Technical Consulting Agreement

This Technical Consulting Agreement is made effective as of May 18, 2012, by and between Redwood Solar, Inc, of 60 Arthur St., San Rafael, California 94901, and Dorian M. Rothschild, of 35 Palm Circle Dr., Corte Madera, California 95422. In this Agreement, the party who is contracting to receive services shall be referred to as "Redwood Solar", and the party who will be providing the services shall be referred to as "Mr. Rothschild". Mr. Rothschild has a background in computer programming. and is willing to provide services to Redwood Solar based on this background. Redwood Solar desires to have services provided by Mr. Rothschild. Therefore, the parties agree as follows: DESCRIPTION OF SERVICES. Beginning on June 04, 2012, Mr. Rothschild will provide certain technical consulting services for the implementation or use of the Supported Software to the Company including the following services (collectively, the "Services"): Mr. Rothschild shall provide IT services for Redwood Solar. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Mr. Rothschild shall be determined by Mr. Rothschild. Redwood Solar will rely on Mr. Rothschild to work as many hours as may be reasonably necessary to fulfill Mr. Rothschild's obligations under this Agreement. PRIORITY OF REQUEST FOR SERVICES. Consultant utilizes the following two priority levels to allow Company to categorize the request: Priority 1 - Normal Request Consultant will provide an initial response regarding the request within twenty four (24) hours. Priority 2 - Priority Request Consultant will provide an initial response regarding the request within twelve (12) hours (Monday-Friday) or within twenty four (24) hours (Saturday and Sunday). Priority will be given to Priority requests over Normal requests. PAYMENT. Redwood Solar will pay a fee to Mr. Rothschild for the Services based on $55.00 per hour. This fee shall be payable semi-monthly, no later than the fifteenth and last day of the month, each payment corresponding to the semi-monthly period that ended approximately fifteen days prior to the payment date. SUPPORT SERVICES. Redwood Solar will provide the following support services for the benefit of Mr. Rothschild: office space and office supplies.
This is a RocketLawyer.com Legal Document

NEW PROJECT APPROVAL. Mr. Rothschild and Redwood Solar recognize that Mr. Rothschild's Services will include working on various projects for Redwood Solar. Mr. Rothschild shall obtain the approval of Redwood Solar prior to the commencement of a new project. TERM/TERMINATION. This Agreement shall be effective for a period of 1 year. and shall automatically renew for successive terms of the same duration, unless either party provides 60 days written notice to the other party prior to the termination of the applicable initial term or renewal term. RELATIONSHIP OF PARTIES. It is understood by the parties that Mr. Rothschild is an independent contractor with respect to Redwood Solar, and not an employee of Redwood Solar. Redwood Solar will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Mr. Rothschild. DISCLOSURE. Mr. Rothschild is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Redwood Solar. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to: - any activity that Mr. Rothschild may be involved with on behalf of Redwood Solar EMPLOYEES. Mr. Rothschild's employees, if any, who perform services for Redwood Solar under this Agreement shall also be bound by the provisions of this Agreement. At the request of Redwood Solar, Mr. Rothschild shall provide adequate evidence that such persons are Mr. Rothschild's employees. INDEMNIFICATION. Mr. Rothschild agrees to indemnify and hold harmless Redwood Solar from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Redwood Solar that result from the acts or omissions of Mr. Rothschild, Mr. Rothschild's employees, if any, and Mr. Rothschild's agents. Company acknowledges that it is the sole responsibility of the Company, at all times, including specifically during all service functions performed by Consultant pursuant to this Agreement, to protect and maintain an up-to-date and restorable backup of any and all databases, files, utilities, software and other systems which Consultants staff may directly access or in connection with which Consultant's staff may offer advice. Company represents and warrants to Service Provider that it: (a) is engaged in a lawful business enterprise; (b) can form legally binding contracts and is authorized to enter into this Agreement; and (c) is in compliance with all applicable laws appropriate to its location of business and nature of work.

