EXHIBIT 10.19
INDEPENDENT CONSULTING AGREEMENT
BETWEEN
WORLDWIDE STRATEGIC PARTNERS, INC. AND GLOBAL RESOURCES CORP.
This Independent Consulting Agreement ("Agreement") is made and entered into
effective this the 26th day of November 2007, by and between Worldwide Strategic
Partners, Inc., hereinafter referred to as ("Consultant"), a Texas corporation
with address being 5847 San Felipe, Suite 3275. Houston, TX 77057 and Global
Resource Corp. (PinkSheets/GBRC), hereinafter referred to as ("Company"), a
Nevada corporation with address being 408 Bloomfield Drive, Suite 3, West
Berlin, NJ 08091
WHEREAS, Company is a worldwide petroleum research, engineering, development,
and manufacturing company that is responsible for bringing innovation and new
technologies to the petrochemical industries where they offer many proprietary
solutions in enhanced oil & energy recovery processes.
WHEREAS, Consultant has been engaged by Company to provide general consulting
services and assist Company in the commercialization of Company's technologies.
Consultant will identify business opportunities for utilization of Company's
technologies including the private and public sectors. Company acknowledges and
agrees that Consultant is not being engaged to raise investment or obtain equity
partners, as Company has already engaged these services from other Consultants.
WHEREAS, Consultant's team may include members under a subcontract agreement
that will lobby directly on behalf of Company. These members will comply with
the lobbying disclosure laws and statutes as reflected in the Lobbying
Disclosure Act of 1995 and Amendments. Company will acknowledge and grant
Consultant the ability to designate the lobbying team working with. Consultant
on behalf of Company. Company will need to sign a separate letter reflecting
approval of the members of the lobbying team providing these services. The fees
incurred for the lobbying services will be paid out of the fees the Company pays
to Consultant, which a portion will be designated for the exclusive lobbying
services performed. Consultant acknowledges that Company may need to disclose
this Consultant contract including lobbying services since they are a publicly
traded company to comply with any SEC or disclosure regulations.
NOW THEREFORE, the Parties covenant and agree as follows:
A. Scope of Consulting Agreement
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Consultant shall, through the use of its best effort, endeavor to assist Company
in obtaining Company's goals, as outlined above. Company will provide Consultant
a detailed scope and analysis of Company's performance objectives. This will be
done by the Company within 10 days of execution of this agreement, including
supplying documents or holding face to face meetings to discuss Consultant's
scope of work.
B. Term of Agreement
-----------------
The initial term of this Agreement shall be for 6 months, commencing on November
26th 2007, and ending on May 25th 2008. This Agreement shall be automatically
renewable for an additional 6 months upon mutual agreement by the Parties. Each
renewal of the Agreement shall be governed by the same terms and conditions
contained in this Agreement. Subject to the foregoing, either party to this
Agreement may give notice of termination ("Notice of Termination") of this
Agreement through written notice after the initial 90 days term to the other
party's designated representative for notice. The Notice of Termination shall be
deemed given upon the earlier of receipt: 5 days after deposit with an
internationally
INDEPENDENT CONSULTING AGREEMENT
BETWEEN
WORLDWIDE STRATEGIC PARTNERS, INC. AND GLOBAL RESOURCES CORP.
recognized express courier, or 10 days after deposit in the mail. The sending of
the Notice of Termination shall terminate the Agreement effective on the date
received. Notice of Termination may only be given via 1.) overnight delivery
service or 2.) facsimile transmission. The giving of Notice of Termination shall
not terminate any of the Parties' obligations under the Agreement until the
Termination Date occurs.
