STEAMSHARP CRYSTAL independent contractor agreement FINAL jan23 BM

Crystal Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT

This agreement (the “Agreement”) is made and entered into as of JANUARY 15, 2014 (the “Effective Date”) between STEAMSHARP TECHNOLOGY, INC., (the “Company”), a limited liability company existing under the laws of the PROVINCE OF BRITISH COLUMBIA, CANADA and having its principal offices at Suite B101, 1093 West Broadway Street, Vancouver, BC, and STEPHEN CRYSTAL (the “Contractor”) (collectively, the “Parties”).

WHEREAS, the Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and,

WHEREAS, the Company and the Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed,

WHEREAS, the Contractor affirms that he understands all of the provisions contained in this Agreement, and in the case that he requires clarification as to one or more of the provisions contained herein, he requested clarification or otherwise sought legal guidance,

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

  1. SERVICES

1.1 We would propose to represent Steamsharp on a consultant basis to do the following:

a) Revise and update your marketing material to pursue financing and strategic partnerships in the space;

b) Facilitate introductions to potential financing partners towards the goal of raising $1.5 mm in capital for Steamsharp either in the form of straight equity or through some convertible note structure acceptable to the Company; and,

c) Facilitate introductions to strategic partners in the space which includes:

i Other b to b suppliers in the US, Europe and Asia;

ii Operators in those jurisdictions: and,

iii Operators of related businesses in your space. We have discussed several possibilities in our discussion.

  1. TERMS

2.1. This agreement is for an initial one (1) year term starting January 15, 2014, unless sooner terminated as provided in Section 12 below, and may be extended by mutual consent of each Party as reflected in a writing signed by both Parties(the “Term”).

  1. CONTRACTOR REPRESENTATIONS AND WARRANTIES

3.1. Beginning on the Effective Date, and remaining in effect for the duration of the Term, the Contractor makes the following representations and warranties:

a) That Contractor is fully authorized and empowered to enter into this Agreement, and that his or her performance of the obligations under this Agreement will not violate any agreement between the Contractor and any other person, firm or organization or any law or governmental regulation.

b) That Contractor will notify the Company of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than two (2) weeks prior to such change(s). If the Contractor becomes aware of such change(s) within the two (2) week period, the Contractor shall promptly notify the Company of such change(s) within a reasonable amount of time.

3.2. That Contractor will bear all personal expenses incurred in the performance of this Agreement.

  1. COMPANY REPRESENTATIONS AND WARRANTIES

4.1. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Company makes the following representations and warranties.

a) That it is fully authorized and empowered to enter into this Agreement, and that its performance of the obligations under this Agreement will not violate any agreement between the Company and any other person, firm or organization or any law or governmental regulation.

b) That it is in full compliance with any and all laws and/or statutes applicable to the services described hereunder.

  1. COMPENSATION

5.1. The work performed by the Contractor shall be performed at the rate set forth in Appendix A, and not exceed the total estimated amount specified in Appendix A.

  1. INDEPENDENT CONTRACTOR STATUS

6.1. The Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

6.2. The Contractor shall have no authority to act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

6.3. The Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.

  1. CONFIDENTIAL INFORMATION

7.1. The Contractor and his or her employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of the Contractor and his or her employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.

  1. INTELLECTUAL PROPERTY

8.1. The Contractor grants the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content in connection with the services described hereunder.

8.2. Any materials developed by the Company, making use of Content, remains the sole property of the Company subject to all applicable laws and/or statutes.

8.3. During the course of performing under this Agreement, the Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with the Company, develop information, produce work product, or achieve other results for the Company in connection with the services it performs for the Company under this Agreement. The contractor agrees that any such information, work product, and other results, systems and information developed by the Contractor and/or the Company in connection with such services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. § 101), and shall remain the sole and exclusive property of Company. Note that this provision shall have no effect on the status of the relationship between the Company and the Contractor, as set out in Section 6 above.

  1. LIABILITY

9.1. The Company shall not be responsible for any costs incurred by the Contractor, except those described in Appendix “A”.

