MANAGEMENT AGREEMENT
Exhibit
10.2
THIS
MANAGEMENT AGREEMENT
is
entered into as of the 15 day of May 2007, by and between IDO Security Ltd.,
an
Israeli company, (the “Company”),
and
Xx. Xxxxx Xxxx an individual whose address is be 35 / 6 Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx 00000 Xxxxxx (the “Manager”).
WHEREAS
The
Company designs, develops, manufactures and sells products, know-how and
technologies used in security applications.
WHEREAS
Manager
wishes to be hired by the Company and Company wishes to hire Manager upon the
terms and conditions as set out herein.
1.0 Appointment,
Term, Service
1.1 Appointment.
The
Company agrees to hire the Manager as its manager of business development upon
the terms and conditions contained herein and the Manager accepts such
appointment.
1.2 Term.
This
Agreement shall continue for an initial term of two years (the “Initial Term”)
unless terminated in accordance with the provisions of this Agreement. This
Agreement shall be renewed for successive two year terms (each a “Renewal Term”)
unless the Company or Manager indicates in writing, more than 90 days prior
to
the termination of this Initial term or any Renewal term, that it does not
intend to renew this Agreement.
1.3 Duties
and Reporting. The
Manager will report directly to the Chairman of the Board or to whom the
Chairman shall instruct and shall carry out all duties and responsibilities
generally associated with Manager's position, which are from time to time
assigned to him by the Chairman of the Board in writing.
1.4 Scope
of Service.
The
Manager shall devote 45% of his time, attention and ability to the business
of
the Company during regular business days, Sunday through Thursday, and shall
well and faithfully serve the Company and shall use his best efforts to promote
the interests of the Company. The Manager acknowledges that his duties may
involve travel and the Manager agrees, subject to reasonable prior coordination,
to travel as reasonably required in order to fulfill his duties.
1.5 During
the Management Period, the Manager shall not be engaged in any other business
activity that conflicts with Company’s field of activities hereunder.
2.0 Compensation
2.1 Fee.
Company
shall pay to Manager for all services rendered hereunder a monthly fee in the
amount of $5,286 plus VAT per month payable in NIS at the highest of (i)
according to the representative rate of the US dollar as set by the Bank of
Israel or (ii) NIS 21,897 plus VAT payable by wire to the Manager at the first
business day of each month for the preceding month.
2.2 Car.
The
Company shall provide Manager with use of an automobile and the Company shall
pay for registration, gas, maintenance and insurance.
2.3 Expenses
All
expenses reasonably incurred by the Manager shall be reimbursed, together
with any applicable sales and goods and services taxes, by the Company within
10
Business Days after presentation by the Manager of proper invoices and receipts
in keeping with the policies of the Company as established from time to time.
Major expenses, as Traveling (flights) Hotels Etc. will be ordered and paid
by
the Company in advance.
2.4 Manager
shall be solely responsible for bearing and paying any and all taxes, duties,
fees and/or other impositions that may be levied pursuant to relevant law upon
Manager with regard to the provision of the Services under this Agreement,
including, but not limited to medicare, social security, income tax and
unemployment insurance.
3.0 Relationship
3.1 The
Manager shall perform the Services hereunder as an independent contractor to,
and not as an employee of the Company.
3.2 Manager
agrees to indemnify and hold Company harmless to the extent of any obligations
imposed by law on Company to pay any withholding taxes, social security,
unemployment or disability insurance or similar items in connection with any
payment made to Manager by Company for the Services.
3.3 The
parties hereby agree that in the event a court or tribunal having jurisdiction
over the matter holds that the status of the Manager is that of an employee
rather than an independent contractor, the monthly salary pursuant to this
Agreement shall be 62% of the monthly compensation that the Manager is entitled
to receive from Company under this Agreement (the “Reduced
Compensation”).
