CONSULTING AGREEMENT


 


THIS CONSULTING
AGREEMENT (this "Agreement") dated this day of December, 2013 BETWEEN 


 


HARMONIC ENERGY
INC. 3rd Floor, 207 Regent Street, London W1B 3HH. UK. (the "Client") OF THE FIRST PART 


 


- AND - 


 


JM TRADING CO LTD.
of 11 Deanway, Hove,E.Sussex, UK. BN3 6DG (the "Consultant") OF THE SECOND PART 


 


BACKGROUND: 


 


A.                 
The Client is of the opinion that the Consultant has the necessary qualifications, experience
and abilities to provide services to the Client.


 


B.                 
The Consultant is agreeable to providing such services to the Client on the terms and conditions
set out in this Agreement.


 


IN CONSIDERATION
OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency
of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:


 


Subject only to the
authority and direction of the Board of Directors of Harmonic Energy Inc.(the "Board"), the Consultant, through its principal,
Jamie Mann, shall serve the Client and shall perform on behalf of the Client, and/or subsidiaries of the Client, such reasonable
duties consistent with the position of CEO as may from time to time be required or authorized by the Board, which duties, without
restricting the generality of the foregoing, shall include:


 


(a)
the development, direction, co-ordination and monitoring of the fundamental policies. Strategic goals, prioritize and targets of
the Client and its subsidiaries in keeping with their corporate objectives including management and supervision over and director
of the operations of the Client and its subsidiaries and all officers and Employees of the Client and its subsidiaries. The Consultant
shall have responsibility for and authority to conduct the day-to-day operations of the Client and its subsidiaries;


 


(b)
general administration;


 


(c)
overseeing accounting and personal management for the Client and its subsidiary;


 


(d)
fundraising; and


 


(e)
generally using his best efforts to promote the interests and goodwill of the Clients business.


 


The Consultant shall
also have such powers as may be usually exercised by a CEO and such further powers as may from time to time be conferred upon or
a signed to him by the Board. These duties and responsibilities may be varied by the Board from time to time.


 


1.2 Services


 


1.                  
The Client hereby agrees to engage the Consultant to provide the Client with professional
services (the "Services") summarized above. The Services will also include any other tasks which the parties may agree
on from time to time. The Consultant hereby agrees to provide such Services to the Client.


 


Term of Agreement



 


2.                  
The term of this Agreement will begin on the date of this Agreement and will continue for
a two (2) year period.


 


3.                  
Except as otherwise provided in this Agreement, the obligations of the Consultant will terminate
at the end of this Agreement.


 


Performance



 


4.                  
The parties agree to do everything necessary to ensure that the terms of this Agreement take
effect.


 






    	 



    	 



    

 


Remuneration



 


5.                  
For the services rendered by the Consultant as required by this Agreement, the Client will
pay to the Consultant fees totaling USD $65000 per year. Payments will be made in equal installments of USD $5416.66 each calendar
month on receipt of invoice. Fees are exclusive of sales tax at prevailing rate if applicable. At the client’s expense, a
car shall be made available for use by the Consultant. Fuel, insurance and servicing will be included.


 


Reimbursement
of Expenses 


 


6.                  
The Consultant will be fully reimbursed for all expenses associated with the provision of
the Services hereunder. This shall include all travel of behalf of client, communications, IT services, IT hardware, subsistence,
entertainment. The Consultant will furnish receipts, invoices and documentation to the Client for all such expenses.


 


Payment Penalties



 


7.                  
No late payment penalty will be charged if the Client does not comply with the rates, amounts
or dates of pay provided in this Agreement.


 


Non-Solicitation



 


8.                  
Any attempt on the part of the Consultant to induce to leave the Client's engagement, or any
effort by the Consultant to interfere with the Client's relationship with its employees or other consultants would be harmful and
damaging to the Client.


 


9.                  
The Consultant agrees that during the term of this Agreement and for a period of 1 year after
the termination of the Agreement, the Consultant will not in any way directly or indirectly:


 


a.                  
induce or attempt to induce any employee or other consultant of the Client to quit employment
or retainer with the Client;


 


b.                  
otherwise interfere with or disrupt the Client's relationship with its employees or other
consultants;


 


c.                   
discuss employment opportunities or provide information about competitive employment to any
of the Client's employees or other consultants; or


 


d.                  
solicit, entice, or hire away any employee or other consultant of the Client. 


