exh107.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.7

    


    SERVICES
AGREEMENT

    


    THIS AGREEMENT is made effective the
1st
day of January, 2009

     (the
“Agreement”), between Global
Green Solutions Inc., a Nevada Corporation (“GGRN”) at 789 West Pender
Street, Suite 1010, Vancouver, BC, Canada V6C 1H2 and; Arnold Hughes, (“Hughes”) of 3523 West King Edward
Avenue, Vancouver, British Columbia, Canada, V6S 1M4, together, the
Parties.

    


    RECITALS

    


    
      	
              A.  
        

            	
              GGRN
      is a public company engaged in the business of developing and implementing
      technology internationally for renewable energy
  projects;

            


    

    


    
      	
              B.     
      

            	
              GGRN
      requires the services of a Chief Financial
  Officer;

            


    

    


    
      	
              C.  
        

            	
              Hughes
      has been providing Chief Financial Officer services to GGRN on a
      continuous basis since March 15, 2006 and GGRN wishes to have Hughes
      continue to provide those services;

            


    

    


    
      	
              D.   
       

            	
              The
      Parties agree that Hughes has the skills and expertise to serve as Chief
      Financial Officer for GGRN, as successfully demonstrated since March 15,
      2006; and

            


    

    


    
      	
              E.   
       

            	
              Hughes
      has agreed to continue to serve as Chief Financial Officer for GGRN as
      hereinafter provided.

            


    

    


    AGREEMENT

    


    NOW, THEREFORE, the Parties
agree as follows:

    


    1.           Services.  Hughes
agrees to continue to provide the services of Chief Financial Officer of GGRN
and report to the Chief Executive Officer of GGRN.  Hughes will
perform such duties as are assigned to him by GGRN, including those regularly
and customarily performed by a Chief Financial Officer including responsibility
for all accounting, financial and related administrative activities regarding
GGRN, its subsidiaries, and its joint venture companies (collectively, the
“Duties”).  Hughes will comply with all rules, policies and procedures
of GGRN as modified from time to time.  Hughes will perform all of his
responsibilities in compliance with all applicable laws and will endeavor to
ensure that the operations are in compliance with all applicable
laws.

    



    
      
        
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    2.           Term of
Engagement.  The term of engagement of Hughes will be for the
three year period commencing the 1st day of
January, 2009 and ending the 31st day of
December, 2011 ("the Term"), unless sooner terminated in accordance with the
terms and conditions of this Agreement.  If the term continues after
the end of the Term, such term will continue on the terms and conditions set
forth in this Agreement, but will be terminable by either party at any time with
or without cause or advance notice, unless otherwise mutually
agreed.

    


    3.           Compensation .  For
the duration of Hughes’s tenure hereunder, Hughes will be entitled to base
compensation at a monthly rate of US $8,000.00, in arrears.

    


    4.           Other Benefits.

    


     
4.1           Certain
Benefits.  Hughes will be eligible to participate in all
corporate benefit programs established by GGRN that are applicable to management
personnel such as medical, pension, disability and life insurance plans on a
basis commensurate with Hughes’ position and in accordance with GGRN’s policies
from time to time, but nothing herein shall require the adoption or maintenance
of any such plan.

    


     
4.2           Vacations, Holidays and
Expenses.  For the duration of Hughes’ tenure hereunder, Hughes
will be provided with such holidays, sick leave and vacation as GGRN makes
available to its management level employees generally.  GGRN will
reimburse Hughes in accordance with company policies and procedures for
reasonable expenses necessarily incurred in the performance of duties hereunder
against appropriate receipts and vouchers indicating the specific business
purpose for each such expenditure.

    


    
      	
               
      

            	
              5.

            	
              Termination
      or Discharge by GGRN.

            


    

     

                            
5.1           For Cause.  GGRN
will have the right to immediately terminate Hughes’ services and this Agreement
for cause.  For the purposes of this Agreement, “Cause”
includes:

     

    
      	
              (a)   
       

            	
              fundamental
      breach of this Agreement by Hughes;

            


    

     

    
      	
              (b)   
       

            	
              failure
      to perform assigned job responsibilities that continues unremedied for a
      period of sixty (60) days after written notice to Hughes by GGRN as to the
      standard required;

            


    

     

    
      	
              (c)  
        

            	
              any
      intentional or grossly negligent disclosure of any Confidential
      Information by Hughes;

            


    

     

    
      	
              (d)  
        

            	
              violation
      of any local, provincial or federal statute by Hughes, including, without
      limitation, an act of dishonesty such as embezzlement or theft, whether
      committed during the course of or in relation to Hughes’ services to GGRN
      or otherwise;

            


    


    
      
        
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              (e)  
        

            	
              conduct
      by Hughes that, in the opinion of GGRN, is materially detrimental to the
      business or financial position of GGRN, including conduct that has the
      potential to injure the reputation of GGRN if Hughes is retained by GGRN;
      and

            


    

     

    
      	
              (f)  
        

            	
              any
      and all omissions, commissions or other conduct which would constitute
      just cause under the laws of the province of British
    Columbia.