C. Compensation of Consulting Services
-----------------------------------
Company shall pay the Consultant a monthly fee of 50,000 shares of the Company's
restricted 144 common stock commencing on the date of execution of this
agreement and on the 26th day of every month thereafter. The monthly retainer
will be deemed earned on the 26th day of every month during the term of this
agreement for as long as it remains in effect. The shares are to be delivered
immediately, on the 26(2)' day of every month, in fully accountable and
non-assessable form pursuant to the Consultant's delivery instructions. The
monthly fee payable as shares under this section shall not be refundable and
fully vest upon receipt on the 26th day of every month during the term of this
agreement for as long as it remains in effect.
Company understands that despite best efforts of Consultant, Goals may not be
obtained or achieved Company understands and agrees that Consultant cannot
warrant or guarantee outcome of the Goals, and that Consultant have made no
representation to Company about the probable outcome of the Goals.
Company acknowledges and agrees that the issuance of these restricted common
shares are done so under the SEC Rules and Regulations and can be disclosed
since Consultant is engaged to perform services on behalf of Company.
D. Expenses
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The Company will reimburse the Consultant for out of pocket expenses including
travel and lodging expenses incurred, on behalf of Company's business but only
upon presentation of a detailed description of the expenses incurred, and only
to the extent that the Company approves in advance and in writing any
expenditure in excess of $1,000.00.
E. Key Personnel
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Consultant may suggest to Company other business or legal entities he retained
to perform specific services on behalf of Company, which Company will need to
engage these business legal persons or entities under a separate agreement.
Company may seek to have Consultant assistance in coordinating with other
business entities in the performance of their services.
Consultant agrees that all matter discussed with Company will remain
confidential unless the Company expressly allows this information to be conveyed
to third parties.
F. Independent Contractor: No Agency and No Joint Venture
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The Parties expressly agree that this Agreement does not create an agency
agreement or a joint venture agreement. The Parties expressly agree that
Consultant are independent contractors entitled to use and
INDEPENDENT CONSULTING AGREEMENT
BETWEEN
WORLDWIDE STRATEGIC PARTNERS, INC. AND GLOBAL RESOURCES CORP.
exercise their own judgment and discretion. While all actions shall be taken in
consultation with Company, Consultant shall not be obligated to carry out any
course of action, of which the Consultant do not approve or agree.
G. LIMITATION ON WARRANTIES
------------------------
THIS IS A BUSINESS SERVICE ENGAGEMENT. CONSULTANT WARRANTS THAT THEY WILL
PERFORM CONSULTING SERVICES HEREUNDER IN GOOD FAITH. CONSULTANT DISCLAIM ALL
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITHOUT LIMITATION, WARRANTIES OR
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
H. Confidential Information
------------------------
In order for Consultant to effectively carry out their functions under this
Agreement, the Parties understand that Consultant will come into possession of
information that Company may otherwise deem confidential. However, unless
Company specifically limits the disclosure of the information by giving written
notice of the specific information ii desires to maintain confidential,
Consultant may make necessary disclosures and convey such information to third
parties, if such disclosure is necessary, in Consultant' opinion, to achieve the
Company's' Goals. Consultant expressly warrants that such disclosures will not
be made except in the direct course of carrying out Consultant' functions under
this Agreement. Company expressly agrees to waive any action it may have for
disclosure of such confidential information, unless Company has given written
notice to Consultant directing Consultant not to disclose.
I. Law Governing Agreement
-----------------------
Company and Consultant agree that the laws governing this Agreement shall he
under the laws of Texas with venue being Houston, Harris County. This Agreement
shall he interpreted pursuant to Texas Laws and Statutes
J. AGREEMENT SUBJECT TO ARBITRATION
--------------------------------
ANY DISPUTE ARISING BETWEEN COMPANY, ITS CLIENT AND CONSULTANT UNDER THIS
AGREEMENT SHALL BE SUBMITTED TO BINDING ARBITRATION, SUCH ARBITRATION TO BE HELD
UNDER THE RULES OF ARBITRATION SET BY THE AMERICAN ARBITRATION ASSOCIATION.
