PERSONAL SERVICE AGREEMENT Made and signed on the 19 day of November 2008
Exhibit 10.8
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Made
and signed on the 19 day of November
2008
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BETWEEN:
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Pimi Agro
Cleantech LTD.
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Company
Number 513497123
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from
POB 117, Hotzot Alonim 30049
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(hereinafter
referred to as “the
Company”)
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of
the one part
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AND:
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Avi
Lifshitz, CPA
ID055099899
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from
Beit Zaid ,Kiryat Tivon
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(hereinafter
referred to as “the
Consultant”)
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of
the other part
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WHEREAS
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the
Company wishes to hire the Consultant as its CFO (hereinafter referred to
as “the
Services” or "the
Consultancy"), in accordance with the terms and conditions
hereof;
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AND
WHEREAS
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the
Consultant wishes to provide services to the Company, and
presented himself as having the know-how, ability, experience and
qualifications suitable for providing the
Services;
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AND
WHEREAS
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the
parties wish to define and regulate their legal relationship, as provided
above and below in this agreement;
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ACCORDINGLY,
IT IS AGREED BETWEEN THE PARTIES AS
FOLLOWS:
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1.
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General
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1.1
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The
recitals and appendices to this agreement constitute an integral part
thereof.
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1.2
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The
Consultant shall devote his energy and expertise to promote the Company’s
interests in the scope of his Services, and shall represent it loyally,
reliably, with maximum effort and honestly, putting his ability and
qualifications to maximum use and in accordance with his position and the
instructions given to him and the assignments with which he is charged
from time to time, by the Company’s CEO, and subject to the framework and
scope of the Services agreed upon between the parties. The Services will
include inter alia:
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·
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Managing
and supervising the book keeping of the
Company.
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Preparation
of financial reports.
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Preparation
of cash flow reports.
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Managing
and supervising the financial activity of the
Company.
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Managing
and supervising the investments and free cash of the
Company.
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Managing
and supervising the payment to
suppliers.
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Working
with the varions authorities (Tax, VAT, Social Security, Chief Scientist,
ect), and reporting to these
athorities.
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1.3
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The
Consultant undertakes to provide his Services conscientiously and loyally
to use all his qualifications, knowledge and experience for the Company’s
benefit, to a high and efficient standard and as determined by the
Company’s CEO. The Consultant shall be subordinated to the Company’s
CEO.
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The
Consultant shall notify the Company, immediately and without delay, of any
matter or subject in which he and/or any of his family members and/or
relatives and/or close associates and/or any entity and/or person related
to him has a personal interest and/or that might create a conflict of
interests with his Services to the Company and/or with the
Company’s activity.
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| 1.5 |
The
Consultant shall not accept a benefit from any third party in consequence
of and/or in connection with his work for the Company, unless the
Company’s board of directors has agreed thereto in
writing.
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2.
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The
scope and period of the
Consultancy
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2.1
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The
Consultant’s will start providing the Services on October
2008.
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2.2
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Each
party may bring the contractual relationship pursuant hereto to an end on
written notice of 60 days until the Company raises capital from external
investors and from such time on, written notice of 90 days (hereinafter
referred to as “the
notice”). Subject to the provisions of clause 2.3 below, the
Consultant shall be entitled, during the notice period, to all the terms
pursuant to the Agreement.
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2.3
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Once
notice has been given as aforesaid by one of the parties, this agreement
shall terminate at the end of the period of time specified in sub-clause
2.2 above, the Services shall be severed on the date specified in the
notice and the following provisions shall
apply:
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2.3.1
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the
Consultant shall provide Services during the notice period and shall
continue to perform all his obligations to the Company, unless the Company
instructs him otherwise;
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2.3.2
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the
Consultant shall hand over the Consultancy position in an orderly manner
to whomever the Company directs;
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2.3.3
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the
Consultant shall give the Company all the documents, equipment,
information and any other material coming into his possession or prepared
by him in connection with his Services until the termination of
this Agreement.
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2.4
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The
Consultant shall provide his Services to the Company when ever needed to
fulfill his tasks.
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2.5 In
case, the shares of the Company shall be transferred to a US company
(hereinafter referred to as "US
Company"), which will hold Pimi's shares, the Consultant will
provide the Services under this Agreement, to the US Company. For the
avoidance of doubt, all the terms of this Agreement will apply fully on
the Consultant to the US Company after such transfer of shares shall
occur.
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3.
