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EXHIBIT 10.2
CONSULTING AGREEMENT
AGREEMENT made as of the 31st day of January, 2015 by and between
Greenhouse Solutions, Inc. (the "Company"), address: 8400 E. Crescent Pkwy.,
Suite 600, Greenwood Village, Colorado 80111, and Loren Priest (the
"Consultant"), address: __________________________________.
WHEREAS, the Company desires professional guidance and advice regarding
engineering matters; and
WHEREAS, Consultant has expertise in the area of architecture and is
willing to act as an advisor and consultant to the Company upon the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein contained, the parties hereto agree as follows:
1. Duties, Scope of Agreement, and Relationship of the Parties
(a) The Company hereby agrees to retain Consultant as an advisor on
engineering matters, and Consultant agrees to advise the Company during the term
of this Agreement. All parties understand that Consultant has many other
business interests and will initially devote approximately 15 hours per week to
the tasks under this Agreement. In addition, the company understands that
consultant's efforts on behalf of his other interests are the sole and separate
property of Consultant.
(b) The services rendered by consultant to the company pursuant to this
Agreement shall be as an independent contractor, and this Agreement does not
make Consultant the employee, agent, or legal representative of the Company for
any purpose whatsoever, including without limitation, participation in any
benefits or privileges given or extended by the Company to its employees. No
right or authority is granted to Consultant to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the name of
the company, except as may be set forth herein. The company shall not withhold
for Consultant any federal or state taxes from the amounts to be paid to
consultant hereunder, and Consultant agrees that he will pay all taxes due on
such amounts.
(c) Consultant agrees to make available to Company its services as an
Office, Vice President of Engineering, on an as needed basis on reasonable
request.
2. Compensation
a) The Company will agree to issue 300,000 shares of restricted
common stock subject to vesting after 6 months as a retention fee
to Consultant to perform the services agreed hereunder. The
Company shall issue said shares at the end of six months if
services have continued to be rendered and Consultant remains an
officer. The parties may modify the compensation only by written
amendment.
b) The Company shall pay billable hours for services at normal
professional rates provided for Greenhouse contracts as received
by the Company, plus documented travel and entertainment expenses
if reasonable.
3. Expenses
The Company shall reimburse Consultant for all pre-approved reasonable
and necessary expenses incurred by it in carrying out its duties under this
Agreement. Consultant shall submit related receipts and documentation with his
request for reimbursement.
4. Renewal; Termination
(a) This Agreement shall continue in effect on a one year basis until
terminated by written notice by either party to the other. Either the Company or
the Consultant may terminate this Agreement by giving the other party three (3)
days written notice prior to the end of any calendar month after 90 days, if
substantial progress is not being made in capital raising. However, termination
of Consultant by the Company shall not relieve the Company of its financial
obligations to Consultant as defined herein. Death the Consultants inability to
continue performing his duties under the Contract will relieve the Company of
its financial obligations to such date of termination to Consultant as defined
herein.
(b) Subject to the continuing obligations of Consultant under Section 5
below, either party may terminate this Agreement at any time if the other party
shall fail to fulfill any material obligation under this Agreement and shall not
have cured the breach within 5 days after having received notice thereof.
(c) Termination or expiration of this Agreement shall not extinguish
any rights of compensation that shall accrue prior to the termination.
5. Confidential Information
(a) "Confidential Information," as used in this Section 5, means
information that is not generally known and that is proprietary to the Company
or that the Company is obligated to treat as proprietary. This information
includes, without limitation:
(i) Trade secret information about the Company and its products;
(ii) Information concerning the Company's business as the Company
has conducted it since the Company's incorporation or as it
may conduct it in the future; and
(iii)Information concerning any of the Company's past, current,
or possible future products, including (without limitation)
information about the Company's research, development,
engineering, purchasing, manufacturing, accounting,
marketing, selling, or leasing efforts.
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(b) Any information that Consultant reasonably considers Confidential
Information, or that the Company treats as Confidential Information, will be
presumed to be Confidential Information (whether Consultant or others originated
it and regardless of how it obtained it).
(c) Except as required in its duties to the Company, Consultant will
never, either during or after the term of this Agreement, use or disclose
confidential Information to any person not authorized by the Company to receive
it for a period of two (2) years after termination of this Agreement. However,
information in the possession of Consultant as of the Effective Date of this
Agreement, information that is public or becomes public, or information that is
required to be disclosed by a bona fide legal authority is exempt from this
Agreement.
(d) If this Agreement is terminated, Consultant will promptly turn over
to the Company all records and any compositions, articles, devices, apparatus
and other items that disclose, describe, or embody Confidential Information,
including all copies, reproductions, and specimens of the Confidential
Information in its possession, regardless of who prepared them. The rights of
the Company set forth in this Section 5 are in addition to any rights of the
Company with respect to protection of trade secrets or confidential information
arising out of the common or statutory laws of the State of Colorado or any
other state or any country wherein Consultant may from time to time perform
services pursuant to this Agreement. This Section 5 shall survive the
termination or expiration of this Agreement.
