Exhibit 10.38
Consultancy Agreement
Consultancy Agreement
The following Consultancy Agreement is concluded
between
GAIA
Akkumulatorenwerke GmbH
Montaniastra. 17 in 99734 Nordhausen
represented by the managing director
hereinafter referred to as - Principal -
and
InnoventisConsulting GmbH
Rossertblick 27 in D-65817 Eppstein
hereinafter referred to as - Innoventis or Contractor -
Preamble
Due to the technical and economic situation of GAIA Akkumulatorenwerke GmbH,
Nordhausen the following Consultancy Agreement is concluded between GAIA and
Innoventis.
(S) 1
Subject matter
1. Innoventis, represented by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, represents GAIA
Akkumulatorenwerke GmbH as the Chairman of the Management.
The areas of tasks and responsibility are shown in the Rules of Procedure
of GAIA.
2. This Consultancy Agreement replaces the current contract of September 2001
and enters into force and effect as per 01.09.2002.
The Consultancy Agreement has a fixed term of 4 years until 31 August 2006.
3. The parties agree to start talks on an extension of the Consultancy
Agreement no later than 6 months before the expiry of the agreement.
(S) 2
Execution of Order
1. The parties proceed on the assumption that the order will be carried out by
▇▇. ▇. ▇. ▇▇▇▇▇▇ personally.
(S) 3
Remuneration
1. The Contractor shall charge a monthly fee of (Euro) 23,000 (net) for his
services within the scope of the consultancy services.
2. A) Any additional accommodation expenses, customary out-of-pocket expenses
and travelling expenses shall be borne by the Principal.
B) The Principal shall provide to the Contractor an upper-class company
car, e.g. Audi A8, for business trips.
3. The consulting services shall be billed each month on the 20/th/ of the
month. The invoices are due for payment immediately after issuing the
invoice without any deductions.
(S) 4
Duty of Secrecy
1. The Contractor and any persons possibly assigned by him are obliged to
maintain secrecy. This duty of secrecy includes all information on the
Principal. The Contractor is obliged to ensure that third parties do not
gain any knowledge of business secrets.
2. Confidential information and business secrets are especially information on
the procedures and business methods of the Principal and his enterprises in
technical, commercial and other respects.
3. This duty of secrecy continues to exist even after the end of the contract.
4. The Contractor may only hand over written comments of all kinds, in
particular reports, recommendations and press releases, which refer to the
order and to the Principal, after obtaining the express, written consent
from the Principal.
(S) 5
Exclusive Dealing
1. The Contractor undertakes to refrain from carrying out any activity for
third parties which could entail the possibility of a conflict of interests
between the Principal and a third party.
(S) 6
Safe Custody and Return of Documents
1. The Contractor is obliged to store all the business documents and
operational data provided to him in due form and return these to the
Principal after the end of the contract.
2. Insofar as the Contractor processes and stores data on electronic data
carriers with the Principal's written consent within the framework of his
order, he is obliged to furnish proof of the erasure thereof or to
surrender the data carriers to the Principal at the end of the contract.
(S) 7
Miscellaneous
1. No verbal additional agreements have been made.
Amendments and supplements to this Agreement must be made in writing to
enter into force and effect.
2. Should individual provisions of this Agreement be or become invalid in toto
or in part, this shall not affect the validity of the remaining provisions.
By way of interpretation, provisions containing lacunae or invalid
provisions shall be supplemented so that a reasonable provision is found
which most closely approximates what the commercial aim of the contracting
parties was or would have been if the contracting parties had considered
the lacunae or the invalidity, taking into account the aim of the contract
thereby.
3. Nordhausen is the place of jurisdiction and venue.
Nordhausen, 19.08.2002 Nordhausen, 19.08.2002
(Signature) (Signature)
GAIA Akkumulatorenwerke GmbH InnoventisConsulting GmbH
Approval:
(Signature)
▇.▇. ▇▇▇ ▇▇▇▇▇
