Sustainable Engineering Consultants

Sustainable Engineering Consultants

Engagement Agreement

Between SEC and Alexander Ohrimenko

17.10.2011

Contents

PARTIES. 3

AGREED TERMS. 3

1. INTERPRETATION.. 3

2. TERM OF ENGAGEMENT. 5

3. DUTIES, ABSENCE AND ILLNESS, AUTHORITY, WORKING TIMES, PLACE OF WORK, OFFICE FACILITIES, VACATIONS & HOLIDAYS. 5

4. FEES. 7

5. OTHER ACTIVITIES. 7

6. CONFIDENTIAL INFORMATION.. 8

7. DATA PROTECTION.. 8

8. INTELLECTUAL PROPERTY. 8

9. INSURANCE AND LIABILITY. 10

10. TERMINATION.. 10

11. NOTICES. 11

12. ENTIRE AGREEMENT. 11

13. VARIATION.. 12

14. THIRD PARTY RIGHTS. 12

PARTIES

(1) SEC LLC incorporated and registered in Dublin, Ireland with company number ____________________________________________________________________ (Company).

(2) Alexander Ohrimenko, who’s passport # is _____________, issued by ________________________ at __________________ (Consultant).

AGREED TERMS

1. INTERPRETATION

1.1. The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise):

Board: the board of directors of the Company (including any committee of the board duly appointed by it).

Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement which relate to the business of the Company OR any Group Company or which the Board reasonably considers might be of benefit to the Company OR any Group Company.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Commencement Date: means 17.10.2011

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or of any Group Company or any of its or their business contacts.

Engagement: the engagement of the Consultant by the Company on the terms of this agreement.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.

Monthly period: shall mean one calendar month.

Services: the services to be provided by the Consultant in a consultancy capacity for the Company.

Probation period: 6 months since the commencement date.

Termination Date: the date of termination of this agreement howsoever arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Services.

1.2. The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4. A reference to one gender includes a reference to the other gender.

1.5. Reference to this agreement to anything which any party is required to do shall include his acts defaults or omissions, whether:

1.5.1. Direct or indirect

1.5.2. On his own account, or

1.5.3. For or through any other person, and those which he permits or suffers to be done or not done by any other person.

1.6. The obligations imposed by this agreement are in addition to and not in substitution for the obligations and restrictions imposed or implied by law.

2. TERM OF ENGAGEMENT

2.1. The Company shall engage the Consultant and the Consultant shall provide the Services on the terms of this agreement.

2.2. The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

2.2.1. As provided by the terms of this agreement;

2.2.2. Upon completion of the probation period; or

2.2.3. By either party giving to the other not less than two weeks prior written notice.

3. DUTIES, ABSENCE AND ILLNESS, AUTHORITY, WORKING TIMES, PLACE OF WORK, OFFICE FACILITIES, VACATIONS & HOLIDAYS

3.1. During the Engagement the Consultant shall:

3.1.1. Provide the Services with all due care, skill and ability and use his best endeavours to promote the interests of the Company;

3.1.2. Use his best endeavours to promote and develop, maintain and extend the business and the Company’s reputation;

3.1.3. Do all other things in the course of business which the Company reasonably considers necessary or proper in its interests;

3.1.4. Unless prevented by ill health or accident, devote at least FIVE days per week, a day will mean at least nine hours to the carrying out of the Services together with additional time if any as may be necessary for their proper performance; and

3.1.5. Promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of the Company.

3.2. Employee may be asked to work on weekends. Such days should be paid as follows:

3.2.1. 1 day per month:

3.2.1.1. Within the limits of salary

3.2.2. 2 days per month:

3.2.2.1. First day within the limits of salary

3.2.2.2. Second (salary per month/170 hours)*q-ty of hours.

3.2.3. 3 and more days per month:

3.2.3.1. First day within the limits of salary

3.2.3.2. Second (salary per month/170 hours)*q-ty of hours

3.2.3.3. Third and each further: 2*(salary per month/170 hours)*q-ty of hours.

3.3. If the Consultant is unable to provide the Services due to illness or injury he shall advise the Company of that fact as soon as reasonably practicable and shall provide such evidence of his illness or injury as the Company may reasonably require. The right to make decision about whether to pay for time away from work remains to the Board.

3.4. The Consultant shall use reasonable endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as the Company may require.

3.5. Unless he has been specifically authorised to do so by the Company in writing, the Consultant shall not:

3.5.1. Have any authority to incur any expenditure in the name of or for the account of the Company; or

3.5.2. Have any authority to commit the Company to any legally binding commitments or contracts or to interfere in the running of the Company’s affairs or business.

3.6. The Consultant shall comply with all reasonable standards of safety and comply with the Company's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Company any unsafe working conditions or practices.

3.7. The Consultant undertakes to the Company that during the Engagement he shall take all reasonable steps to offer (or cause to be offered) to the Company any Business Opportunities as soon as practicable after the same shall have come to his knowledge and in any event before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Company if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any other person, firm or company.

