CONSULTANCY AGREEMENT
THIS CONSULTANCY AGREEMENT ("AGREEMENT") is made and entered into as of this 01
day of February 2004, by and between HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL
INC. ("HOMI"), and XX. XXXXXXX XXXXX ("XXXXX");
WHEREAS HOMI is in the process of expanding its business of marketing,
installation and operation of computerized mini bars in hotels around the world,
and;
WHEREAS XXXXX is willing to consul HOMI Economically and Financially how to
finance its activities;
WHEREBY IT IS AGREED as follows:
1. ENGAGEMENT
(a) XXXXX has the know-how, qualifications and necessary ability to
undertake the work required to be carried out in the assignment
specified in the First Schedule hereto ("ASSIGNMENT").
(b) XXXXX warrants that he is not disbarred in any way from working on
the Assignment.
(c) Subject to (a) and (b) above, HOMI hereby engages XXXXX and XXXXX
hereby accept such engagement to serve HOMI as a Consultant in
performance of the Assignment.
2. TERM
XXXXX will commence work upon singing of this Agreement and shall continue until
the end of a period of 12 months from the date of signing of the Agreement and
thereafter unless such a date that this Agreement will be terminated by either
party giving to the other not less than three months' prior written notice.
3. DUTIES AND UNDERTAKINGS OF XXXXX
(a) XXXXX shall, while this Agreement is in force, devote such of his
time, attention and abilities to the Assignment as may be necessary
and as set out in the First Schedule hereto.
(b) XXXXX agrees to advise and assist HOMI as required in accordance
with (a) above with respect to all aspects of the Assignment and in
the performance of such duties XXXXX shall comply with all requests
and directions of HOMI including, but not limited to:
(1) Shall be available to participate in HOMI's board and
managements meetings;
(2) Produce record of activities as might be required;
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(3) XXXXX shall carry all expenses in performing its assignment
except payment for professional services granted by third
parties which will be approved in advance by HOMI. Allocation
of Out of Pocket expenses shall be discussed in due course
with HOMI's management;
(c) XXXXX shall not whether as principal, employee, consultant,
contractor or otherwise:
(1) While this Agreement is in force directly or indirectly either
for him or on behalf of any other person, firm or company,
advise or undertake any work or enter into employment or
consultancy where the Assignment to be done is similar or in
competition with that undertaken by XXXXX hereunder.
(2) While this Agreement is in force or for a period of six months
after completion of this Agreement directly or indirectly
either for himself or for any other person, firm or company
solicit the business of any person, firm, company or otherwise
who is or was a customer, supplier or agent of HOMI at any
time while this Agreement was in force.
(d) XXXXX shall not, without the prior approval of HOMI make, publish or
co-operate in any press release, advertisement or other
communication relating to the Assignment or this Agreement.
4. CONSIDERATION
(a) In consideration of the services rendered by XXXXX financing the
current hotels hereunder HOMI undertakes to issue to XXXXX 500,000
(Five hundred thousand) HOMI's shares.
(b) In addition HOMI will pay to XXXXX monthly fees for his consulting
work in the amount of US$ 3,000 (Three thousand dollars) plus VAT.
5. CONFIDENTIALITY
XXXXX shall not, other than with the prior written consent of HOMI, during or
after the termination, determination or expiry of this Agreement disclose
directly or indirectly to any person, firm, company or third party and shall
only use for the purposes of this Agreement, any information relating to the
Assignment, HOMI, its business, trade secrets, customers, suppliers or any other
information of whatever nature which HOMI or its customer or nominee may deem to
be confidential and which XXXXX has or shall hereafter become possessed of.
The foregoing provisions shall not prevent the disclosure or use by XXXXX of any
information which is or hereafter, through no fault of XXXXX, become public
knowledge or to the extent permitted by law.
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6. TERMINATION
Upon the termination of this Agreement XXXXX shall immediately deliver up to
HOMI all correspondence, reports, documents, specifications, papers, information
(on whatever media) and property belonging to HOMI which may be in his
possession or under his control together with all confidential information or
copyright works specified in Clause 5 above.
7. ASSIGNMENT
Notwithstanding clause 2 above XXXXX shall not transfer or assign the whole or
any part of this Agreement without the prior written consent of HOMI.
8. HEADINGS AND EXPRESSIONS
The headings contained herein are for convenience of reference only and shall
not affect the construction hereof.
9. SEVERABILITY
In the event that any of the terms contained herein are determined by any
competent authority to be invalid or unenforceable to any extent, such term
shall to that extent be severed from the body of this Agreement, which shall
continue to be valid and enforceable to the fullest extent permitted by the Law.
10. LAW
The parties hereby agree that this Agreement and the provisions hereof shall be
construed in accordance with the Laws of the State of Delaware and its courts
shall have exclusive jurisdiction over all disputes arising hereunder or in
connection with the subject matter hereof. In any such action the parties hereby
waive any right to allege lack of personal jurisdiction, improper venue or
inconvenient forum.
SIGNING PROVISIONS
SIGNED for and on behalf of HOMI by: Xx. X. Xxxxxx
/s/ X. Xxxxxx
__________________________________________
Date: 05.03.2004
SIGNED for and on behalf of XXXXX by:
/s/ Xxxxxxx Xxxxx
__________________________________________
Date: 05.03.2004
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11. SCHEDULES
THE FIRST SCHEDULE
The Assignment
NATURE OF WORK:
Assist and consul in all Economical and Financial matters concerning financing
the purchase, installation and operation of the computerized mini-bars in all
the hotels around the world that entered into agreements with HOMI until the
date of signing this agreement and hotels that will enter into agreement with
HOMI in the future during the duration of this agreement.