In
the event that it is claimed by the Manager or held or ruled that the Manager
was an employee of Company, the Manager shall return to Company all amounts
paid
to the Manager exceeding the Reduced Compensation. Nothing in this paragraph
shall directly or by implication be construed or deemed to constitute the
Manager an employee.
4.0 Manager’s
Representations and Warranties
4.1 Manager
represents that it is not a party to any existing agreement that would prevent
it from entering into this Agreement. Manager agrees to segregate work done
under this Agreement from all work done at, or for, any other company, and/or
other commercial enterprises for which it may render services.
4.2 Manager
warrants that (a) it/he is not and shall not be during the Management Period
obligated under any other Management, employment, or other agreement which
would
affect Company’s rights or the duties of Manager under this Agreement, and (b)
it/he shall not utilize during the Management Period any proprietary and/or
confidential information of any third party.
4.3 NDA.
The
Parties shall enter into the non disclosure and non competition agreement
attached hereto Exhibit A.
5.0 Company’s
representation & Warranties
5.1 Company
represents that it is not a party to any existing agreement that would prevent
it from entering into this Agreement.
5.2 Company
represents that it has all the assets, capital and resources
it needs, in order to fulfill its obligation by this agreement, include its
obligation to pay the Manager's fees.
5.3 Company
represents that this agreement and all its obligation are approved by the
Company's board.
6.0 Termination
6.1 The
Manager can terminate this Agreement for any reason upon 30 days notice.
Subsequent to the end of the first Agreement year the Company can terminate
this
Agreement for any reason upon 90 days notice. The Company at its option may
pay
Manager the fees which would have been due and owing during any notice period
and require the Manager to cease work at any time prior to the end of the notice
period.
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6.2 Ether
party may terminate this Agreement effective upon written notice to the other
if
the other party violates any covenant, agreement, representation or warranty
contained herein in any material respect or defaults or fails to perform any
of
its obligations or agreements hereunder in any material respect, which
violation, default or failure is not cured within 15 business days after notice
thereof from the non-defaulting party stating its intention to terminate this
Agreement by reason thereof.
6.3 Upon
termination for any reason, Manager shall be entitled to all expenses and the
compensation set forth as the fee herein, prorated to the effective date of
such
termination.
6.4 Manager
agrees to cooperate with Company and use his best efforts to assist the
integration into Company’s organization of the person or persons who will assume
Manager’s responsibilities and to transfer any and all material in Manager’s
possession relating to Company, during a period of two weeks following the
termination date, as Manager’s schedule permits. The Company shall compensate
the Manager for such period pro rata to the fees paid under this
Agreement.
7.0 Miscellaneous
7.1 Severability.
If a
court finds any provision of this Agreement invalid or unenforceable
as
applied to any circumstance, that provision shall be enforced to the maximum
extent permitted by law, and the other provisions will remain in full force
and
effect.
7.2 Notice.
All
notices under this Agreement, for any purpose whatsoever, shall be in writing
and delivered by electronic mail, or by facsimile transmittal, receipt
acknowledged. The parties will be entitled to send back up notices by overnight
courier service, in which case, notices shall be deemed delivered two business
days following the day on which notice was given. For purposes of this Section,
notices shall be addressed according to the details provided above and shall
be
deemed delivered on the day which delivery was made.
7.3 No
Assignment. Neither
the Company nor the Manager may assign this Agreement without the written
consent of the other, and any attempted assignment without such consent shall
be
void.
7.4 Governing
Law and Jurisdiction. This
Agreement shall be governed by and enforced in accordance with the laws of
Israel, and the courts of Tel - Aviv, shall have the exclusive jurisdiction
over
any dispute relating to this Agreement.
7.5 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
Agreement.
7.6 Entire
Agreement. This
Agreement together with the agreements and other documents to be delivered
pursuant to this Agreement (or other agreements pertaining to Manager benefits,
including, without limitation, stock option and bonus plan agreements),
constitute the entire agreement between the parties pertaining to the subject
matter of this Agreement and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties and there
are no warranties, representations or other agreements between the parties
in
connection with the subject matter of this Agreement except as specifically
set
forth in this Agreement and any document delivered pursuant to this Agreement.
