every provision of this Agreement is intended to be
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severable. If any term or provision hereof is deemed unlawful or invalid for
any reason whatsoever, such unlawfulness or invalidity shall not affect the
validity of this Agreement.
12. Governing Law. This Agreement shall be construed and interpreted in
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accordance with the laws of the State of Ohio. Any litigation arising hereunder
shall be initiated only in the state of Ohio. This Agreement shall not be
construed against either party hereto in the event of any ambiguities
13. Headings. The headings of this Agreement are inserted solely for the
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convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.
14. Further Acts. Each party agrees to perform any further acts and execute
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and deliver any further documents that may be reasonably necessary to carry out
the provisions and intent of this Agreement.
15. Acknowledgment Concerning Counsel. Each party acknowledges that it had the
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opportunity to employ separate and independent counsel of its own choosing in
connection with this Agreement.
16. Independent Contractor Status. There is no relationship, partnership,
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agency, employment, franchise or joint venture between the parties. The parties
have no authority to bind the other or incur any obligations on their behalf.
17. Counterparts. This Agreement may be executed simultaneously in two or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.
N-VIRO INTERNATIONAL CORPORATION
BY: /s/ Timothy Kasmoch DATE: 12/21/2010
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Timothy Kasmoch, CEO
SLD CAPITAL CORP
BY: /s/ Steven Rosner DATE: 12/21/2010
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Steven Rosner, President
