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Consulting Agreement, Dated July 17, 2006

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Exhibit 10.6

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the " Agreement" ) is entered into as of July 17, 2006, retroactive to July 1, 2006, by Environmental Power Corporation, a Delaware corporation with its principal place of business at One Cate Street, 4 th Floor, Portsmouth, New Hampshire 03801 (together with its subsidiaries, the " Company" ), and Donald A. Livingston, an individual residing at 500 Market St., Unit 15R, Portsmouth, NH 03801 (the " Consultant" ).

INTRODUCTION The Company desires to retain the services of the Consultant and the Consultant desires to perform certain services for the Company. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1. Services . The Consultant agrees to perform such services, and to undertake such projects, as may be directed by the Company' s Board of Directors or its Chief Executive Officer. The Consultant shall perform such services and work on such projects on a substantially full-time basis.

2. Term . This Agreement shall commence on the date hereof and shall continue until December 31, 2006 (such period, as it may be extended, being referred to as the " Consultation Period" ), unless sooner terminated in accordance with the provisions of Section 4.

3. Compensation . 3.1 Consulting Fees . During the Consultation Period, the Company shall pay to the Consultant consulting fees of $41,666.66 per month, payable in arrears on the last business day of each calendar month in the Consultation Period.

3.2 Reimbursement of Expenses . The Company shall reimburse the Consultant for all reasonable and necessary expenses incurred or paid by the Consultant in connection with, or related to, the performance of his services under this Agreement. The Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within 30 days after receipt thereof. 3.3 Benefits . The Consultant shall be entitled to such benefits, coverages or privileges as the Consultant previously enjoyed during his employment with the Company.

4. Termination . The Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach any provision of Sections 6 or 7, and the Consultant shall be entitled to no further payments under this Agreement after the date of such termination. The Company may also terminate the Consultation Period for convenience upon notice to the Consultant, but the Consultant shall nevertheless thereafter be entitled to receive such payments as the Consultant would otherwise have been entitled to receive under this Agreement. The provisions of Sections 6 and 7 shall survive any termination of this Agreement.

5. Cooperation . The Consultant shall use his best efforts in the performance of his obligations under this Agreement. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform his obligations hereunder. The Consultant shall cooperate with the Company' s personnel, shall not interfere with the conduct of the Company' s business and shall observe all rules, regulations and security requirements of the Company concerning the safety of persons and property. 6. Inventions and Proprietary Information .

6.1 Inventions .

(a) All inventions, discoveries, computer programs, data, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) (" Inventions" ) related to the business of the Company which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others and whether during normal business hours or otherwise, during the course of the Consultant' s prior employment with the Company, during the Consultation Period or thereafter if resulting or directly derived from Proprietary Information (as defined below), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as his duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. Upon the request of the Company and at the Company' s expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying fo
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