No supplement, modification or waiver or termination of this Agreement shall
be
binding unless executed in writing by the party to be bound
thereby.
7.7 Sections
and Headings. The
division of this Agreement into parts and sections and the insertion of headings
are for convenience of reference only and shall not affect the construction
or
interpretation of this Agreement. The terms “this Agreement”, “hereof”,
“hereunder” and similar expressions refer to this Agreement and not to any
particular article, section or other portion hereof and include any agreement
or
instrument supplemental or ancillary hereto. Unless something in the subject
matter or context is inconsistent therewith, references herein to parts and
sections are to parts and sections of this Agreement.
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7.8 Number
& Gender. Words
importing the singular number only shall include the plural and vice versa
and
words importing the masculine gender shall include the feminine and neuter
genders and vice versa.
7.9 Currency.
Unless
otherwise specified, all references herein to currency shall be references
to
currency of the United States of America.
7.10 Business
Day:
means a
day other than a Saturday or Sunday or any statutory holiday in the United
States of America or in Israel
7.10 Calculation
of Time. When
calculating the period of time within which or following which any act is to
be
done or step taken pursuant to this Agreement, the date which is the reference
date in calculating such period shall be excluded. If the last day of such
period is a non Business Day, the period in question shall end on the next
Business Day.
IN
WITNESS WHEREOF,
the
parties hereto have duly executed this Agreement as of the date first above
written.
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The
Medical Exchange Inc.
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| By: /s/ Xxxx Xxxxxx | By: /s/ Xxxxx Xxxx | ||
| Name: _____________________ |
Xxxxx
Xxxx
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4
Exhibit
A
Confidentiality,
Non-Compete; Poaching; Development Rights Agreement
This
agreement forms part of the Management Agreement being entered into by the
Parties as of this date and all capitalized terms herein shall have the meaning
set forth therein. The Company values the protection of its confidential
information and proprietary materials essential to the survival of the Company.
Therefore, as a mandatory condition of Manager’s agreement with the Company,
Manager agrees to comply with the following provisions.
a. Confidentiality
(i) The
term
"Information" as used in this section means any and all confidential and
proprietary information including but not limited to any and all specifications,
formulae, prototypes, software design plans, computer programs, and any and
all
records, data, methods, techniques, processes and projections, plans, marketing
information, materials, financial statements, memoranda, analyses, notes, and
other data and information (in whatever form), as well as improvements and
know-how related thereto, relating to the Company or its products. Information
shall not include information that (a) was already known to or independently
developed by the Manager prior to its disclosure as demonstrated by reasonable
and tangible evidence satisfactory to the Company; (b) shall have appeared
in
any printed publication or patent or shall have become part of the public
knowledge except as a result of breach of this Agreement by the Manager or
similar agreements by other Company employees or service providers (c) shall
have been received by the Manager from another person or entity having no
obligation of confidentiality to the Company or (d) is approved in writing
by
the Company for release by the Manager.
(ii) Subject
to the provisions of Section (iii) below, the Manager agrees to hold in trust
and confidence all Information disclosed to Manager and further agrees not
to
exploit or disclose the Information to any other person or entity or use the
Information directly or indirectly for any purpose other than for Manager’s work
with the Company, unless otherwise consented to in writing by the
Company.
(iii) The
Manager agrees to disclose the Information only to persons necessary in
connection with Manager’s work with the Company or who have undertaken the same
confidentiality obligations set forth herein in favor of the Company. The
Manager agrees to assume full responsibility for the confidentiality of the
Information disclosed to Manager and to prevent its unauthorized disclosure,
and
shall take appropriate measures to ensure that such persons acting on his behalf
are bound by a like covenant of secrecy.
