Filed by Bowne Pure Compliance





Exhibit 10.53




CONSULTING SERVICES AGREEMENT




This Consulting Services Agreement (hereinafter the “Agreement”) is entered this 11th day of
November, 2008 by and between Trimax, LLC (hereinafter “Consultant”) a Delaware Limited Liability
Company and Ecology Coatings (hereinafter “Client”), a Nevada corporation, with reference to the
following:



R E C I T A L S:




WHEREAS, Client desires to be assured of the association and services of Consultant in order
to avail itself of Consultant’s experience, skills, abilities, knowledge, and background to
facilitate long range strategic planning, and to advise Client in business and/or financial matters
and is therefore willing to engage Consultant upon the terms and conditions set forth herein.



WHEREAS, Consultant desires to be assured, and Client desires to assure Consultant, that, if
Consultant associates with Client and allocates its resources necessary to provide Client with its
services as Client requires and expects, the Consultant will be paid the consideration described
herein and said consideration will be nonrefundable, regardless of the circumstances.



WHEREAS, the Consultant agrees to be engaged and retained by the Client and Client agrees to
engage and retain Consultant upon the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



1. Engagement. Client hereby engages Consultant on a non-exclusive basis, and Consultant
hereby accepts the engagement to become financial Consultant to Client and to render such advice,
consultation, information, and services to the Directors and/or Officers of Client regarding
identifying and developing new revenue sources for Client. The parties hereby terminate the prior
Consulting Agreement dated July 1, 2006.



2. Term. The term (“Term”) of this Agreement shall commence on the date hereof and continue
for one (1) year. The Agreement may be extended upon agreement by both parties, unless or until the
Agreement is terminated. Either party may cancel this Agreement upon five days written notice in
the event either party violates any material provision of this Agreement and fails to cure such
violation within five (5) days of written notification of such violation from the other party or if
either party violates their Mutual Release. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party of its obligation incurred prior
to the date of cancellation.


 


 









 





3. Due Diligence. Client shall supply and deliver to Consultant all information relating to
Client’s business as may be reasonably requested by the Consultant to enable Consultant to provide the consulting services described in paragraph 1
hereof.



4. Compensation and Fees. As consideration for Consultant entering into this Agreement, Client
agrees to pay and deliver to Consultant the consideration stated in Exhibit A, which is attached
hereto and incorporated by reference herein.



5. Exclusivity; Performance; Confidentiality. The services of Consultant hereunder shall not
be exclusive, and Consultant and his agents may perform similar or different services for other
persons or entities whether or not they are competitors of Client. Consultant agrees that it will,
at all times, faithfully and in a professional manner perform all of the duties that may be
reasonably required of Consultant pursuant to the terms of this Agreement. Consultant shall be
required to expend only such time as is necessary to service Client in a commercially reasonable
manner. Consultant does not guarantee that its efforts will have any impact upon the Client’s
business or that there will be any specific result or improvement from Consultant’s efforts.
Consultant acknowledges and agrees that confidential and valuable information proprietary to Client
and obtained during its engagement with Client, shall not be, directly or indirectly, disclosed
without the prior express written consent of Client, unless and until such information is otherwise
known to the public generally or is not otherwise secret and confidential. Consultant will no
longer associate or communicate, directly or indirectly, with Client’s former General Counsel, Adam
Tracy, with respect to any Client confidential information. and will not disclose any non-public
Client information, confidential information or otherwise, to Adam Tracy; provided , however, that
in the event disclosure is required by law, Consultant will provide Client with notice prior to
making the disclosure so that Client may seek a protective order. Consultant will fully cooperate
and assist Client in any proceeding, hearing or litigation the Consultant has with Adam Tracy,
including providing testimony, affidavits and background information.



6. Independent Contractor. In its performance hereunder, Consultant and his agents shall be an
independent contractor. Consultant shall complete the services required hereunder according to his
own means and methods of work, shall be in the exclusive charge and control of Consultant and which
shall not be subject to the control or supervision of Client, except as to the results of the work.
Client acknowledges that nothing in this Agreement shall be construed to require Consultant to
provide services to Client at any specific time, or in any specific place or manner. Payments to
Consultant hereunder shall not be subject to withholding taxes or other employment taxes as
required with respect to compensation paid to an employee.


 


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7. Arbitration and Fees. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, may be resolved by mutual agreement; or if not, shall be settled in
accordance with the Arbitration rules of the American Arbitration Association in Detroit, Michigan.
Any decision or award rendered by the arbitrators shall be binding upon the parties and shall be
enforceable as a judgment in any court of competent jurisdiction. The prevailing party in such arbitration or other proceeding shall be
entitled, in addition to such other relief as many be granted, to a reasonable sum as and for
attorney’s fees in such arbitration or other proceeding which may be determined by the arbitrator
or other officer in such proceeding. If collection is required for any payment not made when due,
the creditor shall collect statutory interest and the cost of collection, including attorney’s fees
whether or not court action is required for enforcement. The prevailing party in any such
proceeding shall also be entitled to reasonable attorneys’ fees and costs in connection all appeals
of any judgment.



