Exhibit 10.5
CLIENT
AGREEMENT
FOR
PROFESSIONAL SERVICES
Between
Merrick & Company
and
Alternative Ethanol Technologies, Inc.
Table of Contents
A - Statement of Services, Project Schedule, Deliverables & Additional Services
B - Schedule of Payment
C – Additional Client Responsibilities
D - Insurance
Article 1
Merrick’s Services and Personnel
3
Article 2
Compensation
4
Article 3
Changes to Scope of Work, Suspension
4
Article 4
Technical and Contractual Representatives
5
Article 5
Client Responsibilities
5
Article 6
Records, Audit and Documents
6
Article 7
Conflict of Interest, No Contingent Fees
6
Article 8
Confidential & Proprietary Information
7
Article 9
Software Rights, Copyright, Patent, Trademark
7
Article 10
Subcontracts
8
Article 11
Indemnification & Risk Allocation
8
Article 12
Insurance
9
Article 13
Termination
9
Article 14
Dispute Resolution
10
Article 15
General
11
Article 16
Incorporation of Attachments
13
Client Agreement for Professional Services
This Client Agreement for Professional Services (“ Agreement ”) is made by and between Merrick &
Company, a Colorado corporation (“ Merrick ”) and Alternative Ethanol Technologies Inc., a Delaware
corporation (“ Client ”) and its permitted assigns.
Client desires to obtain professional services for the “ Project ” described on Attachment A and the parties wish
to set forth the terms and conditions for performance of these services.
NOW THEREFORE, for and in consideration of the mutual promises and covenants herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,