Exhibit 10.12
Agreement between Ovation Products Corporation and Etain Companies, LLC
The following agreement discusses the terms and scope of the relationship
between Ovation Products Corporation (Ovation) of Nashua, NH and Etain
Companies, (Etain) ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1. TERM: The term of this agreement shall be for a period of one year
commencing February 1, 2003 and terminable after six months with a two
month notice period.
2. NATURE OF THE RELATIONSHIP AND SCOPE OF SERVICES: Under this agreement,
Etain shall provide general consulting and strategic services for and
at the direction of Ovation. Ovation shall provide specific guidance as
to the priorities on which it wishes Etain to focus. These areas on
which Etain shall provide assistance may include, but shall not be
limited to: strategic alliances, presentations, governmental
organizations, environmental groups, real estate issues, and press
relations. Etain shall not be called upon to act as a lobbyist of any
state or federal entity.
3. FEES: In consideration of its efforts, Etain shall receive one thousand
dollars per month, payable on the first of each month. However, the
first payment shall not be due until July 1, 2003 for the first six
months. In addition, Etain shall receive one thousand two hundred fifty
(1250) shares of Ovation Stock on a monthly basis in a cumulative
manner under the existing employee stock option program. If Etain's
efforts shall result in receiving warrants in connection to its prior
agreement of January 17, 2003 with Ovation, Ovation may reduce the
warrants owed under said preexisting agreement by the amount of one
half of the amount received under this agreement, provided that the
total amount of shares owed under the prior agreement shall be at least
two and one half (2 1/2) times the amount that would be owed on an
annual basis under this agreement.
4. ENTIRE AGREEMENT: This agreement, constitutes the entire agreement
between the parties, with the exception of the aforementioned agreement
of January 17th, 2003. Should any term or provisions hereof be deemed
invalid, void, or unenforceable either in its entirety or in a
particular application, the remainder of the Agreement shall
nonetheless remain in full force and effect. This Agreement shall be
binding upon and inure to the benefit of the respective parties and
their permitted assigns and successors in interest.
5. EXCLUSIVITY AND CONFIDENTIALITY: Both parties acknowledge that this
relationship is non-exclusive and agree that any and all information
emanating from the other's business in any form, and any methods,
strategies, technology, alliances and contacts is "Confidential and
Proprietary Information", the disclosure of which would be harmful to
the business interest of each party. Both parties agree that they will
not, during or after the term of this Agreement, permit the duplication
or disclosure of any such Confidential and Proprietary Information to
any person (other than an employee, agent or representative of the
other party who must have such information for the performance of its
obligations hereunder) nor shall one party make use of the other's
"Confidential and Proprietary
Information" for their own purposes or for the benefit of any person,
firm, corporation or other entity than the party owning such
information. "Confidential and Proprietary Information" shall not
include information, which at the time of disclosure, is in the public
domain.
6. INDEMNIFICATION: Ovation agrees to indemnify and hold Etain harmless
for claims, actions, threats, damages, injuries or losses arising out
of Ovation's provision of its products to users and compliance with
all applicable laws, pursuant to this Agreement.
7. NOTICES: All notices or other communications sent pursuant to this
Agreement shall be in writing and shall be delivered in hand or sent by
facsimile transmission or email with subsequent written confirmation.
Such notice shall be deemed to have been given or made upon delivery,
if delivered personally or three business days after mailing via
regular mail or one business day if delivered by an overnight courier.
8. GOVERNING LAW: This agreement shall be governed by the laws of the
Commonwealth of Massachusetts without regard to choice of law
principles.
In witness whereof, the parties have read, had the opportunity to discuss the
terms and caused this Agreement to be executed and do each hereby warrant and
represent that their respective signatory whose signature appears below has been
and is on the date of this Agreement duly authorized by all necessary and
appropriate corporate action to execute this Agreement.
Ovation Products Corporation Etain Companies, LLC
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: CEO Title: President
Date: 12 Feb 2003 Date: 12 Feb 2003