8. Notices. Any notice or other communication required or permitted hereunder must be in
writing and sent by either (i) certified mail, postage prepaid, return receipt requested and First
Class mail; or (ii) overnight delivery with confirmation of delivery; or (iii) facsimile
transmission with an original mailed by first class mail, postage prepaid, addressed as follows:



	 	 	 
	If to the Client:

	 	Ecology Coatings
	 
	 	 
	Address:

	 	2701 Cambridge Court, Suite 100 
	 

	 	Auburn Hills, Michigan 48326 
	 

	 	Attn: General Counsel & Secretary
	 
	 	 
	Facsimile No.:

	 	248-370-9908
	 
	 	 
	If to Consultant:

	 	Trimax, LLC
	 
	 	 
	Address:

	 	220 Cranbrook Road
	 

	 	Bloomfield Hills, MI 48304 
	 
	 	 
	Facsimile No:

	 	248.645.1128 






or in each case to such other address and facsimile number as shall have last been furnished by
like notice. If mailing is impossible due to an absence of postal service, and other methods of
sending notice are not otherwise available, notice shall be hand-delivered to the aforesaid
addresses. Each notice or communication shall be deemed to have been given as of the date so mailed
or delivered, as the case may be; provided, however, that any notice sent by facsimile shall be
deemed to have been given as of the date sent by facsimile if a copy of such notice is also mailed
by first class mail on the date sent by facsimile; if the date of mailing is not the same as the
date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice given.


 


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9. Additional Provisions. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision and no waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No
supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. This Agreement
constitutes the entire agreement between the parties and supersedes any prior agreements or
negotiations. There are no third party beneficiaries of this Agreement. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of Michigan, regardless
of laws of conflicts.



10. Recitals. The Recitals are incorporated herein by this reference and made a material part
of this Agreement.



(Signatures on next page)



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The parties hereto have entered into this Agreement on the date first written above.



“Client”




Ecology Coatings, Inc.

a Nevada corporation



/s/ Rober G. Crockett          

By: Robert G. Crockett

Title: CEO




“Consultant”




Trimax, LLC

a Delaware limited liability company



/s/ Daryl Repokis          

By: Daryl Repokis

Title: Manager



 


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Exhibit A — Compensation Trimax, LLC




	 	 	 
	Monthly Compensation:

	 	$7,500 per month, payable on the
1st day of each month. If payment
is not made within 10 days of the due date,
such amounts due shall accrue interest as the
rate of three percent (3%) until paid.
	 
	 	 
	Commission For New Business:

	 	15% of collected gross revenue for fees
associated with Licensing, Exclusivity and
Royalties from clients that Consultant
initiates for as long as they continue to pay
Ecology such fees whether Consultant is still
under contract with Client or not.
	 
	 	 
	 

	 	3% of collected gross revenue for product
sales to clients that Consultant initiates
for as long as remain a client of Ecology
whether Consultant is still under contract
with Client or not.






Requirements:




	 	•	 	A material requirement of this Agreement is that Consultant secures new customers for
Ecology. Consultant will work on behalf of Ecology a minimum of 40 hours per week.

	 
	 	•	 	Within 10 days, Consultant must provide Ecology with a list of potential customers
Consultant will initially target to allow Ecology to determine whether there are any
potential conflicts with its sales activities or the activities of other sales
consultants.

	 
	 	•	 	Consultant must “register” each new potential customer within 10 days of initial
contact. Commissions will not be paid on sales to customers who were not registered by
Consultant prior to Ecology’s first contact with the customer. Ecology will be the sole
and final arbiter of any disputes concerning sales commissions.

	 
	 	•	 	Consultant must only use marketing, sales and technical material previously approved by
Ecology.

	 
	 	•	 	Consultant must notify Ecology of each meeting with a potential customer to give
Ecology the opportunity to attend such meetings. Consultant must send Ecology a summary
of each meeting with a potential customer.

	 
	 	•	 	Ecology will establish pricing, terms and agreements for all customers.

	 
	 	•	 	Advertising of Ecology’s products must have Ecology’s prior approval.

	 
	 	•	 	Consultant is granted a limited license to use Ecology’s registered marks in a form and
manner as approved by Ecology. Consultant is not granted any other rights in Ecology’s
intellectual property.

	 
	 	•	 	Consultant is responsible for all of its expenses incurred in the sales process.

	 
	 	•	 	If a refund of revenue is made to a customer acquired through Consultant, Consultant
shall immediately reimburse Ecology the amount of commissions paid to Consultant for the
refunded amount.







 


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