3.8. The base from which the Consultant performs his duties under this agreement shall be from the Company’s offices five days per week or from some other base that the Company from time to time reasonably requires.

3.9. The Company shall:

3.9.1. Make available to the Consultant free of charge a suitable office and other office facilities as are necessary for the purpose of enabling him to perform his duties under this agreement.

3.9.2. Provide yearly paid vacation of 24 calendar days:

3.9.2.1. 7 days for the New Year.

3.9.2.2. 17 days: throughout the year, according to beforehand agreement with SEC.

3.9.2.3. All Ukrainian National Holidays are paid days off.

3.9.3. Pay out the Contractor monthly salary in time according to section 4 of the Agreement.

4. FEES

4.1. In consideration of the provision of the Services, the Company, on the 6^th day of each month, shall pay to the Consultant a salary of 812.50 USD per month.

4.2. If the Consultant is unable to carry out his duties due to illness or accident, or is unavailable for any other reason and he is not able to provide a Substitute during his absence, he may not be entitled to receive any fees in respect of the period of inability or unavailability.

5. OTHER ACTIVITIES

5.1. The Consultant should prevent from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement with SEC. In case activity of the Consultant causes a breach of any of the Consultant's obligations under this agreement, such activity may terminate engagement with SEC.

6. CONFIDENTIAL INFORMATION

6.1. The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 6.

6.2. The Consultant shall not (except in the proper course of his duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

6.2.1. any use or disclosure authorised by the Company or required by law; or

6.2.2. any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure.

7. DATA PROTECTION

7.1. The Consultant consents to the Company holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 1998) relating to the Consultant including, as appropriate:

7.1.1. information about the Consultant's physical or mental health or condition in order to monitor sick leave and take decisions;

7.1.2. the Consultant's racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation;

7.1.3. information relating to any criminal proceedings in which the Consultant has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

8. INTELLECTUAL PROPERTY

8.1. The Consultant hereby assigns to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under this agreement, the Consultant holds legal title in such rights and inventions on trust for the Company.

8.2. The Consultant undertakes:

8.2.1. to notify to the Company in writing full details of any Works and Inventions promptly on their creation;

8.2.2. to keep confidential details of all Inventions;

8.2.3. whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;

8.2.4. not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Company; and

8.2.5. to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company.

8.3. The Consultant warrants to the Company that:

8.3.1. he has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

8.3.2. he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

8.3.3. the use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.

8.4. The Consultant waives any moral rights in the Works to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials, infringes the Consultant's moral rights.

8.5. The Consultant acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become due to the Consultant in respect of the performance of his obligations under this clause 9.

8.6. The Consultant undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

9. INSURANCE AND LIABILITY

9.1. The Consultant shall have personal liability for any loss, liability or costs (including reasonable legal costs) incurred by the Company in connection with the provision of the Services.

10.TERMINATION

10.1. Notwithstanding the provisions of clause 2.2, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued prior to the Termination Date) if at any time the Consultant:

10.1.1. is guilty of any gross misconduct affecting the business of the Company; or

10.1.2. commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company; or

10.1.3. is convicted of any criminal offence (other than an offence under any road traffic legislation in the Ukraine or elsewhere for which a fine or non-custodial penalty is imposed); or

10.1.4. is in the reasonable opinion of the Board negligent and incompetent in the performance of the Services; or

10.1.5. is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 30 working days in any [52 week] consecutive period; or

10.1.6. is of unsound mind or a patient within the meaning of the Mental Health Act 1983; or

10.1.7. ceases to hold any licence or professional qualification or has his name removed from any register which is or which the Company considers necessary or desirable for the performance of her duties under this agreement; or

10.1.8. is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring the Consultant or the Company OR any Group Company into disrepute or is materially adverse to the interests of the Company OR any Group Company.

10.1.9. The rights of the Company under clause 10.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

11.NOTICES

11.1. Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Company) its registered office for the time being and (in the case of the Consultant) his last known address, or by sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received:

11.1.1. if delivered personally, at the time of delivery;

11.1.2. in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and

11.1.3. in the case of fax, at the time of transmission.

11.1.4. In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post [or that the notice was transmitted by fax to the fax number of the relevant party)].

12.ENTIRE AGREEMENT

Each party on behalf of itself and acknowledges and agrees with the other party that:

12.1.1. this agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Consultant and the Company and supersedes any previous agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);

12.1.2. in entering into this agreement neither party has relied on any Pre-Contractual Statement; and

12.1.3. the only remedy available to either party for breach of this agreement shall be for breach of contract under the terms of this agreement and it shall have no right of action against any other party in respect of any Pre-Contractual Statement. Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.

13.VARIATION

No variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14.THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Consultant and the Company shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

Company Contractor

__________________________ ___________________________

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