EXHIBIT 10.76
LEGAL CONSULTING AGREEMENT
--------------------------
Made and entered this 1st day of April, 2002
Between:
Travlang Inc., a company incorporated
under the laws of the State of Florida
(Hereinafter: The "Company")
ON ONE PART;
and:
Xxxxx Xxxxxxxx Adv.,
0 Xxxxxxx Xx.
Xxx Xxxx, Xxxxxx
(Hereinafter: The "Legal Consultant")
ON THE SECOND PART;
WHEREAS, the Company is in a start up and development phase and
requires significant legal consulting, advice, and expertise;
WHEREAS, the Legal Consultant has significant experience in the
Respective legal areas that will be of benefit to the Company in its on going
business, plans and goals;
WHEREAS, the Company therefore desires to retain the Legal Consultant
to assist the Company in providing those legal consulting services and advice
relating to the operations of the Company in Israel (Hereinafter:
"Services");
WHEREAS the Legal Consultant has in the past rendered Services to the
Company and its subsidiaries, and has agreed to provide the Services to the
Company on the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the premises and mutual agreements
and covenants hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
LEGAL CONSULTANT'S AGREEMENT
SECTION 1.1 APPOINTMENT OF LEGAL CONSULTANT. The Company hereby
appoints the Legal Consultant to perform the Services for the benefit of the
Company and the Company hereby authorizes the Legal Consultant to exercise such
powers as provided under this Agreement. The Legal Consultant accepts such
appointment on the terms and conditions herein set forth and agrees to provide
the Services.
SECTION 1.2 PERFORMANCE OF AGREEMENT. During the term of this
Agreement, the Legal Consultant shall devote sufficient time, attention, and
ability to the business of the Company, and to any affiliate or successor
company, as is reasonably necessary for the proper performance of the Services
pursuant to this Agreement. Nothing contained herein shall be deemed to require
the Legal Consultant to devote his exclusive time, attention and ability to the
business of the Company. During the term of this Agreement, the Legal Consultant
shall, and shall cause each of his agents assigned to performance of the
Services on behalf of the Legal Consultant, to:
a. at all times perform the Services faithfully, diligently,
to the best of his abilities and in the best interests of the Company;
b. devote such of his time, labor and attention to the
business of the Company as is necessary for the proper performance of the
Services hereunder.
SECTION 1.3 AUTHORITY OF LEGAL CONSULTANT. The Legal Consultant shall
have no right or authority, express or implied, to commit or otherwise obligate
the Company in any manner whatsoever except to the extent specifically provided
herein or specifically authorized by the Company.
SECTION 1.4 INDEPENDENT LEGAL CONSULTANT. In performing the Services,
the Legal Consultant shall be an independent contractor and not an employee or
agent of the Company, except that the Legal Consultant shall be the agent of the
Company solely in circumstances where the Legal Consultant must be the agent to
carry out his obligations as set forth in this Agreement.
Nothing in this Agreement shall be deemed to require the Legal
Consultant to provide the Services exclusively to the Company and the Legal
Consultant hereby acknowledges that the Company is not required and shall not be
required to make any remittances and payments required of employers under Israel
law on the Legal Consultant's behalf and the Legal Consultant or any of his
agents shall not be entitled to the fringe benefits required by Israel law and
provided by the Company to its employees.
ARTICLE 2
COMPANY'S AGREEMENTS
SECTION 2.1 COMPENSATION OF LEGAL CONSULTANT. In consideration for the
performance of services previously rendered by Legal Consultant to the Company
and its subsidiaries and in consideration for the services rendered hereunder,
the Company hereby agrees to pay Legal Consultant the aggregate sum of
10,000,000 shares of the Company's common stock as full compensation for the
term of this Agreement. Such shares shall be registered with the SEC on a Form
S-8 Registration Statement within 90 days from the date of this Agreement. The
Company hereby agrees to pay on a pre-approval basis reasonable expenses
incurred by Legal Consultant in connection with the Services to be rendered
hereunder. Legal Consultant may, from time to time, deem it to be in the best
interests of the Company to retain additional counsel in connection with certain
specific transactions or other matters. In such event, the Company hereby agrees
to pay any and all fees and expenses of such counsel.
