Consulting Agreement
X.X.X.
Taste on Demand Inc. – Consulting Agreement
THIS
CONSULTING AGREEMENT (this
"Agreement"),
dated as
of May
25th, 2008, by and between
X.X.X. Taste on Demand Inc. a
Nevada
corporation (the "Company")
and
Xx. Xxxxx Xxxxxx, Israeli ID number 53905469 the ("Consultant").
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1.
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The
Services
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The
Consultant shall provide the Company with the services described in Annex
A
attached
hereto (the "Services").
The
Consultant shall perform the Services in a diligent, timely, faithful,
responsible, competent and trustworthy manner and shall exercise due
professional care. The Consultant shall devote to the Company such amount of
time necessary for satisfactorily perforce of the Services.
The
Services will be provided in accordance with the schedule set forth in
Annex
B.
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2.
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Presentations
and Warranties
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| 2.1. |
The
Consultant declares that –
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2.1.1.
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It
has the knowledge, skills, training, qualifications and experience
required to supply the Services in accordance to this
Agreement.
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2.1.2.
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It
is under no obligation, contractual or other, which creates a conflict
of
interests with other obligations under this
Agreement.
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| 2.2. |
The
Consultant undertakes not to enter any contractual relation during
the
term of this Agreement which might create a conflict of interests
with the
Consultant's obligations hereunder or with the interests of the
Company.
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| 2.3. |
The
Consultant acknowledges that it is aware that the Company is a reporting
company under the 1934 Exchange Act and that it may be required to
disclose the terms of this Agreement and to file this Agreement with
the
United States Securities and Exchange Commission.
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3.
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Compensation
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| 3.1. |
In
consideration for the performance of the Services by the Consultant,
the
Company shall pay the Consultant a total sum of up to $5,000 (the
"Consultancy
Fee");
$2,500 of which will be payable within ten business days of the date
hereof and additional $2,500 will be payable within ten business
days of
the date on which the Consultant consummates development of the products
(stage 5 in Annex B).
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| 3.2. |
In
addition to the Consultancy Fee, the Consultant shall be granted
17,857
shares of Common Stock, par value 0.001 per share of the Company
("Stock
Compensation"),
which represents additional compensation of $2,500 based on a price
per
share of Common Stock of $0.14. The Consultant acknowledges that
the Stock
Compensation is comprised of restricted securities that are subject
to
certain limitations on transferability based on applicable securities
laws.
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During
the period
commencing 12 months following the date hereof and ending 24 months following
the date hereof, the Consultant shall have the option to require the Company
to
purchase from him the Stock Compensation for an aggregate consideration of
$2,500.
| 3.3. |
The
Company may withhold any amount required to be withheld by it under
applicable tax law from any payment of the Consultancy Fee. The
Consultancy Fee shall be paid in United States dollars.
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| 3.4. |
The
Consultant shall not be entitled to receive any reimbursement of
expenses
whatsoever, other than as decided in writing by the
Company.
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4.
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Confidentiality,
Development Rights and Non-Competition
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Confidentiality:
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| 4.1. |
The
Consultant shall maintain any and all Confidential Information (as
defined
below) in strict confidence at all times and shall not, directly
or
indirectly, publish, reveal, or otherwise disclose or make available
such
Confidential Information to any person or entity and not to use the
Confidential Information for any purpose other than for the performance
of
his Services hereunder without obtaining the Company's advanced written
consent. For purposes of this Agreement, "Confidential
Information"
shall mean any and all non-public information in whatever form or
media
relating to the Company, including without limitation any commercial
and
financial information, technical information, know-how and trade
secrets,
information regarding customers, suppliers, business partners,
etc.
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| 4.2. |
Upon
the Company’s request or upon termination of this Agreement, according to
the earlier, the Consultant shall return to the Company any and all
documents and other tangible materials containing Confidential Information
and shall erase or destroy any computer or data files containing
such
Confidential Information, such that no copies or samples of Confidential
Information shall remain with him. Upon request by the Company, the
Consultant shall certify in writing that it has fully complied with
the
provisions of this Section 4.
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| 4.3. |
The
Company realizes and acknowledges that the Consultant is presently
and for
years has been dealing with various factors, and will continue to
do so
during and after the engagement hereunder, in the development and
production of beverages including water, flavored water, functional
drinks
possessing various qualities, in varied packaging, based on a blend
of raw
materials and plants, as well as other types of beverages and foods,
in
this country and overseas; and the Company will not at present, nor
in the
future, entertain any objections or claims regarding these
dealings.
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Development
Rights:
| 4.4. |
The
Consultant acknowledges that all inventions, developments, mask works,
trade secrets, modifications, ideas, techniques, know-how, designs,
proprietary information, whether or not patentable or otherwise
protectable, and all intellectual property associated therewith,
which are
invented, made, developed, discovered or conceived, in whole or in
part,
by it, independently, or jointly with others, (i) within the framework
of
providing the Services hereunder; or (ii) with the use of any Company’s
equipment, supplies, facilities, or proprietary information; shall
be the
sole and exclusive property of the Company (all of the above: the
"IP
Rights").
