OVERSEAS MARKET DEVELOPMENT CONSULTANCY AGREEMENT Executed on 9th January 2008 in Ramat Gan BETWEEN: PIMI MARION HOLDINGS LTD, PC 513497123 POB 117 Hotzot Alonim, Kibbutz Alonim (hereinafter referred to as “the Customer”) AND: THE CENTER FOR POTATO...
Exhibit 10.15
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Executed
on 9th January 2008 in Ramat Gan
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BETWEEN:
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PIMI
XXXXXX HOLDINGS LTD, PC 513497123
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POB
117 Hotzot Alonim, Kibbutz Alonim
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(hereinafter
referred to as “the
Customer”)
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AND:
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THE
CENTER FOR POTATO RESEARCH IN A WARM CLIMATE LTD, PC
512553496
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POB
515 Ofakim 80300
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(hereinafter
referred to as “the
Consultant”)
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WHEREAS
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the
Customer engages in the manufacture and marketing of stabilised hydrogen
peroxide and wishes to obtain professional advice on the development of
markets for the application of the substance in the storage of potatoes,
or any other use of potatoes
abroad;
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AND
WHEREAS
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the
Consultant is a professional entity with expertise on the subject of
potatoes and wishes to provide professional advice, and to fill special
requests for training on the above
subject;
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THE
PARTIES HAVE AGREED ON THE COLLABORATION BETWEEN
THEM.
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Below
are the details of the agreement:
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1.
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The
Consultant shall advice the Customer on matters relating to the use of
stabilised hydrogen peroxide in the storage of potatoes, and other uses
(such as: application to seed potatoes) in various countries (see
[illegible] work plan). During the consultancy, the parties shall attend
documented work meetings once a month. Once a quarter, the Consultant
shall present the findings, achievements and plans to the Customer’s board
of directors, and shall give professional training to the agents and
professionals in Israel and
elsewhere.
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2.
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The
consultancy period is for three years, as of 1st January 2008, and may be
extended.
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3.
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It
is agreed that the parties may terminate the contract at any time on three
months’ notice.
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4.
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Consideration
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4.1 Consultancy
fee: the Customer shall pay the Consultant professional fees in an amount
equal to NIS 10,000 a month plus due VAT, against a tax invoice. The payments
shall be made once a month (current + 14 days). This amount shall be paid until
a capital induction that shall take place in April 2008. After the capital
induction, the monthly consultancy fee shall be NIS 12,000 a month on the
aforesaid terms.
The consultancy fee
includes traveling and communication expenses in Israel
alone.
4.2 Payment
for activity overseas: NIS 2,500 per day’s work; after the induction,
NIS 3,000 per day’s work.
4.3 Coverage
of overseas expenses: the Customer shall cover all the Consultant’s
reasonable expenses.
4.4 Flights:
to Europe tourist class, and outside Europe business class.
4.5 Hotels:
reasonable subsistence expenses, by arrangement with the Customer.
4.5 Traveling
and communication: reasonable expenses (hired car, medium).
Payment
for the Consultant’s expenses shall be added to the tax invoice submitted once a
month.
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5.
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The
dates of planned trips shall be determined once a quarter, at the time of
the meeting with the board of
directors.
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Unplanned
trips shall be arranged between the parties, so as not to prejudice the
parties’ routine activity and so as to allow synchronisation with other
trips to an identical destination.
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6.
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Absence
of employer-employee
relationship
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It
is expressed that this agreement is an agreement between the Customer and
an independent contractor of services and does not constitute an
employment contract, that the Consultant has an independent business for
the provision of the services and that there is no employer-employee
relationship, license relationship, agency relationship or partnership
relations between him and the Customer and/or anyone on its
behalf.
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It
is agreed between the parties that if it is determined by any competent
judicial entity that the relationship between the Customer and the
Consultant and/or anyone on his behalf in respect of the services is an
employer-employee relationship, the Consultant shall not be entitled to
the consideration specified in clause 4 above, but to consideration at a
rate of only 65% thereof, and he shall immediately repay the Customer any
amount he has received in excess of the revised consideration as
aforesaid, plus linkage to the consumer price index and plus interest in
accordance with the Adjudication of Interest and Linkage Law, 5721-1961
(the interest and linkage shall be computed as of the date on which the
Consultant receives any amount until the date on which he actually repays
it to the Customer).
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7.
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The
parties undertake to maintain confidentiality in respect of the details of
this agreement. The Customer may present the Consultant as part of its
team.
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The
Consultant undertakes confidentiality and non-competition with regard to
the treatment with stabilised hydrogen peroxide of vegetables and fruits
for a period of seven years after the contract’s termination. For the
avoidance of doubt, it is expressed that this does not prevent the
Consultant from engaging in any other business, so long as it does not
derogate from the aforesaid.
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8.
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The
Consultant is not promising and is not liable for the success of the
project or his advice. This liability is imposed on the Customer and/or
those acting on its behalf. For the avoidance of doubt, the Consultant
undertakes to make maximum effort in the professional training and
direction of the Customer for the success of the product’s application and
sale process.
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9.
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In
destination countries in which the Consultant is an actual partner in
bringing about the use of the Customer’s products – the Consultant shall
be entitled to royalties of 1% of sales for the first four years of
activity.
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10.
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The
Consultant shall serve as professional advisor to the Customer’s board of
directors. Nonetheless, the Consultant shall not be liable for the
advice’s implementation by the Customer. The Company’s board of directors
shall not have any claim against the Consultant with regard to the
consequences of the professional
advice.
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11.
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At
the request of the Customer’s CEO, the Consultant shall actively
participate in the presentation of the Customer’s applications or products
to customers or investors overseas, with customary professional
integrity.
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12.
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Notice
sent by registered mail to any party in accordance with his above address
shall be deemed received by him.
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As
witness the hands of the parties:
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| Pimi Xxxxxx Holdings Ltd | The Center for Potato Research in a Warm Climate Ltd | |||
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/s/
Xxxxx Xxxxxxx
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/s/
Avi Nachmias
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Name
Xxxxx Xxxxxxx
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Name The
Center for Potato Research in a Warm Climate
Ltd
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