This is a RocketLawyer.com Legal Document

ASSIGNMENT. Mr. Rothschild's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Redwood Solar. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"): Consultant's Intellectual Property. Mr. Rothschild does not personally hold any interest in any Intellectual Property. Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Mr. Rothschild (or Mr. Rothschild's employees, if any) during the term of this Agreement shall be the property of Mr. Rothschild, subject to Redwood Solar's right to acquire such Intellectual Property on terms agreeable to Mr. Rothschild and Redwood Solar. Redwood Solar will not acquire shop rights or an interest in any way in such Intellectual Property by virtue of the development, experimentation, or adaptation for manufacture, sale, or use. CONFIDENTIALITY. Redwood Solar recognizes that Mr. Rothschild has and will have the following information: - inventions - products - prices - apparatus - costs - future plans - business affairs - trade secrets - technical information - customer lists - copyrights and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Redwood Solar, Inc and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Mr. Rothschild agrees that Mr. Rothschild will not at any time or in any manner, either directly or indirectly, use any Information for Mr. Rothschild's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Redwood Solar. Mr. Rothschild will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Mr. Rothschild has disclosed (or has threatened to disclose) Information in violation of this Agreement, Redwood
This is a RocketLawyer.com Legal Document

Solar shall be entitled to an injunction to restrain Mr. Rothschild from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Redwood Solar shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. FORCE MAJEURE. Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party. DISCLAIMER OF WARRANTIES. Except as otherwise expressly provided in this Agreement, Consultant disclaims any and all promises, representations and warranties, express or implied, with respect to the supported software, corrections and the services provided as above, including promises, representations and warranties as to condition, the existence of any latent or patent defects, merchantability or fitness for any particular purpose, non-infringement, or any implied warranty of information content or system integration. Without limiting the generality of the foregoing disclaimer, Consultant does not warrant that its advice or programming on behalf of the Company will be error free. Consultant shall have an obligation to correct demonstrated errors in the operation of the Supported Software which may appear as a result of incorrect provision of the Services, for a period agreed upon by the parties following delivery of the Services. Consultant shall not have any obligation to correct errors in the operation of the supported software if the programming code has been modified by company or by any other party. SERVICES TO THIRD PARTIES. Mr. Rothschild shall not provide any consulting services to any third party during the term of this Agreement, unless Mr. Rothschild has obtained Redwood Solar's prior written consent. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are special and unique assets of Redwood Solar that need to be protected from disclosure, and in consideration of the disclosure of the Information, Mr. Rothschild agrees and covenants that for a period of six months following the termination of this Agreement, whether such termination is voluntary or involuntary, Mr. Rothschild will not directly or indirectly engage in any business competitive with Redwood Solar. This covenant shall apply to the geographical area that includes all of the State of California. Directly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, or (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of Redwood Solar for the benefit of a third party that is engaged in such business. Mr. Rothschild agrees that this non-compete provision
This is a RocketLawyer.com Legal Document

will not adversely affect the livelihood of Mr. Rothschild. NON-SOLICITATION. Both the Company and the Consultant agree that while this Agreement is in force, they shall not directly or indirectly solicit or offer employment to any of the other's officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other's prior written consent. RETURN OF RECORDS. Upon termination of this Agreement, Mr. Rothschild shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Mr. Rothschild's possession or under Mr. Rothschild's control and that are Redwood Solar's property or relate to Redwood Solar's business. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: IF for Redwood Solar: Redwood Solar, Inc Robert L. Mackabee Human Resources Manager 60 Arthur St. San Rafael, California 94901

IF for Mr. Rothschild: Dorian M. Rothschild 35 Palm Circle Dr. Corte Madera, California 95422 Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This is a RocketLawyer.com Legal Document

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California. Party receiving services: Redwood Solar, Inc

By: ____________________________________________________ John D. Danforth President

Party providing services: Dorian M. Rothschild

By: ____________________________________________________ Dorian M. Rothschild

This is a RocketLawyer.com Legal Document