(e) Consultant agrees to enter into a 16(b) Plan for any sales of
shares of company, subject to the Plans approval by the company in writing.
6. False or Misleading Information
The Company warrants that it will provide Consultant with accurate
financial, corporate, and other data required by Consultant and necessary for
full disclosure of all facts relevant to any efforts required of Consultant
under this Agreement. Such information shall be furnished promptly upon request.
If the Company fails to provide such information, or if any information provided
by the Company to Consultant shall be false or misleading, or if the Company
omits or fails to provide or withholds relevant material information to
Consultant or to any professionals engaged pursuant to paragraph 5(d) above,
then, in such event, any and all fees paid hereunder will be retained by
Consultant as liquidated damages and this Agreement shall be null and void and
Consultant shall have no further obligation hereunder. Further, by execution of
this Agreement, the Company hereby indemnifies Consultant from any and all costs
for expenses or damages incurred, and holds Consultant harmless from any and all
claims and/or actions that may arise out of providing false or misleading
information or by omitting relevant information in connection with the efforts
required of Consultant under this Agreement.
7. Consultant's Best efforts and No Warranty of Information
Consultant shall use its best efforts to use reliable information and
scientific techniques associated with the cloud services business. However,
Consultant makes no warranty as to the completeness or interpretation of such
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information, nor does Consultant warrant the information with regard to errors
or omissions contained therein. Any reserve estimates, price calculations, price
forecasts, exploration potential predictions or similar information provided by
Consultant are, or may well be, estimates only and should not be considered
predictions of actual results.
8. Miscellaneous
(a) Successors and Assigns. This Agreement is binding on and ensures to the
benefit of the Company. Company cannot assign this Agreement without
Consultant's written agreement.
(b) Modification. This Agreement may be modified or amended only in writing
signed by both the Company and Consultant.
(c) Governing Law. The laws of placeStateColorado will govern the validity,
construction, and performance of this Agreement. Any legal proceeding related to
this Agreement will be brought in an appropriate Colorado court, and both the
Company and Consultant hereby consent to the exclusive jurisdiction of that
court for this purpose.
(d) Construction. Wherever possible, each provision of this Agreement will
be interpreted so that it is valid under the applicable law. If any provision of
this Agreement is to any extent invalid under the applicable law, that provision
will still be effective, to the extent it remains valid. The remainder of this
Agreement also will continue to be valid, and the entire Agreement will continue
to be valid in other jurisdictions.
(e) Waivers. No failure or delay by either the Company or Consultant in
exercising any right or remedy under this Agreement will waive any provision of
the Agreement, nor will any single or partial exercise by either the Company or
Consultant of any right or remedy under this Agreement preclude either of them
from otherwise or further exercising these rights or remedies, or any other
rights or remedies granted by any law or any related document.
(f) Captions. The headings in this Agreement are for convenience only and
do not affect this Agreement's interpretation.
(g) Entire Agreement. This Agreement supersedes all previous and
contemporaneous oral negotiations, commitments, writings, and understandings
between the parties concerning the matters in this Agreement.
(h) Notices. All notices and other communications required or permitted
under this Agreement shall be in writing and sent by registered first-class
mail, postage prepaid, and shall be effective five days after mailing to the
addresses stated below. These addresses may be changed at any time by like
notice.
In the case of the Company:
Greenhouse Solutions, Inc.
Greenhouse Solutions, Inc.
8400 E. Crescent Pkwy., Suite 600
Greenwood Village, CO 80111
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In the case of Consultant:
Loren Priest
(i) Indemnification. Company agrees to indemnify and hold harmless
Consultant from any and all claims, actions, liabilities, costs, expenses,
including attorney fees arising from claims made against Consultant in
connection with Company's possession or use of advice, guidance, materials,
information, data or other services provided by Consultant under this Agreement.
(j) Conflicts of Interest. Company acknowledges that Consultant is engaged
in the business of providing consulting for other companies in the cloud
services industry within the North America. In the event Consultant is requested
by Company to provide advice and guidance on or about issues that may create a
potential conflict of interest between Consultant's other business matters and
the Company's operations, Consultant shall not be required by Company to render
advice and guidance on such an area. Company and Consultant shall use their best
efforts to notify each other of any potential conflicts of interests. In any
event, Consultant's general knowledge that Company plans to engage, or is
actively engaging, related to the cloud services industry shall in no way
preclude Consultant, or Consultant's business entities, from providing services
or consulting for other cloud services companies within the same area.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
The Company Consultant
GREENHOUSE SOLUTIONS, INC. LOREN PRIEST
By:
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