The Consultant shall have no rights, claims or interest whatsoever
in or
with respect to the IP Rights. The Consultant hereby irrevocably
and
unconditionally assigns to the Company any and all rights and interests
in
or to the IP Rights.
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2
The
provisions of this Sections 4
shall
survive the expiration or any termination of this Agreement.
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5.
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Relationship
of the Parties.
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The
Company and the Consultant agree that the Consultant is an "independent
contractor" and neither this Agreement nor the performance hereof shall be
construed as creating between the Company and the Consultant, any partnership,
joint venture, employment relationship or any other similar relationship, and
neither party hereto shall be liable for the debts or obligation of the other.
Except
as
specifically provided in this Agreement, the Consultant shall not act and shall
not represent himself as a representative of the Company and shall not make
any
commitment to enter into any agreement or take obligation on behalf of the
Company, unless expressly so authorized in writing by the Company.
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6.
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Miscellaneous
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| 6.1. |
This
Agreement may be modified, canceled, renewed or extended, and the
terms
and covenants hereof may be waived, only by a written instrument
executed
by both parties. The failure of any party, at any time or times,
to
require performance of any provision of this Agreement shall in no
manner
affect the right of such party, at a later time, to enforce the same.
No
waiver by any party of the breach of any term or covenant, whether
by
conduct or otherwise, in any one or more instances, shall be deemed
to be,
or construed as, a further or continuing waiver of any breach, or
a waiver
of the breach of any other term or
covenant.
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| 6.2. |
The
parties agree and confirm that all matters relating to the validity,
interpretation, implementation and enforcement of this Agreement,
and the
rights, duties and obligations thereof pursuant hereto, shall be
governed
solely by the laws of the State of Nevada. Exclusive jurisdiction
with
respect to any matter arising from or related to this Agreement shall
rest
with the competent courts in the State of Nevada
only.
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| 6.3. |
Neither
this Agreement nor any right or interest hereunder shall be assignable
or
transferable by the Consultant, its beneficiaries or legal
representative.
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| 6.4. |
This
Agreement constitutes the entire agreement and understanding of the
parties relating to the subject matter hereof and supersedes all
prior
understanding between the parties both oral and written regarding
such
subject matter.
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| 6.5. |
The
Consultant agrees to perform all further acts and execute, acknowledge
and
deliver any documents that may be necessary to carry out the provisions
of
this Agreement (including the assignment of the IP Rights to the
Company).
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| 6.6. |
This
Agreement may be executed in several counterparts, each of which
shall be
deemed an original but all of which shall constitute one and the
same
instrument.
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of page intentionally left blank]
3
In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed on this
day.
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___________________________
X.X.X.
Taste on Demand Inc.
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___________________________
The
Consultant
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/s/
Xxxxx Xxxxxx
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/s/
Xxxxx Xxxxxx
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4
Annex
A – Services
The
Company is engaged in the development of special products that will enable
liquids to be flavored or mixed with materials when poured from their original
container (e.g. bottled water). The product developed by the Company will enable
the production or mixture of such liquids with more than one flavor or material
and the addition (flavor or material) will be recognized in the poured liquid
(and not in original container). The products of the Company may be implemented
in a variety of different ways, including without limitations, addition of
alcohol to regular drinks, baby formulas to water, flavors to water and vitamins
to water.
| § |
Development
of prototypes of special candies in different flavors. The
candies
will be located in a special plastic product to be supplied by
the Company
that will be an add-on to bottled water and through which the water
would
run and absorb the flavors of the candies.
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| § |
Development
of the selected components of the candies, from the planning
stage
until final completion of the candies in all its
aspects.
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| § |
Provision
of information required to make decisions regarding the
appropriate
development of flavors.
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| § |
Supply
of all variables required to develop the special plastic
product
(precise volume, size, etc.) that will carry the candies and to
assist the
product development team.
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| § |
Advice
regarding technological factors in all matters pertaining
to the
foodstuff content of the candies.
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| § |
The
Consultant will accompany the production and packaging of
the
product, both in the plant owned by Side B as well as with the
subcontractors.
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| § |
The
Consultant will report, upon request, to the Company on
progress
and/or developments pertaining to the evolution of the
product.
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5
Annex
B – Schedule
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WEEKS
–accum
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1.
Defining the products, their designation, components, physical structure
and principal components
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4
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2.
Planning bottle cap and building prototypes
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10
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3.
Ordering samples and raw materials
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-
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4.
Locating compression capability and production of suitable
molds
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5.
Holding trials and tasting tests – for cap and bottle
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16
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approx.
16 weeks (4 to 5 months)
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6
