Consulting Agreement
THIS
CONSULTING AGREEMENT (this
"Agreement"),
dated as
of
July 11, 2008, by and between
X.X.X. Taste on Demand Inc. a
Nevada
corporation (the "Company")
and
E.O. Artsiely LTD, Israeli VAT number 513348953 by Mr. Eyal Artsiely the
("Consultant").
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1.
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The
Services
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The
Consultant shall provide the Company with the services described in Annex
A
attached
hereto (the "Services").
The
Consultant shall perform the Services in a diligent, timely, faithful,
responsible, competent and trustworthy manner and shall exercise due
professional care. The Consultant shall devote to the Company such amount of
time necessary for satisfactory performance of the Services.
The
Services will be provided in accordance with the schedule set forth in
Annex
B.
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2.
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Presentations
and Warranties
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2.1. The
Consultant declares that -
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2.1.1.
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It
has the knowledge, skills, training, qualifications and experience
required to supply the Services in accordance to this
Agreement.
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2.1.2.
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It
is under no obligation, contractual or other, which creates a conflict
of
interests with other obligations under this
Agreement.
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2.2. The
Consultant undertakes not to enter any contractual relation during the term
of
this Agreement which might create a conflict of interests with the Consultant's
obligations hereunder or with the interests of the Company.
2.3. The
Consultant acknowledges that it is aware that the Company is a reporting company
under the 1934 Exchange Act and that it may be required to disclose the terms
of
this Agreement and to file this Agreement with the United States Securities
and
Exchange Commission.
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3.
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Compensation
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3.1. In
consideration for the performance of the Services by the Consultant, the Company
shall pay the Consultant a total sum of up to $9,600 (excluding VAT) (the
"Consultancy
Fee");
$2,500 of which will be payable within 10 business days of the agreement signing
date hereof and the balance of the Consultancy Fee will be payable within 10
business days of the date on which each relevant stage of the Services will
be
completed as set forth in Annex B; provided, that if a relevant stage of the
Services is not completed, no Consultancy Fee in respect of such stage will
be
payable by the Company to the Consultant.
3.2. In
addition to the Consultancy Fee, the Consultant shall be granted 14,286 shares
of Common Stock, par value 0.0001 per share of the Company ("Stock
Compensation"),
which
represent additional compensation of $2,000 based a price per share of Common
Stock of $0.14. The Consultant acknowledges that the Stock Compensation is
comprised of restricted securities that are subject to certain limitations
on
transferability based on applicable securities laws.
3.3. The
Company may withhold any amount required to be withheld by it under applicable
Israeli tax law from any payment of the Consultancy Fee. The Consultancy Fee
shall be paid in United States dollars.
3.4. The
Consultant shall not be entitled to receive any reimbursement of expenses
whatsoever, other than as decided in writing by the Company.
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4.
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Term
and Termination
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This
Agreement shall be in effect until completion of the Services by the Consultant
or earlier termination by the Company, with or without cause, by providing
30
days' advance written notice to this effect to the Consultant.
In
such
case, all payments required to cover the work that was done up to the
termination notice, will be paid instantly.
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5.
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Confidentiality,
Development Rights and Non-Competition
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Confidentiality:
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5.1. The
Consultant shall maintain any and all Confidential Information (as defined
below) in strict confidence at all times and shall not, directly or indirectly,
publish, reveal, or otherwise disclose or make available such Confidential
Information to any person or entity and not to use the Confidential Information
for any purpose other than for the performance of his Services hereunder without
obtaining the Company's advanced written consent. For purposes of this
Agreement, "Confidential
Information"
shall
mean any and all non-public information in whatever form or media relating
to
the Company, including without limitation any commercial and financial
information, technical information, know-how and trade secrets, information
regarding customers, suppliers, business partners, etc.
5.2. Upon
the
Company’s request or upon termination of this Agreement, according to the
earlier, the Consultant shall return to the Company any and all documents and
other tangible materials containing Confidential Information and shall erase
or
destroy any computer or data files containing such Confidential Information,
such that no copies or samples of Confidential Information shall remain with
him. Upon request by the Company, the Consultant shall certify in writing that
it has fully complied with the provisions of this Section 0.
2
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Development
Rights:
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5.3. The
Consultant acknowledges that all inventions, developments, mask works, trade
secrets, modifications, ideas, techniques, know-how, designs, proprietary
information, whether or not patentable or otherwise protectable, and all
intellectual property associated therewith, which are invented, made, developed,
discovered or conceived, in whole or in part, by it, independently, or jointly
with others, (i) within the framework of providing the Services hereunder;
or
(ii) with the use of any Company’s equipment, supplies, facilities, or
proprietary information; shall be the sole and exclusive property of the Company
(all of the above: the "IP
Rights").
The
Consultant shall have no rights, claims or interest whatsoever in or with
respect to the IP Rights. The Consultant hereby irrevocably and unconditionally
assigns to the Company any and all rights and interests in or to the IP
Rights.
Notwithstanding
the foregoing, if IP Rights are registered, the Company will name the Consultant
as inventor or additional inventor for credit purposes (with no rights
whatsoever in the IP Rights).