            


    

    


    5.2           Without Cause.  GGRN
may terminate Hughes’ tenure under this Agreement without cause; provided
however, that GGRN will pay as severance to Hughes in lieu of notice, an amount
equal to six months of Hughes’ Base Rate at the rate in effect on the
termination date, plus any unpaid expense claims.  Upon termination,
Hughes will have rights to any unvested benefits for a further six month
period.

    


    6.          Termination by
Hughes.  Hughes may terminate his tenure and services under
this Agreement for any reason provided that Hughes gives GGRN at least thirty
(30) days notice in writing.  GGRN may, at its option, relieve Hughes
of all duties and authority after notice of termination has been
provided.

    


    7.          Confidential
Information.  Hughes shall not, either during the term of this
Agreement or at any time thereafter, without specific consent in writing,
disclose or reveal in any manner whatsoever to any other person, firm or
corporation, nor will he use, directly or indirectly, for any purpose other than
the purposes of GGRN, the private affairs of GGRN or any confidential
information which he may acquire during the term of this Agreement with relation
to the business and affairs of the directors and shareholders of GGRN, unless
Hughes is ordered to do so by a court of competent jurisdiction or unless
required by any statutory authority.

    


    8.         
 Dispute
Resolution.  The terms of this agreement shall be adjudicated
upon in accordance with the laws of the Province of British Columbia and each of
the parties hereto agree to atturn to the jurisdiction of the British Columbia
courts.

    


    9.          
 Fees.  Unless
otherwise agreed, the prevailing party will be entitled to its costs and
attorneys' fees incurred in any litigation relating to the interpretation or
enforcement of this Agreement.

    


    10.          Representation of Hughes
  Hughes represents and warrants to GGRN that he is free to
enter into this Agreement and has no commitment, arrangement or understanding to
or with any party that restrains or is in conflict with his performances of the
covenants, services and duties provided for in this Agreement.  Hughes
agrees to indemnify GGRN and to hold it harmless against any and all liabilities
or claims arising out of any unauthorized act or acts by Hughes that, the
foregoing representation and warranty to the contrary notwithstanding, are in
violation, or constitute a breach, of any such commitment, arrangement or
understanding.


    
      
        
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    11.          Assignability.  This
Agreement and all other rights, benefits and privileges contained herein may not
be assigned by Hughes. GGRN may assign
its rights and obligations under this Agreement to a successor by sale, merger
or liquidation, if such successor carries on the Business substantially in the
form in which it is being conducted at the time of the sale, merger or
liquidation.  This Agreement is binding upon GGRN, its successors and
assigns.

    


    12.          Notices.  Any notice
required or permitted to be given hereunder is sufficient if in writing and
delivered by hand, by facsimile or by registered mail, to Hughes at 3523 West
King Edward Avenue, Vancouver, BC, Canada, V6S 1M4 or to the Chairman of the
Board of Directors of GGRN at 789 West Pender Street, Suite 1010, Vancouver, BC,
Canada, V6C 1H2.

    


    13.          Severability.  If
any provision contained herein is determined to be void or unenforceable in
whole or in part, it is to that extent deemed omitted.  The remaining
provisions shall not be affected in any way.

    


    14.          Waivers.  No consent
or waiver, express or implied, by either party to or of any breach or default by
the other party in the performance by the other of its obligations herein shall
be deemed or construed to be a consent or waiver to or of any breach or default
of the same or any other obligation of such party.  Failure on the
part of any party to complain of any act or failure to act, or to declare either
party in default irrespective of how long such failure continues, shall not
constitute a waiver by such party of its rights herein or of the right to then
or subsequently declare a default.

    


    15.          Governing Law.  This
Agreement is subject to and governed by the laws of the Province of British
Columbia, Canada.

    


    16.          Entire
Agreement.  This instrument contains the entire agreement of
the parties with respect to the relationship between Hughes and GGRN and
supersedes all prior agreements and understandings, and there are no other
representations or agreements other than as stated in this Agreement related to
the terms and conditions of Hughes’ service.  This Agreement may be
changed only by an agreement in writing between GGRN and Hughes.

    


    17.          Execution in Several
Counterparts.  This Agreement may be executed by facsimile and
in several counterparts, each of which shall be deemed to be an original and all
of which shall together constitute one and the same instrument.

     

     

     

     

     

     

    
 


    
      
        
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    IN WITNESS WHEREOF, the
parties have duly signed and executed this Agreement as of the dates shown
below, to be effective January 1st,
2009.

    


    


    GLOBAL
GREEN SOLUTIONS INC.

    


    


    By ELDEN
SCHORN                     Jan.
22, 2009

         Name:
Elden
Schorn                        Date

         Title:
Chairman and Director

    


    


    


    


    By ARNOLD
HUGHES                 Jan.
22, 2009

         Name:
Arnold
Hughes                     Date

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    



    
      
        
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