Exhibit
10.4


 


INDEPENDENT
CONTRACTOR AGREEMENT


 


THIS
INDEPENDENT CONTRACTOR (“Agreement”) is
made and entered into this 1st day of January 2013 (“Effective
Date”) by and between America Greener Technologies Corporation., an Arizona corporation (the
“Company”) and James Mack (“Independent Contractor”).


 


NOW
THEREFORE, for valuable
consideration receipt of which is hereby acknowledged, and
in consideration of the mutual promises and covenants contained herein, the
parties agree as follows:


 


		1.	Scope
                                         of Services. Subject to the terms and conditions of this Agreement, Independent Contractor
                                         shall provide the Contracted Services as requested by the Company subject to the terms
                                         and conditions of this Agreement, including section 11, hereunder.



 


		2.	Compensation.
                                         As full consideration for the performance of the Contracted Services performed by Independent
                                         Contractor, the Company shall pay Independent Contractor at the rate of $4,000.00 per
                                         month.



 


		3.	Travel.
                                         In the event Independent Contractor is required to travel for a particular matter or
                                         project for the Company, the
                                         Independent Contractor shall be reimbursed under an “Expenses” model. The
                                         Independent Contractor shall pay for travel expenses and then submit for reimbursement
                                         from the Company for actual travel costs proved by receipts.



 


		4.	Invoices
                                         and Timing of Payments. Independent Contractor shall provide the Company with
                                         a monthly invoice
                                         detailing the charges for services performed by Independent Contractor. The Company shall
                                         pay the fees specified in Independent Contractor’s invoices by cash or check within
                                         twenty (20) days of the date each invoice is issued for the term of this Agreement. Checks
                                         should be made out to Michael Boyko.



 


		5.	Liability
                                         for Taxes.
                                         Independent Contractor shall be liable for all taxes, excises, assessments and other
                                         charges levied
                                         by any government agency on the amounts paid to Independent Contractor and/or his or
                                         her employees hereunder.



 


		6.	Location
                                         and Hours. Independent Contractor shall conduct all work from its desired location
                                         (unless travel is required) and shall set own hours and schedule.



 


		7.	Direction
                                         and Instruction. Independent Contractor shall determine the best methodology to complete
                                         each required task and shall not by subject to direction and control by Company.



 


		8.	Training
                                         Not Required. Independent Contractor needs no training by Company.



 


		9.	Assignment
                                         within Independent Contractor.
                                         Independent Contractor is free
                                         to assign any particular matter
                                         to a partner, associate
                                         or employee of Independent Contractor as it deems best. Company may not require a particular
                                         partner, associate or employee of Independent Contractor to complete a certain task.





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		10.	Reports.
                                         Independent Contractor shall not be required to submit regular oral or written reports
                                         to the Company.



 


		11.	Tools,
                                         Materials and Equipment. Company shall not provide Independent Contractor with any
                                         tools, materials, or equipment.



 


		12.	Benefits.
                                         Independent Contractor shall not be eligible for, and shall not participate in, any employee
                                         pension, health, welfare, or other fringe benefit plan of the Company. No workers’
                                         compensation insurance shall be obtained by the Company covering Independent Contractor
                                         and/or its employees.



 


		13.	Worker’s
                                         Compensation. If independent Contractor has employees, Independent Contractor represents
                                         and warrants to the Company that it has workers’ compensation insurance in amounts
                                         necessary to comply with all applicable laws.



 


		14.	Relationship
                                         of the Parties/Independent Contractor. This Agreement is not intended to create,
                                         and shall not be construed to create a relationship of principal and agent, master and
                                         servant, employer and employee, joint venture, partnership, nor any other relationship
                                         other than that of independent contracting parties. Neither party shall have authority
                                         to make or imply any commitments that are binding upon the other party. Independent Contractor
                                         represents and warrants to the Company that it holds itself out as available to provide
                                         various services to other customers and businesses other than the Company and does, in
                                         fact, provide services for customers and businesses other than the Company. Independent
                                         Contractor and its employees shall be independent of the Company and shall at all times
                                         be free to exercise their independent business judgment. Neither Independent Contractor,
                                         nor its employees, are required to work exclusively for the Company. The Company shall
                                         judge Independent Contractor’s work based solely on whether Independent Contractor
                                         delivers the results desired by the Company. The Company shall not provide a performance
                                         evaluation to Independent Contractor, and Independent Contractor shall be free to achieve
                                         the Company’s desired results in whatever way Independent Contractor deems appropriate.
                                         The Company shall not dictate how Independent Contractor performs its work under this
                                         Agreement.