 


Ownership of
Materials 


 


10.               
All IP, materials developed, produced, or in the process of being so under this Agreement,
will be the property of the Client. The use of the mentioned materials by the Client will not be restricted in any manner. 


 


Return of Property



 


11.               
Upon the expiry or termination of this Agreement, the Consultant will return to the Client
any property, documentation, records, or confidential information which is the property of the Client.


 


Assignment 


 


12.               
The Consultant will not voluntarily or by operation of law assign or otherwise transfer its
obligations under this Agreement without the prior written consent of the Client.


 


Capacity/Independent
Contractor 


 


13.               
It is expressly agreed that the Consultant is acting as an independent contractor and not
as an employee in providing the Services under this Agreement. The Consultant and the Client acknowledge that this Agreement does
not create a partnership or joint venture between them, and is exclusively a contract for service. The Consultant is free to consultant
with any other individuals or companies during the term of this agreement that are not associated with the Client.


 


Modification
of Agreement 


 


14.               
Any amendment or modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative
of each party.


 



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Notice 


 


15.               
All notices, requests, demands or other communications required or permitted by the terms
of this Agreement will be given in writing and delivered to the parties of this Agreement as follows:


 


HARMONIC
ENERGY INC.


3rd
Floor, 207 Regent Street


London


W1B 3HH


U.K.


 


JM TRADING
COMPANY LTD 


t/a ProSource



11 Deanway


Hove


E.Sussex


BN3 6DG


 


or to such other address
as to which any Party may from time to time notify the other.


 


Costs and Legal
Expenses 


 


16.               
In the event that legal action is brought to enforce or interpret any term of this Agreement,
the prevailing party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees
associated with the action.


 


Time of the
Essence 


 


17.               
Time is of the essence in this Agreement. No extension or variation of this Agreement will
operate as a waiver of this provision.


 


Entire Agreement



 


18.               
It is agreed that there is no representation, warranty, collateral agreement or condition
affecting this Agreement except as expressly provided in this Agreement.


 


Implied Obligations



 


19.               
It is the intention of both parties that any implied obligations referenced or defined in
The Supply of Goods and Services Act 1982 or The Sale of Goods Act 1979 as amended, are expressly excluded for the purposes of
this Agreement.


 


Limitation of
Liability 


 


20.               
It is understood and agreed that the Consultant will have no liability to the Client or any
other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the Services.


 


Indemnification



 


21.               
The Client will indemnify and hold the Consultant harmless from any claims against the Consultant
by any other party, arising directly or indirectly out of the provision of the Services by the Consultant.


 


Enurement 


 


22.               
This Agreement will enure to the benefit of and be binding on the parties and their respective
heirs, executors, administrators, successors and permitted assigns.


 



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Currency 


 


23.               
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement
are in US Dollars 


 


Third Party
Rights 


 


24.               
Third parties cannot benefit from this Agreement under The Contracts (Rights of Third Parties)
Act 1999.


 


Titles/Headings



 


25.               
Headings are inserted for the convenience of the parties only and are not to be considered
when interpreting this Agreement.


 


Gender 


 


26.               
Words in the singular mean and include the plural and vice versa. Words in the masculine mean
and include the feminine and vice versa.


 


Governing Law



 


27.               
This Agreement will be construed in accordance with and governed by the laws of England and
the parties submit to the exclusive jurisdiction of the English Courts.


              
 


Dispute Resolution


 


29.               
In the event a dispute arises out of or in connection with this Agreement the parties will
attempt to resolve the dispute through friendly consultation.


 


30.               
If the dispute is not resolved within a reasonable period then any or all outstanding issues
may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving
the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with
the laws of the United Kingdom of Great Britain and Northern Ireland. The arbitrator's award will be final, and judgment may be
entered upon it by any court having jurisdiction within the United Kingdom of Great Britain and Northern Ireland.


 


Severability



 


31.               
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable
in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable
parts severed from the remainder of this Agreement.


 


Waiver 


 


32.               
The waiver by either party of a breach, default, delay or omission of any of the provisions
of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.


 


IN WITNESS WHEREOF
the parties have duly executed this Service Agreement this 20 day of Dec, 2013.


 


JM Trading Company
Ltd


 


/s/ Jamie Mann


Jamie Mann


 


Harmonic Energy Inc


 


/s/ Jamie Mann


Jamie Mann


 








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