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Payments
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3.1
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With
respect to his Services in accordance with clause 2 above, the Company
shall pay the Consultant and/or Ad wise Ltd., a company which is under the
control of the Consultant, (hereinafter referred to as “Ad
wise”) together a total sum of NIS 10,000 a month
plus VAT (hereinafter referred to as “the
Consideration”).
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The
Consideration shall be divided as follows: a total cost to the Company of 2,500
NIS will be paid as salary to the Consultant (hereinafter referred to as "Salary").
The balance that will remain after reducing the Salary, will be paid to Ad wise
against a VAT invoice that shall be issued by Ad wise. For the avoidance of
doubt, the Consideration will include all taxes, national insurance, pension
fund, or any other social insurance and/or benefits, i.e. the Consideration will
not exceed the total amount of 10,000 NIS plus VAT whatsoever.
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3.2
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The
Consideration shall be paid to the Consultant and/or Ad wise, by no later
than the 10th day of each month, for the previous month. Ad wise will
furnish a commercial invoice for its part out of the Consideration until
the 7th
of each month.
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3.3
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Notwithstanding
the provisions of clause 3.1 above, until the date on which the Company
raises capital from an external investors for a sum exceeding 1,000,000$,
the Company shall pay the Consultant and/or Ad wise, from the
Consideration, a sum of NIS 5,000 together with VAT, and the balance of
the Consideration shall accrue to the credit of the Consultant and/or Ad
wise and shall be paid to them after the raising of capital as
aforesaid.
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3.5
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The
Company shall deduct from the Consultant Salary all the deductions
required pursuant to the law, including national insurance, income tax and
employer-employee provisions in respect of social benefits, such as leave
pay, sick pay, convalescence pay, severance pay and the like. The parties
agree that the Consultant shall not have any plea against the Company
regarding any additional salary due to him in respect of his Services,
besides the Salary. Ad wise shall deduct from its part of the
Consideration all the deductions required pursuant to the law as mentioned
above.
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3.6
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It
is agreed that the consideration payable to the Consultant pursuant hereto
also includes all the amounts due to the Consultant in respect of overtime
or work on days of rest and if the Consultant did not work overtime, the
consideration to which he would be entitled would be 25% less than the
consideration he is actually receiving. If, notwithstanding the aforesaid,
the Company is called upon to pay, by reason of a claim of the Consultant,
additional consideration in respect of overtime and/or work on days of
rest, the Consultant undertakes to repay the additional consideration he
receives in the amount of 25% of his payments as aforesaid. For the
avoidance of doubt, the Consultant hereby grants the Company permission to
set off, from any consideration due to him from the Company, the
additional consideration as
aforesaid.
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3.7
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It
is hereby expressed and agreed that the Consideration has been determined
having regard to the fact that the total Consideration embodies all the
payments elements due to the Consultant for his Services and that the
Company shall not have any additional costs in respect of his Consultancy
and/or the termination thereof, including, and without derogating from the
generality of the aforesaid, various social terms, severance pay and any
wage to which the Consultant is entitled or it is determined that he is
entitled thereto. If, notwithstanding the aforesaid, the Company is called
upon to pay, by reason of a claim of the Consultant, any additional
consideration in respect of a deduction pursuant to the law, including
national insurance, income tax and employer-employee provisions in respect
of social benefits, such as leave pay, sick pay, convalescence pay,
severance pay and the like, the Consultant undertakes to repay the
additional consideration received by him to the Company, in the amount of
35% of his payments as aforesaid. For the avoidance of doubt, the
Consultant hereby grants the Company permission to set off, from any
consideration due to him from the Company, the additional consideration as
aforesaid.
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4.
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Options
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4.1
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The
Consultant shall be entitled, in the framework of the ESOP for 2008 of the
Company, to option for ordinary shares of the Company constituting approx
62,355 shares for a vesting period of 4 years from commencement of this
Agreement. Hence, 15,589
shares, for each full year in which he Consults for the Company,
all accordance with the Option Agreement which will be signed by the
parties.
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5.
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Confidentiality
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5.1
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The
Consultant undertakes to keep absolutely confidential, not to convey to
any third party and not to publish or howsoever use, himself or through
others, directly or indirectly, any information, plan, material,
theoretical, scientific or practical document, whether written or oral, in
relation to or in connection with any matter coming into his reaching his
knowledge in respect and/or in consequence of his Consultation in and/or
for the Company, during the course of his engagement with the Company or
thereafter, save with the express, prior and written consent of the
Company.