 


		15.	Term.
                                         Either party may terminate this Agreement, without cause, upon thirty (30) days written
                                         notice to the other party.



 


		16.	Authorization
                                         to Work. The Immigration Reform and Control Act of 1986 requires Independent Contractor
                                         to present appropriate documentation demonstrating Independent Contractor is authorized
                                         to work in the United States. The execution of this Agreement by the Company is contingent
                                         upon Independent Contractor presenting the required documentation.



 


		17.	Standard
                                         of Conduct. In rendering services under this Agreement, Independent Contractor shall
                                         conform to the highest professional standards of work and business ethics and shall endeavor
                                         to respect the needs and expectations of clients and help foster and maintain healthy,
                                         loyal and mutually beneficial arrangements.






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		11.	Confidentiality.



 


		11.1.	“Confidential
                                         Information”. Confidential Information covered by this Agreement includes,
                                         but is not limited to, all trade secrets, technical, business, and financial information
                                         relating to the Company’s and its clients’ business models, business plans,
                                         processes, workflow, ideas, models, devices, plans, specifications, products, materials,
                                         computer programs, price lists, customer lists and financial performance. Confidential
                                         Information also includes all technical, business and financial information received
                                         from any third party who is not party to this Agreement under an obligation of confidentiality,
                                         and all information which a party should reasonably expect to be considered Confidential
                                         Information. Confidential Information further includes any information developed by Employee
                                         on behalf of the Company in connection with services rendered under this Agreement. Confidential
                                         Information shall not include information that Independent Contractor can demonstrate
                                         (i) has been previously disclosed to Independent Contractor by outside third parties
                                         who were not bound to maintain its confidentiality, (ii) is in, or becomes available
                                         in, the public domain (other than as a result of a disclosure by Independent Contractor
                                         in contravention of this Agreement), or (iii) is independently developed by Independent
                                         Contractor without reference to the Confidential Information.



 


		11.2.	Independent
                                         Contractor agrees not to disclose to third parties any Confidential Information belonging
                                         to the Company or its clients without the prior written consent of the Company. In the
                                         event that Confidential Information is lost or misplaced, Independent Contractor shall
                                         immediately notify the Company of such loss or misplacement.



 


		11.3.	All
                                         Confidential Information, whether or not formally marked or identified as such, is and
                                         shall remain the exclusive property of the Company or its clients. Independent Contractor
                                         shall take all reasonable steps and precautions to prevent unauthorized disclosure to
                                         any third party.



 


		11.4.	Independent
                                         Contractor shall not use Confidential Information for any purpose other than to perform
                                         work for the Company or as the Company may otherwise direct. Independent Contractor may
                                         not sell, license, market or otherwise exploit any Confidential Information.



 


		11.5.	Upon
                                         termination of this Agreement, or at the request of the Company, Independent Contractor
                                         shall return to the Company all tangible materials received pursuant to this Agreement
                                         that contain Confidential Information. Independent Contractor shall not retain any copies
                                         of the above-described materials, and will make reasonable efforts to ensure that their
                                         officers, agents and employees do not retain any such copies.





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		12.	Property
                                         of America Greener Technologies Corporation. Independent Contractor agrees that all
                                         Confidential Information, as defined in Section 11.1, shall constitute the exclusive
                                         property of the Company. Promptly upon the expiration or termination of this Agreement,
                                         or upon the earlier request of the Company, Independent Contractor shall return to the
                                         Company all documents and tangible items, including samples, computer files, documents,
                                         and paper files provided to Independent Contractor or created by Independent Contractor
                                         in connection with services to be rendered hereunder, including without limitation all
                                         Confidential Information, together with all copies and abstracts thereof.



 


		13.	Product
                                         Development by Independent Contractor. During the term of this Agreement, any product,
                                         process,
                                         or invention of any kind whatsoever
                                         developed by Independent Contractor,
                                         whether acting alone or in conjunction
                                         with others, which relates to the Covered Services or the Company’s operations,
                                         shall be the sole and exclusive property of the Company. Independent Contractor agrees
                                         that any contributions by Independent Contractor to any material which might be subject
                                         to copyright, trademark
                                         or patent related to the business of the Company
                                         or incorporated into any product,
                                         process, or
                                         invention of any kind whatsoever developed by Independent Contractor shall be considered
                                         work made-for-hire for the Company or its designee. To the extent that any such contributions
                                         or products, processes or inventions do not qualify as works made for hire under U.S.
                                         copyright law, this Agreement will constitute an irrevocable assignment by Independent
                                         Contractor to Company of the ownership of, and all intellectual property rights in, such
                                         contributions or such products, processes or inventions. Independent Contractor agrees
                                         to give the Company all assistance reasonably required to perfect such rights. Independent
                                         Contractor shall inform the Company of any product developments made or conceived by
                                         Independent Contractor which relate to the Covered Services or the Company’s operations
                                         and shall execute such documents as may be reasonably requested by the Company to evidence
                                         transfer of such property to the Company.



