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PROPRIETARY AND CONFIDENTIAL
AGREEMENT FOR CONSULTANT SERVICES
This Agreement is made effective as of September 1, 2002 between OCEAN POWER
CORPORATION, 5000 Robert J. Mathews Parkway, El Dorado Hills, California 95762,
hereinafter referred to as "OPC", and CARL A. P. FRICKE hereinafter referred to
as "Consultant".
The parties agree as follows:
1. Consulting services on behalf of OPC shall be for a minimum period of
three (3) months. During the term of this Agreement, Consultant agrees
to being retained by OPC to provide the services described in Exhibit A.
OPC understands that Consultant is and will continue to be engaged in
other professional and financial activities during the term of this
Agreement, and due consideration will be given by OPC to these other
activities in making requests for Consultant's services. Further,
Consultant does now and shall continue to be free to engage in any
activities of his choice, including the provision of consulting services
to other individuals, governments or corporate entities, as long as
those other clients are not direct competitors of OPC during the term of
this agreement and as long as such services do not interfere with the
provision of services described in Exhibit A.
OPC recognizes that Consultant maintains his own offices, but may also
require the use of OPC offices and support services.
2. It is understood and agreed that Consultant is an independent contractor
and shall not be considered an employee of OPC. Nothing herein contained
shall create the relationship of employer and employee, partnership,
principal and agent, or joint venture between Consultant and OPC based
on the nature and demands of the services to be performed for OPC.
Consultant agrees that he is not entitled to the rights or benefits
afforded to OPC's employees, including Disability or Unemployment
insurance, Worker's Compensation, medical insurance, sick leave, or any
other employment benefit.
3. Consultant will receive payment in the form of and in amounts described
in Exhibit B.
Ocean Power Corporation
5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
916.933.8100 o Fax 916.933.8177
Page 1
4. Consultant agrees that he will not disclose to unauthorized persons or
make public, directly or indirectly at any time, without the written
consent of an authorized representative of OPC, any secret, proprietary
or confidential information of OPC its affiliates, business associates,
or other consultants, including such information developed by services
provided under this Agreement, which may be obtained or developed during
the time of this Agreement. Consultant further agrees to cause all
notes, drawings, blueprints, or financial, accounting or budget,
documents, projections or other reproductions of any secret,
confidential or proprietary information prepared in the performance of
the Agreement to be returned upon the termination or expiration of this
Agreement.
5. Secret, proprietary, or confidential information shall not include
information which was known to Consultant prior to such disclosure, was
generally available to the public or was disclosed to the Consultant by
a third party not affiliated with OPC.
6. OPC will indemnify and save Consultant harmless from any damages and
expenses which Consultant may sustain in any manner arising out of or in
connection with Consultant's consulting activities for OPC, provided
that Consultant acted in good faith for purposes which Consultant
reasonably believed to be in the best interests of OPC.
7. Where acquisitions, mergers, joint ventures, corporate partnering, or
special business arrangements may be initiated as a result of work done
or suggestions made by Consultant, and if OPC requires that Consultant
perform special services related to such recommendations and
suggestions, a separate arrangement for such services, acceptable to
both parties, will be negotiated prior to the commencement of such
services.
8. It is understood and agreed that neither this agreement nor any interest
therein or claim thereunder may be assigned or transferred by Consultant
or OPC. Consultant further agrees that he will not use the Agreement or
the fact of its existence in any advertising or promotional literature
without the prior written approval of OPC.
9. This Agreement shall be construed, interpreted, and applied in
accordance with the laws of the State of California.
10. If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Ocean Power Corporation
5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
916.933.8100 o Fax 916.933.8177
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11. The term of this Agreement shall be renewable after the initial three
(3) months engagement by mutual agreement in writing.
IN WITNESS WHEREOF, the parties have caused this instrument to be signed as of
the day and year above written.
OCEAN POWER CORPORATION CONSULTANT
BY: ___________________________ BY: _________________________
Joseph P. Maceda, President Carl A. P. Fricke
Ocean Power Corporation
5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
916.933.8100 o Fax 916.933.8177
Page 3
EXHIBIT A - CONSULTING SERVICES
The services to be rendered by consultant, which may be amended from time to
time during the term of this agreement, shall be as follows:
Assistance with overall management of the Company, including but not
limited to evaluating the company's existing desalination business model
and its integration with its power systems business, assistance in
(re)developing/updating the current business plan executive summary and
corporate presentations, oversight of desalination system product
development and production, assist with planning and targeting markets
and customers, analysis of pricing strategies, assisting with proposal
preparation and managing client relationships, assistance in hiring and
assessment of key personnel, assisting in identifying and structuring
relationships with strategic alliances and business partners, assistance
in the execution of the Company's growth plan.
Ocean Power Corporation
5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
916.933.8100 o Fax 916.933.8177
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EXHIBIT B - COMPENSATION
1. Monthly retainer ($20,000). No medical insurance or fringe benefits.
2. Option to purchase 500,000 shares of common stock at $0.02 per share
(today's fair market value) fully vested at the end of the term of this
agreement i.e. three (3) months from the date first written above.
3. Reimbursement for reasonable travel and other business expenses incurred
in the performance of Consultant's duties, in accordance with the
Company's general policies.
4. For other services, if performed: compensation, in cash, for prospects
Consultant identifies and closes within 18 months after termination of
this agreement (payments for the following services are separate from
and in addition to the compensation described above):
a) Finders fee (debt) 2% with an additional 3% percent for managing or
closing the process if that occurs
b) Performance fee for equity investments in the Company - 5% of
investment (received by Company as cash, stock, like-in-kind
services or products)
c) Performance fee for identifying and closing a merger, acquisition,
recapitalization or change in control - 5% of the total
consideration received by the Company.
d) Business Opportunity (product, project or services) sales that
Consultant generates or are assigned to Consultant to manage
(excludes all work for which CIMA Ventures is compensated) - 3% of
gross proceeds received by Company
e) If the Company requests Consultant to provide other additional
services, Consultant will be paid fees that are standard for that
industry and are agreed to in writing by both the Company and the
Consultant.
Ocean Power Corporation
5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
916.933.8100 o Fax 916.933.8177
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