Consulting Agreement between the Company and Steven Scott



 Exhibit 10.18 
 CONSULTING AGREEMENT 
 AGREEMENT (the “Agreement”) is made and entered to be
effective February 1, 2008 by and between Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Steven Scott (the “Consultant”). This Agreement supersedes and terminates any other agreement the Company has
or had with Consultant. 
 RECITALS: 
 WHEREAS, the Company desires to obtain Consultant’s consulting services as set forth in this Agreement; and 
 WHEREAS, Consultant desires to provide such services to the Company directly for a fee that will compensate Consultant for time spent for services rendered and costs advanced by Consultant as
contemplated in this Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and conditions
hereinafter set forth, the parties agree as follows: 
 1. Retention of Consultant. The Company hereby engages and
retains Consultant and Consultant hereby agrees to use Consultant’s best efforts to render to the Company the consulting services for a period of commencing on the date of this Agreement and terminating on January 31, 2009, provided that
either party may terminate this Agreement before such date upon thirty (30) days written notice to the other. 
 2.
Consultant’s Services. Consultant’s services under this Agreement shall consist of the following: 
 2.1
Identification and assistance in introducing and evaluating third parties who may provide financing, both public and private, to the Company and to assist in managing any syndication of financing sources for the Company; 
 2.2 Identify and introduce firms to the Company to provide investor relations, transfer agent, and printing services; 
 2.3 Introduce the Company to an AMEX specialist firm for purposes of obtaining an AMEX listing; and 
 2.4 Assist in identifying future financing as required and in reviewing and evaluating the advisability, price or structure of a proposed financing, or
an acquisition or disposition of any of the Company’s assets, upon the request of the Company. 
 3. Payment for
Services. The Company shall pay Consultant for the services rendered hereunder as follows: 
 3.1 Seven Thousand Five Hundred
Dollars ($7,500.00) on the date of execution of this Agreement and on the first day of each month during the term of this Agreement; and 
 3.2 The Company will reimburse Consultant for all direct expenses incurred by Consultant in performing such services. Consultant shall obtain the approval of the Company prior to incurring any expenses. Consultant will tender requests for
reimbursement to the Company and the Company will make the reimbursement to Consultant within ten (10) days after its receipt of written notification. 
 4. Consultant’s Time Commitment. Consultant shall devote such time as reasonably requested by the Company for consultation, advice and assistance on matters described in this Agreement and
provide the same in such form as the Company requests. The Company agrees that Consultant shall not be prevented or barred from rendering services similar or dissimilar in nature for and on behalf of any person, firm or corporation other than the
Company. 







 5. Independent Contractor. The relationship created under this Agreement is that of
Consultant acting as an independent contractor. The parties acknowledge and agree that Consultant shall have no authority to, and shall not, bind the Company to any agreement or obligation with any third party. Consultant is not providing any
services as a broker/dealer. 
 6. Nondisclosure of Confidential Information. Consultant shall maintain as secret and
confidential all valuable information heretofore or hereafter acquired, developed or used by the Company relating to its business, operations, employees and customers that may give the Company a competitive advantage in its industry (all such
information is hereinafter referred to as “Confidential Information”). The parties recognize that, by reason of Consultant’s duties under this Agreement, Consultant may acquire Confidential Information. Consultant recognizes that all
such Confidential Information is the property of the Company. During the term of Consultant’s engagement by the Company, Consultant shall exercise all due and diligent precautions to protect the integrity of any or all of the Company’s
documents containing Confidential Information. In consideration of the Company entering into this Agreement, Consultant shall not, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information obtained during
Consultant’s engagement by the Company without the prior written consent of the Company. The parties agree that this Paragraph 6 shall survive the termination of this Agreement. 
 7. Communications with Consultant. Consultant will not independently conduct a due diligence review of the Company and will, to a great
extent, be relying upon information provided by the Company in rendering services under this Agreement. 
 8. Exculpation of Liability
and Indemnification. All decisions with respect to consultations or services rendered by Consultant for transactions negotiated for and presented to the Company by Consultant shall be those of the Company, and Consultant shall have no
liability with respect to such decisions. In connection with the services Consultant renders under this Agreement, the Company indemnifies and holds Consultant harmless against any and all losses, claims, damages and liabilities and the expense,
joint and several, to which Consultant may become subject and will reimburse Consultant for any legal and other expenses, including attorney’s fees and disbursements incurred by Consultant in connection with investigating, preparing or
defending any actions commenced or threatened or claim whatsoever, whether or not resulting in the liability, insofar as such are based upon the information the Company has supplied to Consultant under this Agreement. In connection with the services
Consultant renders under this Agreement, Consultant indemnifies and holds the Company harmless against any and all losses, claims, damages and liabilities and the expense, joint and several, to which Company may become subject and will reimburse
Company for any legal and other expenses, including attorney’s fees and disbursements incurred by the Company in connection with investigating, preparing or defending any actions commenced or threatened or claim whatsoever, whether or not
resulting in the liability, insofar as such losses, claims, damages and liabilities are based upon or in connection with the services Consultant has rendered under this Agreement. 
 9. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the
subject matter contained herein. There are no representations or warranties other than as shall be set forth in this Agreement. 
 10.
Waiver. No waiver or modification of this Agreement shall be valid unless in writing and signed by the parties to this Agreement. 
 11. Notices. All notices, consents, requests, demands and offers required or permitted to be given under this Agreement will be in writing and will be considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage prepaid, return receipt requested, addressed to the addresses appearing in this Agreement. A party may change his address by giving notice to the other party to this
Agreement. 







 12. Counterparts. This Agreement may be signed in any number of counterparts, each of which
shall be an original, but all of which, taken together, shall constitute one agreement. It shall not be required that any single counterpart hereof be signed by the parties, so long as each party signs any counterpart of this Agreement. 

13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

 14. Attorneys’ Fees. In case of any action or proceeding to compel compliance with, or for a breach of, any of
the terms and conditions of this Agreement, the prevailing party shall be entitled to recover from the losing party all costs of such action or proceeding, including, but not limited to, reasonable attorneys’ fees. 
 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the day and year first above written. 
  

			
	SPHERIC TECHNOLOGIES, INC.,
	an Arizona corporation
		
	By:	 	 /s/ Joseph Hines

		 	Joseph Hines
	Its	 	President
	Address:	 	4708 E. Van Buren
		 	Phoenix, Arizona 85008
		
	By:	 	 /s/ Steven Scott

		 	Steven Scott
	Address:	 	11364 E Appaloosa Pl
		 	Scottsdale, AZ 85259