 


		14.	Specific
                                         Performance. Independent Contractor acknowledges and agrees that irreparable injury
                                         to the Company may result if Independent Contractor breaches any covenant of Independent
                                         Contractor contained herein and that the remedy at law for the breach of any such covenant
                                         will be inadequate. Accordingly, if Independent Contractor engages in any act in violation
                                         of the provisions of this Agreement, the Company shall be entitled, in addition to such
                                         other remedies and damages as may be available to it by law or under this Agreement,
                                         to injunctive relief to enforce the provisions of the Agreement.



 


		15.	Compliance
                                         with Laws and Regulations. Independent Contractor shall at all times comply with
                                         all applicable laws, ordinances,
                                         statutes and rules, including those
                                         relating to wages, hours,
                                         fair employment practices, anti-discrimination
                                         and safety.



 


		16.	General
                                         Conditions.



 


		16.1	Binding
                                         Effect/Assignment. This Agreement shall be binding upon and shall inure to the benefit
                                         of the parties hereto, and their respective representatives, successors and permitted
                                         assigns. This Agreement shall not be assignable by either party, without the express
                                         written consent of the other.





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		16.2	Attorney’s
                                         Fees. In the event there is any dispute concerning the terms of this Agreement or
                                         the performance of any party hereto pursuant to the terms of this Agreement,
                                         and any party hereto retains counsel
                                         for the purpose of enforcing any of the provisions of this Agreement or asserting the
                                         terms of this Agreement in defense of any suit filed against said party,
                                         the prevailing party in such dispute
                                         shall be entitled to recover, in addition to any other remedy to which such party may
                                         be entitled to recover, all of its costs and attorney’s fees incurred in connection
                                         with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted
                                         to conclusion.



 


		16.3	Governing
                                         Law/Venue. This Agreement shall be construed in accordance with the laws of the State
                                         of Arizona. The venue for any lawsuit arising as a result of this Agreement shall be
                                         Phoenix, Arizona.



 


		16.4	Counterparts.
                                         This Agreement may be executed in two counterparts, each of which shall be deemed an
                                         original, and all of which shall constitute one agreement.



 


		16.5	Entire
                                         Agreement. Upon Independent Contractor’s signature, this will become a binding
                                         agreement with respect to the subject matter of this Agreement, superseding any oral
                                         or written proposals, statements, discussions or other agreements before or contemporaneous
                                         to this Agreement. Independent Contractor acknowledges that he or she has not been induced
                                         to enter into this Agreement by any oral or written representations or statements not
                                         expressly contained in the Agreement. This Agreement may be modified only by mutual agreement
                                         of the parties, provided that, before any modification shall be operative or valid, it
                                         must be reduced to writing and executed by both Independent Contractor and the Company.



 


		17.	Waiver.
                                         The failure of any party to insist, in any one or more instances, upon performance of
                                         any of the terms or conditions of this Agreement, shall not be construed as a waiver
                                         or a relinquishment of any right granted hereunder for the future performance of any
                                         such term, covenant or condition.



 


		18.	Severability.
                                         Any term or provision of this Agreement that is invalid or unenforceable in any situation
                                         in any jurisdiction shall not affect the validity or enforceability of the remaining
                                         terms and provisions of this Agreement or the validity or enforceability of the offending
                                         term or provision in any other situation or in any other jurisdiction. If the final judgment
                                         of a court of competent jurisdiction declares that any term or provision of this Agreement
                                         is invalid or unenforceable, the parties hereto agree that the court making the determination
                                         of invalidity or unenforceability shall have the power to reduce the scope, duration
                                         or area of the term or provision, to delete specific words or phrase or to replace any
                                         invalid or unenforceable term or provision with a term or provision that is valid or
                                         enforceable and that comes closest to expressing the intention of the invalid or unenforceable
                                         term or provision, and this Agreement shall be enforceable as so modified after the expiration
                                         of the time within which the judgment may be appealed.






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IN
WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be signed by their authorized signatories as of the Effective
Date.


 








	 	American
    Greener Technologies	James Mack
	 	 	 	 	 	 
	 	By:	   /s/ Michael C. Boyko	 	   /s/ James Mack 	 
	 	Its:	     CEO	 	Consultant	 
	 		   	 			 
	




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