Exhibit 10.26
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made as of the 26th day of
June, 2007 by and between Ecology Coatings, Inc., a California corporation (the
"Company") and Trimax, LLC, a Michigan limited liability company ("Consultant")
WHEREAS, Consultant is an accomplished industrialist, maintaining numerous
personal relationships deemed valuable by the Company;
WHEREAS, the Company desires to retain Consultant for purposes of
leveraging said personal relationships as means with which to benefit the
Company, and;
WHEREAS, the Company and Consultant collectively desire to ratify and
confirm the compensation payable to Consultant for his services with respect
thereto.
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained in this Agreement, the parties hereby
agree as follows:
I. Appointment. The Company hereby retains Consultant to provide consulting
and advisory services to the Company concerning the business and affairs of the
Company (collectively, the "Services"). Consultant hereby agrees to accept such
engagement and perform its duties hereunder diligently and in the best interests
of the Company in accordance with the provisions of this Agreement
II. Term. This Agreement shall commence as of the date hereof and shall
continue until June 26, 2009.
III. Duties. The non-exclusive Services contemplated hereunder to be
performed by Consultant for the compensation set out in Article III are as
follows:
a. Advise and consult the Company on business development and
strategic planning;
c. Identify potential strategic partners and customers to the
Company, and;
b. Identify and facilitate communications between the Company and
said potential strategic partners and customers.
IV. Compensation. The Company shall pay Consultant as follows:
a. The Company shall issue Consultant options to purchase Three
Hundred Thousand (300,000) shares of the Company's common stock
at a price of Two dollars ($2.00) per share. The options shall
carry no restriction on exercise and will have a ten-year term
from the date hereof. The Company shall register the options as
part of the first registration statement filed with the
Securities Exchange Commission from the date hereof. See Exhibit
"A."
b. The Company shall issue Consultant options to purchase Three
Hundred Thousand (300,000) shares of the Company's common stock
at a price of Two ($2.00) dollars per share. The options shall be
restricted for twelve (12) months from the date hereof. The
options will have a ten (10) year term from the date hereof. See
Exhibit "B."
c. The Company shall issue Consultant options to purchase Four
Hundred Thousand (400,000) shares of the Company's common stock
at a price of Two ($2.00) dollars per share. The options shall be
restricted for twenty-four (24) months from the date hereof. The
options will have a ten (10) year terms from the date hereof. See
Exhibit "C."
V. Expenses. Upon submission by Consultant of reasonable documentation, the
Company shall reimburse Consultant for its expenses, including but not limited
to attorneys, accountants, and other professional advisors, regardless of
whether or not a transaction occurs. Consultant agrees to provide
VI. Other Engagements. The parties acknowledge that Consultant will be
acting in a like capacity to parties other than the Company and agree that the
provision of services to such parties shall not constitute a breach hereof or of
any duty owed to the Company by virtue of this Agreement.
VII. Independent Contractor. In providing services pursuant to this
Agreement, the Consultant shall be an independent contractor, and neither party
to this Agreement shall make any representations or statements indicating or
suggesting that any joint venture, partnership, or other such relationship
exists between any of the parties except as set forth herein.
VIII. Mutual Indemnity.
a. Company Indemnification. The Company shall indemnify, defend and
protect Consultant and shall hold Consultant harmless from and against any
and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorneys' fees that Consultant may incur or suffer, which arise
from or relate to any liability to any person or entity relating to or
resulting from any misrepresentation or omission by the Company to
Consultant or any investor related to, in connection with or arising out
of, directly or indirectly, Consultant.
b. Consultant Indemnification. Consultant shall indemnify, defend and
protect the Company and shall hold the Company harmless from and against
any and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest,
penalties and reasonable attorneys' fees that the Company may incur or
suffer, which arise from or relate to any liability to any person or entity
relating to or resulting from any misrepresentation or omission by
Consultant to the Company or any investor related to, in connection with or
arising out of, directly or indirectly, Consultant.
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IX. Confidential Information. The Consultant acknowledges that, in the
course of carrying out, performing and fulfilling the Consultant's duties
hereunder, the Consultant and certain of the Consultant's employees will have
access to and will be entrusted with detailed, confidential and sensitive
information relating to the business of the Company (the "Confidential
Information"), the disclosure of any of which Confidential Information would be
highly detrimental to the interests of the Company. "Confidential Information"
means all trade secrets, proprietary information, patents and other data and
information, in any form, belonging to the Company or any of its clients,
customers, consultants, licensees or affiliates, that is held in confidence by
the Company. "Confidential Information" further includes, but is not limited to
computer software, the business plans and arrangements, customer lists,
marketing materials, financial information, research, technical data and any
other information identified or treated as confidential by the Company or its
clients, customer, consultants, licensees or affiliates. Notwithstanding the
foregoing, "Confidential Information" does not include information which the
Company has voluntarily disclosed to the public without restriction, or which is
otherwise known to the public at large. Except as may be required in the course
of carrying out the Services, the Consultant covenants and agrees with the
Company that neither the Consultant nor any of the Consultant's employees will
disclose either during the Term or at any time thereafter, any of such
Confidential Information to any person (subject to legal compulsion).
X. Miscellaneous.
a. Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
b. Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between and among the parties with regard to
the subjects hereof and thereof.
c. Notices. All notices, requests, demands, instructions or other
communications required or permitted to be given under this Agreement shall
be in writing and (i) shall be deemed to have been duly given upon
delivery, if delivered personally or by one-day courier, or by facsimile
transmission where receipt is acknowledged by the receiving machine or if
given by prepaid telegram; or (ii) if mailed first-class, postage prepaid,
registered or certified mail, return receipt requested, shall be deemed to
have been delivered three (3) business days after deposit in the United
States mails, to this applicable party's address set forth on the signature
page. Either party hereto may change the address to which communications
are to be directed by given written notice to other parties hereto of such
change in the manner provided above.
d. Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for the convenience of reference only
and are not be considered in construing this Agreement.
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e. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
f. Attorneys' Fees, Costs. In the event a party breaches this
Agreement, the prevailing party shall pay all costs and attorney's fees
incurred by any other party in connection with such breach, whether or not
any litigation is commenced.
g. Further Assurances. The parties agree to sign all such documents
and to do all such things as may be necessary or desirable to more
completely and effectively carry out the terms and intentions of this
agreement.
h. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan.
IN WITNESS WHEREOF each of the parties hereto has executed this Agreement
as of the date first written above.
TRIMAX, LLC
/s/ Daryl R. Repokis
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Daryl R. Repokis
ECOLOGY COATINGS, INC.
/s/ Richard D. Stromback
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Richard D. Stromback, Chairman
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