ARBITRATION WILL BE HELD IN HOUSTON, HARRIS COUNTY, TEXAS. COMPANY. ITS CLIENT
AND CONSULTANT AGREE THE ARBITRATION AWARD MAY BE ENFORCED AS A JUDGMENT BY
PETITION TO ANY FEDERAL. COURT IN THE UNITED STATES AND HOUSTON, HARRIS COUNTY,
TEXAS HAVING PROPER JURISDICTION OR ANY OTHER COURT WHICH HAS PROPER
JURISDICTION OVER THIS AGREEMENT.
K. Limitation on Actions
---------------------
All legal actions arising under or related to this Agreement must be commenced
within 1 year of the Termination Dates of the Agreement.
INDEPENDENT CONSULTING AGREEMENT
BETWEEN
WORLDWIDE STRATEGIC PARTNERS, INC. AND GLOBAL RESOURCES CORP.
L. Limitation on Damages
---------------------
Consultant shall not be responsible or liable to Company for any actions.
damages, claims, liabilities, costs, expenses, or losses arising out of or
related to this Agreement or the consulting services performed hereunder in
excess of the fees of the amount paid to Consultant by Company under this
Agreement. In no event shall Consultant be liable for consequential, special,
indirect, incidental, punitive or exemplary damages, costs, expenses, or losses
(including, without limitation, lost profits and opportunity costs). The
provisions of this paragraph shall apply regardless of the form of action,
damage, claim, liability, cost, expense or losses whether in contract, tort,
statute or otherwise.
M. Additional Warranties and Representations of Panics
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1. The signing Parties represent and warrant to the other that they
have the right and authority to enter this Agreement and to bind
such Party to the rights and obligations set forth herein, and that
all required corporate and/or governmental permission, consent and
authorization has been obtained in order to make this Agreement
effective.
This Agreement may not be assigned by either party or transferred by
operation of law to any other person or organization without the
express written approval of the other party.
2. Company and Consultant agree to carry out their business consulting
services in compliance with the laws and statutes of the United
States. Texas and jurisdiction of Consultant's company formation.
All the parties to this transaction agree that it will be done in
compliance with the laws of the United States including any
disclosure requirements or SEC regulations regarding Company, as a
publicly traded company.
3. Except as provided in this Agreement, neither party shall have the
right, power, or authority to act or to create any obligation,
express or implied, on behalf of the other
4. The Arbitration. indemnification provisions set forth in the
Agreement, and any other provision. which by its sense and context
is appropriate, shall survive the termination of this Agreement by
either party for any reason.
5. The titles and headings of the various sections and paragraphs in
this Agreement are intended solely for convenience of reference and
are not intended for any other purpose whatsoever, or to explain,
modify, or place any construction upon or on any provisions of
Agreement.
6. All exhibits to this Agreement are incorporated herein by reference
and made part of this Agreement.
7. Neither party shall be in breach of this Agreement in the event it
is unable to perform its obligations under this Agreement as a
result of natural disaster, war, or emergency conditions.
8. If any provision of this Agreement shall be held to be invalid or
unenforceable by a competent court having proper jurisdiction, the
other provisions shall remain valid.
INDEPENDENT CONSULTING AGREEMENT
BETWEEN
WORLDWIDE STRATEGIC PARTNERS, INC. AND GLOBAL RESOURCES CORP.
9. The parties agree that this Agreement supersedes all previous
communications, oral or written, and all other communications
between them relating to the license and to the subject hereof. No
representations or statements of any kind made by either party,
which are not expressly stated herein, shall be binding on such
party.
IN WITNESS THEREOF, the panics have executed this Agreement as of this 26th day
of November, 2007.
WORLDWIDE STRATEGIC PARTNERS. INC. ("CONSULTANT")
/s/ Steve Payne
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By: Steve Payne, President
GLOBAL RESOURCE CORP. ("COMPANY")
/s/ Jeffrey J. Andrews
- -------------------------------------
By: Jeffrey J. Andrews, CFO, Officer, Director