9.2. The Company makes no guarantees regarding the physical and/or mental fitness of any Client. The Contractor shall perform the services set out in this Agreement at his or her own risk.

9.3. Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.

  1. DISCLAIMER OF WARRANTY

10.1. The warranties contained herein are the only warranties made by the parties hereunder. Each party makes no other warranty, whether express or implied, and expressly excludes and disclaims all other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.

  1. INDEMNIFICATION

11.1. The Contractor agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement. This provision shall survive the duration of this Agreement.

11.2. The Contractor agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Contractor’s services under this Agreement, unless expressly stated otherwise by the Company, in writing.

  1. TERMIANTION, SCOPE AND SEVERABILITY

12.1. The Company may terminate this Agreement at any time for any reason upon ten (10) business days notice to the Contractor. Either party may terminate this Agreement for cause immediately upon notice to the breaching party.

12.2. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

12.3. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.

12.4. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

12.5. No modifications to this Agreement shall be binding upon the Company without the express, written consent of the Company.

12.6. This Agreement shall not be assigned by either party without the express consent of the other party.

  1. GOVERNING LAW AND JURISDICTION

13.1. This Agreement shall be governed by and construed in accordance by the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract and the parties hereto hereby submit to the exclusive jurisdiction of the courts of the Province of British Columbia.

  1. WAIVER OF RIGHTS

14.1. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.

STEAMSHARP TECHNOLOGY, INC.

By: ______________________________

Name:

Title:

SIGNED, SEALED AND DELIVERED )

in the presence of: )

)

______________________________ ) ______________________________

Witness ) STEPHEN CRYSTAL

)

______________________________

Witness

APPENDIX A:

PRICING AND COMPENSATION GUIDELINES

The services performed by the Contractor during the Term of this Agreement shall be performed at the rates specified below and shall not exceed the total estimated amounts specified below:

  1. Contractor will receive a Five Thousand ($5,000) per month pro rated consulting fee oaid in arrears on the last business day of each calendar month:

1.1. Contractor is responsible for all their out of pocket expenses.

1.2. The entire retainer fees will be credited against any Success Fees earned.

1.3. Contractor agrees to defer One Thousand ($1,000) per month pro rated to be paid at the end of the conclusion of the four month anniversary of this Agreement.

  1. Contractor will be paid Five (5%) percent Success Fee paid in cash at Closing on any capital raised by Contractor and collected by Companyduring the Term.

2.1. In addition, Contractor will only be paid two (2) percent warrants or stock options in the Company if a minimum funding of one (1) million US or funding acceptable to Company, is raised and closed by Contractorand collected by Company.. The strike price will be $1.545667 per share. The warrants will have a term of no less than five (5) yearsfrom the execution of this agreement.

2.2. The Five Thousand ($5,000) per month pro rated retainer fees will be credited against any Success Fees earned.

  1. With respect to any strategic deals consummated as the direct result of Contractor’s efforts during the Term:

3.1. Company will pay a Success Fee based on the gross value of any such deal and should the deal be structured over time, we would limit our fee to Five (5%) percent in year one (1), Two point Five (2.5%) percent in year two (2) and One (1%) percent in year three (3) of revenue production from such deal. No other payments would be made after year three.

3.2. Contractor will act (and be publically known) as an advisor to Steamsharp’s Board of Directors during the Term and allow Steamsharp to place Contractor’s bio and picture on all corporate literature including the Company’s web site.

3.3. Contractor’s “efforts” means: Contractor will be a significant participant in identifying, negotiating and assisting management in closing strategic deal(s).

  1. There would be a twelve-month tail on any introductions of this nature; meaning that in the event the Company consummates the sale of its securities or a strategic deal within the twelve month period immediately following the Term of this Agreement with any entity or person with whom the Company and the Contractor were directly engaged in negotiations during the Term as evidenced by a term sheet or letter of intent signed by each of the Company and such person during the Term, the Company shall pay to the Contractor upon the closing of such transaction the Success Fee in the manner contemplated above.
  1. The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.

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