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Non-Competition
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5.4. The
Consultant shall not be involved (including, without limitation, as an owner,
independent contractor, shareholder, director, partner, manager, agent, employee
or advisor), directly or indirectly, in any way, in any activity which is
competitive with the business of the Company covered by the patent application
of the Company. It is hereby expressly acknowledged that the business and
operating market of the Company is world wide, and consequently, the obligations
prescribed in this Section 0
shall
apply on a world-wide basis.
The
provisions of this Sections 0
shall
survive the expiration or any termination of this Agreement.
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6.
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Relationship
of the Parties.
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The
Company and the Consultant agree that the Consultant is an "independent
contractor" and neither this Agreement nor the performance hereof shall be
construed as creating between the Company and the Consultant, any partnership,
joint venture, employment relationship or any other similar relationship, and
neither party hereto shall be liable for the debts or obligation of the other.
Except
as
specifically provided in this Agreement, the Consultant shall not act and shall
not represent himself as a representative of the Company and shall not make
any
commitment to enter into any agreement or take obligation on behalf of the
Company, unless expressly so authorized in writing by the
Company.
3
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7.
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Miscellaneous
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7.1. This
Agreement may be modified, canceled, renewed or extended, and the terms and
covenants hereof may be waived, only by a written instrument executed by both
parties. The failure of any party, at any time or times, to require performance
of any provision of this Agreement shall in no manner affect the right of such
party, at a later time, to enforce the same. No waiver by any party of the
breach of any term or covenant, whether by conduct or otherwise, in any one
or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any breach, or a waiver of the breach of any other term or
covenant.
7.2. The
parties agree and confirm that all matters relating to the validity,
interpretation, implementation and enforcement of this Agreement, and the
rights, duties and obligations thereof pursuant hereto, shall be governed solely
by the laws of the State of Nevada. Exclusive jurisdiction with respect to
any
matter arising from or related to this Agreement shall rest with the competent
courts in the State of Nevada only.
7.3. Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Consultant, its beneficiaries or legal representative.
The
Company may assign its rights and obligations hereunder without obtaining the
Consultant's consent.
7.4. This
Agreement constitutes the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior understanding
between the parties both oral and written regarding such subject
matter.
7.5. The
Consultant agrees to perform all further acts and execute, acknowledge and
deliver any documents that may be necessary to carry out the provisions of
this
Agreement (including the assignment of the IP Rights to the
Company).
7.6. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.
[remainder
of page intentionally left blank]
In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed on this
day.
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___________________________
X.X.X.
Taste on Demand Inc.
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___________________________
The
Consultant
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4
Annex
A - Services
Production
of a functional prototype product capable of threading the neck of mineral
water
bottles on the one hand, enabling their closure by corresponding screw-on bottle
caps on the other hand.
The
product will contain a number of cells for the storage of semi-hard “candies”
containing flavor essences to be added to the mineral water. The desired choice
of flavor can be obtained through the product “selector”. It will be sold as an
independent product suitable for use in bottled mineral water.
5
Annex
B - Schedule
| Development Procedure and Costs: | |||||||||
| Phase | Steps taken | Responsible | Cost ($)** | Timetable | |||||
| 1 | Completing description &
conceptual planning
|
E.A.
Artsiely
|
5,000 | 5 weeks after approval of proposal | |||||
| 2 | Detailed planning (chosen concept)for production of Artsiely selecting prototype(CDR) |
E.A.
Artsiely
|
3,500 | 3 weeks from
preferred
concept
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|||||
| 3 | Producing prototype |
Manfctrs
+
E.A.
Artsiely
|
10% of suppliers’ invoices | Per mfctrs . timetable
est.cost
of
parts:
cca $1,000
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|||||
| 4 | Planning improvements in keeping with lessons learned from prototype | E.A..Artsiely | 1 week from
noting
required
improvemts
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||||||
| 5 | Producing pototype II | Manufacturers+ E.A.Artsiely | 10% of suppliers’ invoices | Per mfctrs time timetable, est. cost of parts: cca. $1,000 | |||||
| 6 | Labor per hour*** | 75 | In case of
substantial
change
in
product
des-
cription,
or a
demand
for
labor
exceeding
planned
labor
framework.
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||||||
6
*
Comments
**
Prices
do not include VAT
***
Only
upon specific written request made by the Company
Purchasing:
Purchase
of parts and work from an outside source will be carried out by the Company
at
its expense.
Process:
The
process can be stopped at the conclusion of each phase.
A
discussion will be held on completion of each step and results presented as
stated in the chart. The Company may decide whether it wishes to continue or
to
terminate this engagment. This decision will be submitted to E.A.Artsiely LTD
in
writing.
The
result of the development process until the engagement is terminated will belong
to the Company after payment by its of all Consultancy Fee required until this
point.
Should
the process be terminated, further assistance and advice will be obtainable,
to
be charged per actual hours of labor performed at a cost of $75 per working
hour
- as per performance report of E.A. Artsiely.
Planning
to be performed on Solidworks software.
7