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5.2
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During
the term of this Agreement and thereafter, the Consultant undertakes not
to convey and/or howsoever use information of the Company or information
coming into his Consultation in the scope of his engagment with the
Company and/or in connection with the Company that is not in the public
domain, to maintain confidentiality in respect of everything to do with
the Company’s business and affairs and not to howsoever prejudice the
Company’s goodwill and/or circle of
customers.
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5.3
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The
terms and conditions of this agreement shall be kept secret and the
parties undertake not to furnish any information in connection with the
terms and conditions hereof to any other person and/or entity, unless
required to do so pursuant to the
law.
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5.4
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The
Consultant’s obligation to maintain confidentiality pursuant to clauses
5.1 to 5.3 above are unlimited by time or place and shall continue to be
valid in Israel and overseas also after the termination of this Agreement
for any cause or if for any reason the employment relationship and the
Agreement between the Consultant and the Company come to an
end.
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5.5
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Information
for the purposes of clauses 5.1 to 5.3 is any information relating to the
Company, including – and without derogating from the generality of the
aforesaid – information in respect of the Company’s customers, business,
plans, professional secrets, trade secrets, technological secrets,
including design, planning, formulae, technology, R&D of the Company,
reaching the Consultant in consequence of or in connection with the
performance of his position in the
Company.
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6.
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Non-competition
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6.1
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The
Consultant undertakes that throughout the term of this Agreement and for a
period of five years after the termination of the Consultancy relationship
between him and the Company, for any reason, on the Consultant’s
initiative or on the Company’s initiative, he may not engage, directly or
indirectly, as a salaried employee, self-employed, partner, contractor,
consultant and in any other way, in Israel and abroad, in any business
that is such as to compete with the Company and/or make use of contacts
with customers of the Company created in the scope and/or course of his
employment with the Company that is such as to compete with the
Company.
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7.
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[Intellectual]
Property rights
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7.1
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For
the avoidance of doubt, it is warranted that the Consultant shall not have
any copyright and/or other [intellectual] property rights arising in
consequence of his engagement with the Company and/or in consequence of
the contractual relationship pursuant hereto or howsoever in connection
with his contractual relationship with the Company, including – and
without derogating from the generality of the aforesaid: trade names, any
idea, invention, know-how, discovery or development, research, plan,
specification, drawing and/or any other document prepared by him and/or in
the Company, whether fit for registration pursuant to the law or not,
whether he prepared or participated in the preparation thereof as
aforesaid in the framework of the contract or not, and any instrument,
method, process arising in the framework or in consequence of the
contractual relationship or howsoever in connection with the contractual
relationship as aforesaid. These rights shall belong to the Company alone,
and the Consultant shall sign any document required for the realization
and registration of the said
rights.
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7.2
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In
the event of the termination of his Consultation and/or the contractual
relationship with the Company for any reason, the Consultant undertakes to
give the Company all the documents and information in his possession in
connection with his work for the Company and not to take with him any
documents relating to any rights and contract of the
Company.
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7.3
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It
is expressly agreed that all the know-how arising in consequence and in
the course of the performance of the Consultant’s work for the Company
pursuant hereto shall belong in full to the Company, which may use them at
any time and for any purpose (including in the event that the agreement is
terminated or suspended), and they shall be governed by the duty of
confidentiality and non-use mentioned
above.
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8.
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General
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8.1
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This
agreement reflects anything which was agreed between the parties and
revokes any representation, understanding or consent reached, if at all,
prior to its execution/
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8.2
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Any
alteration to this agreement shall only be made in writing and with both
parties’ agreement. An alteration made in another manner shall lack any
effect vis-à-vis the parties.
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8.3
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The
addresses of the parties hereto are as set forth in the recitals. Any
notice sent by registered mail to the other party in accordance with his
address as aforesaid shall be deemed received by the addressee three days
after being mailed and if delivered by hand – at the time of its
delivery.
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8.4
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The
clause headings herein are for convenience purposes only and shall not
have any legal effect.
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8.5
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The
parties shall cooperate with each other in good faith, insofar as required
for the performance of this agreement in accordance with its spirit and
object.
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9.
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D&O
Insurance
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9.1
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The
Company will insure the Consultant under Directors and Officers
Insurance, at an adequate amount that will be determined by the board,
once registration of the shares by the US Company in NASDQ OTC B/B will be
executed.
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As
witness the hands of the
parties:
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(Signed)
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(Signed
and stamped*)
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____________________
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____________________
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The
Consultant
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The
Company
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I, the undersigned, confirm
and approve the above mentioned
______________________
Ad
wise Ltd.
