DIRECTOR APPOINTMENT AGREEMENT
This
Director Appointment Agreement, (the “Agreement”)
dated
as of September 1, 2007 by and between X.X.X. Taste on Demand Inc. a company
incorporated under the laws of the state of Nevada (the “Company”),
and
Xxxxx Xxxxxxx residing at 0
Xxxx
Xxxxxx, Ra’anana, Israel (The
“Director”).
WHEREAS,
the Company wishes to appoint Director, and Director agrees to be appointed
by
the Company, as a member of the Board of Directors of the Company.
NOW,
THEREFORE, in consideration of the mutual undertakings and premises herein
contained, the parties hereto hereby agree as follows:
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1.
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The
Appointment
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The
Company hereby appoints Director, and Director hereby agrees to be appointed
by
the Company, as a member of the Company’s Board of Directors (the “Board”).
In
serving as a member of the Board, Director acknowledges and agrees that during
the term hereof acting as a member of the Board, Director shall be bound
by all
applicable laws and regulations and the Company’s Articles of Incorporation,
By-laws or other governing instruments or contractual commitments of the
Company
which govern or control in any way Director’s rights, powers, duties or
responsibilities as a member of the Board.
Director
will exercise care and diligence in exercising Director’s position as a member
of the Board and as a director of the Company. Director shall not take any
action which reasonably would or could result in a conflict with, or prejudice
to, the interests of the Company.
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2.
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Scope
of Services
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Director
shall use Director’s best efforts during the term of Director’s appointment to
the extent reasonably expected by his obligations, to the affairs and business
of the Company as shall be reasonably necessary in order for him to perform
his
duties as a director, including participation in all Board meetings, and
if so
required in committees of the Board. This is not a legal description it was
rather to set up our expectations shouldn’t be in any way a mean of exposure.
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3.
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Compensation
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In
consideration of the services provided to the Company by Director hereunder,
the
company shall compensate Director as follows:
| 3.1 |
The
Company shall issue the Director 100,000 shares of its common stock
as
compensation for the Director’s services for one year from the date of
this Agreement.
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| 3.2 |
Director
acknowledges that Director is not an employee of the Company for
any
purpose and shall not be entitled to participate in any retirement,
health
or other benefits which are reserved to employees of the Company.
Director acknowledges that Director is responsible for payment
of all
taxes associated with any fees and director stock options granted
hereunder, if any.
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| 3.3 |
The
Company shall reimburse Director for reasonable travel and other
expenses
incurred by Director in connection with the performance of Director’s
duties and responsibilities hereunder, provided that such expenses
are
approved in advance by the Company and supported with customary
receipts
and expense reports.
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4.
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Confidential
Information
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4.1
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In
the course of being a member of the Board, Director may have access
to,
and become familiar with, “Confidential Information” of the Company (as
hereinafter defined). Director shall at all times hereinafter maintain
in
the strictest confidence all such Confidential Information and
shall not
divulge any Confidential Information to any person, firm or corporation
without the prior written consent of the Company. For purposes
hereof,
“Confidential Information” shall mean all information in any and all
medium which is confidential by its nature, including, without
limitation,
data, technology, know-how, inventions, discoveries, designs, processes,
formulations, models, and/or trade and business secrets relating
to any
line of business in which the Company is involved. Confidential
Information shall also include the Company’s marketing and business plans
relating to current, planned or nascent
products.
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4.2
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Director
shall not use any Confidential Information for, or in connection
with, the
development, manufacture or use of any product or for any other
purpose
whatsoever except as and to the extent provided in this Agreement
or in
any other subsequent agreement between the
parties.
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4.3
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Notwithstanding
the foregoing, Confidential Information shall not include any information
which Director can prove to the Company by appropriate documentation
is:
(i) in, or enters the public domain otherwise than by reason of
a breach
hereof by Director; (ii) known by Director at the time of disclosure
thereof by the Company; (iii) independently developed by Director
without
recourse to Confidential Information; or (iv) rightfully transmitted
or
disclosed to Director by a third party which owes no obligation
of
confidentiality with respect to such
information.
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4.4
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All
Confidential Information made available to, or received by, Director
shall
remain the property of the Company, and no license or other rights
in or
to the Confidential Information is granted hereby. The obligation
of
Director not to use any Confidential Information disclosed pursuant
to
this Agreement except as provided in this Agreement shall remain
in effect
indefinitely, and the Director shall be prohibited from disclosing
any
such Confidential Information during the term of this Agreement
and
thereafter.
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4.5
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All
files, records, documents, drawings, specifications, equipment,
and
similar items relating to the business of the Company, whether
prepared by
Director or otherwise coming into his possession, and whether classified
as Confidential Information or not, shall remain the exclusive
property of
the Company. Upon termination or expiration of this Agreement,
or upon
request by the Company, Director shall promptly turn over to the
Company
all such files, records, reports analyses, documents, and other
material
of any kind concerning the Company which Director obtained, received
or
prepared pursuant to this
Agreement.
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5.
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Non-competition
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Director
understands, recognizes and agrees that, during the term of this Agreement
and
for a period one (1) year from the date of termination of his appointment
hereunder, he shall not in any manner, directly or indirectly, enter into
or
engage in any business competitive with the Company’s present
business.
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6.
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Terms
and Termination
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6.1
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Subject
to the other provision of the Section 5, this Agreement shall become
effective on the date hereof and shall continue in full force and
effect
until …………………… unless previously terminated by either party upon the
giving of thirty-day prior written notice to the other party or
by the
Company pursuant to Section 6.2
hereof.
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6.2
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The
provisions of Section 6.1 hereof to the contrary notwithstanding,
the
Company shall have the right to terminate this Agreement following
the
terms of the Company’s Articles of incorporation, By-laws or other
governing instruments, with or without Cause, by giving Director
notice of
termination. For purposes hereof “Cause” shall mean the good faith
determination by the Company’s Board of Directors that Director (a) has
breached the specific performance duties assigned to Director in
this
Agreement which Director has not diligently commenced to cure and
completed the cure of within ten days following specific written
notice of
the breach; (b) has disclosed Confidential Information of or relating
to
the Company or (c) has breached his fiduciary duties of loyalty
to the
Company.
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7.1
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Any
notice under this Agreement shall be in writing and shall be deemed
to
have been duly given for all purposes (a) seven (7) days mailing
be
prepaid registered mail; or (b) upon manual delivery, to the respective
addresses or faxes set forth above or to such other address of
which
notice as aforesaid has actually been
received.
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7.2
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Other
than the term and conditions set forth in the Articles of Incorporation,
By-laws or other governing instruments of the Company, this Agreement
is
the entire Agreement between the parties with respect to the subject
matter hereof, and supersedes all prior understandings, agreements
and
discussions between them, written or oral, with respect to such
subject
matter.
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7.3
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This
Agreement shall not be modified or amended except by a written
instrument
signed by the parties hereto. No Waiver or failure to act with
respect to
any breach or default hereunder, subsequent breach or default,
whether of
similar or different nature.
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7.4
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This
Agreement may not be assigned without the written consent of the
other
party.
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7.5
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This
Agreement shall be governed by, and construed in accordance with,
the laws
of the State of Israel
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
| /s/ Xxxxx Xxxxxx | /s/ Xxxxx Xxxxxxx | ||
| X.X.X. Taste on Demand Inc. | Xxxxx Xxxxxxx, Director | ||
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By:
Xxxxx Xxxxxx
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