(iv) The
Manager acknowledges and agrees that the Information furnished hereunder is
and
shall remain proprietary to the Company. Unless otherwise required by statute
or
government rule or regulation, all copies of the Information, shall be returned
to the Company immediately upon request without retaining copies thereof.
(v) The
Manager acknowledges that the Company has received and in the future will
receive from third parties confidential or proprietary information (whether
or
not so marked) (“Third Party Information”) subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use it only
for
certain limited purposes. The Manager shall hold Third Party Information in
the
strictest confidence and will not disclose to anyone (other than Company
personnel who need to know such information in connection with their work for
the Company) or use, except in connection with my work for the Company, Third
Party Information unless expressly authorized by an officer of the Company
in
writing.
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b. Non-Compete;
Poaching;
Development Rights
(i) Unless
otherwise expressly consented to in writing by the Company, during the term
of
the Manager's work for the Company, and for a period of twelve (12) months
following the date on which Manager's termination of work with the Company
becomes effective, Manager will not, directly or indirectly, for his own account
or as an manager, officer, director, employee, joint venture, shareholder,
investor, or otherwise (except as an investor in a corporation whose stock
is
publicly traded and in which the Manager holds less than 5% of the outstanding
shares) interest him/herself or engage, directly or indirectly, in the design,
development, production, sale or distribution of any product or component that
directly or indirectly competes with a product or component (i) being designed,
produced, sold or distributed by the Company or any of its affiliates (ii)
or to
which the Company or any of its affiliates shall then have proprietary
rights.
(ii) Hiring
of Company Managers.
During
the term of the Manager's work for the Company, and for a period of twelve
(12)
months following the date on which Manager's termination of work with the
Company becomes effective, the Manager shall not, except in the course of the
performance of his duties hereunder or with the prior approval of the Board,
in
any way directly or indirectly, with respect to any person who to the Manager's
knowledge was employed by the Company or its affiliates ("Company Employee")
at
any time during the period commencing 12 months prior to the date of the hiring
of such Company Employee, hire or cause to be hired any Company Employee, or
contract the services of any closely held private corporation or other entity
in
which such Company Employee is an officer or director or holds a 25% or greater
equity ownership interest.
(iii) Manager's
undertakings herein under this Section 6(b) shall be binding upon until the
later of (i) the expiration of one year from the date of execution of this
Agreement or (ii) the expiration of one year from the date the Manager last
represented him/herself as an Manager, agent or representative of the Company
or
any of its affiliates, subsidiaries or successors.
(iv) Manager
acknowledges that the restricted period of time specified under this Section
6(b) are reasonable, in view of the nature of the business in which the Company
is engaged and Manager's knowledge of the Company's business and products.
If
such a period of time or geographical location should be determined to be
unreasonable in any judicial proceeding, then the period of time and area of
restriction shall be reduced so that this Agreement may be enforced in such
an
area and during such a period of time as shall be determined to be reasonable
by
such judicial proceeding.
(v) Development
Rights.
The
Manager agrees and declares that all proprietary information including but
not
limited to trade secrets, know-how, patents and other rights in connection
therewith developed by or with the contribution of Manager's efforts during
his
work with the Company shall be the sole property of the Company. Manager shall
keep and maintain adequate and current records (in the form of notes, sketches,
drawings and in any other form that may be required by the Company) of all
such
proprietary information developed by Manager. Manager shall at Company's request
do all things and execute all documents as Company may reasonably require to
vest in Company the rights and protection herein referred to. It is hereby
acknowledged and agreed that the fees payable under this Agreement also
constitutes sufficient consideration for the Manager's obligation
hereunder
Agreed
to
by the Parties as of the 15 day of May 2007.
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IDO
Security Ltd.
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| By: _________________________ | By: _________________________ | ||
| Name: _____________________ | Xxxxx Xxxx | ||
| By: _________________________ | |||
|
Name:
____________________
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