ARTICLE 3
TERM
SECTION 3.1 EFFECTIVE DATE. This Agreement shall become effective on
April 1, 2002 (the "Effective Date"), and shall continue for a period of one (1)
year from the Effective Date or until Terminated pursuant to the terms of this
Agreement ("Term").
ARTICLE 4
CONFIDENTIALITY
SECTION 4.1 CONFIDENTIALITY The Legal Consultant shall not, except as
authorized or required by his duties, reveal or divulge to any person or
companies any of the trade secrets, secret or confidential operations, processes
or dealings or any information concerning the organization, business, finances,
transactions or other affairs of the Company, which may come to his knowledge
during the term of this Agreement and shall keep in complete secrecy all
confidential information entrusted to him and shall not use or attempt to use
any such information in any manner which may injure or cause loss, either
directly or indirectly, to the Company's business or may be likely so to do.
This restriction shall continue to apply after the termination of this
Agreement without limit in point of time but shall cease to apply to information
or knowledge, which may come into the public domain.
The Legal Consultant shall comply, and shall cause his agents to
comply, with such directions, as the Company shall make to ensure the
safeguarding or confidentiality of all such information. The Company may require
that any agent of the Legal Consultant execute an agreement with the Company
regarding the confidentiality of all such information.
SECTION 4.2 OTHER ACTIVITIES. The Legal Consultant shall not be
precluded from acting in a function similar to that contemplated under this
Agreement for any other person, firm or company.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1 WAIVER; CONSENTS. No consent, approval or waiver, express
or implied, by either party hereto, to or of any breach of default by the other
party in the performance by the other party of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party of the same or any other
obligations of such other party or to declare the other party in default,
irrespective of how long such failure continues, shall not constitute a general
waiver by such party of its rights under this Agreement, and the granting of any
consent or approval in any one instance by or on behalf of the Company shall not
be construed to waiver or limit the need for such consent in any other or
subsequent instance.
SECTION 5.2 Governing Law; Jurisdiction. This Agreement and all matters
arising thereunder shall be governed by the laws of the State of Israel
applicable therein without giving effect to the rules respecting conflict of
law, and the parties hereby irrevocably submit to the exclusive Jurisdiction of
the courts in Tel Aviv District, Israel in respect of any dispute or matter
arising out of, or in connection with, this Agreement.
SECTION 5.3 BINDING EFFECT; ASSIGNMENT; This Agreement and all of its
provisions, rights and obligation shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, heirs and legal
representatives. This Agreement may not be assigned by any party except with the
written consent of the other party hereto provided however that any benefit and
Compensation provided herein may be assigned without the consent of the other
party hereto.
SECTION 5.4 ENTIRE AGREEMENT AND MODIFICATION. This Agreement
constitutes the entire agreement between the parties hereto and supersedes all
prior agreements and undertakings, whether oral or written, relative to the
subject matter hereof. To be effective any modification of this Agreement must
be in writing and signed by the party to be charged thereby.
SECTION 5.5 SEVERABILITY. If any provision of this Agreement for any
reason shall be held to be illegal, invalid or unenforceable, such illegality
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such illegal, invalid or unenforceable provision had never
been included therein.
SECTION 5.6 HEADINGS. The headings of the Sections and Articles of this
Agreement are inserted for convenience of reference only and shall not in any
manner affect the construction or meaning of anything herein contained or govern
the rights or liabilities of the parties hereto.
SECTION 5.7 FURTHER ASSURANCES. The parties hereto agree from time to
time after the execution hereof to make, do, execute or cause or permit to be
made, done or executed all such further and other lawful acts, deeds, things,
devices and assurances in law whatsoever as may be required to carry out the
true intention and to give full force and effect to this Agreement.
SECTION 5.8 THIRD PARTIES. Except as specifically set forth or referred
to herein, nothing herein expressed or implied is intended or shall be construed
to confer upon or give to any person other than the parties hereto and their
permitted successors or assigns, any rights or remedies under or by reason of
this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
Travlang, Inc. Xxxxx Xxxxxxxx, Adv.
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxxx
----------------------------------- -----------------------------------
Xxxxxx Xxxxxxxxxx
President
