EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of February 6,
2002, is by and between InkSure Technologies Inc., a Delaware corporation (the
"Company"), and Xxxx Xxxxxxx ("Executive").
RECITAL
The Company desires to employ Executive, effective as of February 6,
2002 (the "Commencement Date"), on the terms and conditions set forth in this
Agreement, and Executive desires to be so employed.
AGREEMENT
IN CONSIDERATION of the premises and the mutual covenants set forth
below, the parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ Executive as the
Chairman of the Board of the Company, and Executive hereby accepts such
employment, on the terms and conditions hereinafter set forth.
2. Term. The period of employment of Executive by the Company hereunder
(the "Employment Period") shall commence at the Commencement Date and shall
continue through February 6, 2004. The Employment Period may be sooner
terminated by either party in accordance with Section 6 of this Agreement.
3. Position and Duties. During the Employment Period, Executive shall
serve as Chairman of the Board of the Company. Executive shall have those powers
and duties normally associated with the position of Chairman of the Board. In
addition to following the reasonable directives of the Board of Directors,
Executive shall be responsible for reviewing the Company's business plan and
supervising its implementation, advising with respect to matters relating to
mergers and acquisitions, financing and capital structure. Although such
position shall not be full-time, Executive shall devote such business time,
attention and energies to Company affairs as are necessary to fully perform his
duties (other than absences due to illness) for the Company.
4. Place of Performance. Executive shall not be required to move his
principal residence away from the New York City metropolitan area (including New
Jersey) during the Employment Period.
5. Compensation and Related Matters.
(a) Salary. During the Employment Period, the Company shall pay
Executive a base salary of $40,000 per year (the "Base Salary"); provided,
however, that the Base Salary shall be automatically increased to the rate of
$75,000 per year upon the Company receiving aggregate additional equity capital
of $3.0 million (excluding for this purpose funds received upon the exercise of
securities outstanding as of the date hereof) on or before September 6, 2002.
Executive's Base Salary shall be paid in approximately equal installments in
accordance with the Company's customary payroll schedule and practices.
(b) Stock Options:
(i) Grant of Stock Option. Effective as of the Commencement
Date, Executive shall be awarded a stock option (the "Stock Option") to
purchase 478,469 shares of the Company's Common Stock at an exercise
price of $0.966 per share (the "Exercise Price").
(ii) Capitalization. The Company hereby represents and
warrants to the Executive as follows: the Company's authorized capital
stock consists of 10,000,000 shares of Common Stock. There are issued
and outstanding 6,208,349 shares of Common Stock. The Company has
reserved for issuance pursuant to its 2001 Stock Option Plan (the
"Plan") 600,000 shares of Common Stock, and has granted options to
purchase 169,350 shares of Common Stock pursuant to the Plan. Other
than an option to purchase 300,480 shares of Common Stock at an
aggregate exercise price of $150,000 and the options outstanding under
the Plan, there are no outstanding or authorized rights, options,
warrants, convertible securities, subscription rights, conversion
rights, exchange rights or other agreements of any kind that could
require the Company to issue or sell any shares of its capital stock
(or securities convertible into or exchangeable for shares of its
capital stock). There are no preemptive rights on the part of any
holder of capital stock of the Company.
(iii) Vesting. Subject to Section 9 (and subject to
Executive's remaining in continuous employment with the Company), the
Stock Option shall be vested (A) as to 159,489 of the shares
purchasable thereunder on the date hereof, (B) as to an additional
159,489 shares subject to the Stock Option immediately upon the
consummation of a transaction or series of related transactions with
the Tshuva group involving the issuance and sale of the Company's
equity securities at a pre-financing valuation of the Company of at
least $6.0 million resulting in aggregate gross proceeds of at least
$1.0 million to Supercom Ltd. and $150,000 to the Company and (C) as to
an additional 159,491 shares subject to the Stock Option immediately
upon the consummation of a transaction or series of related
transactions involving the issuance of the Company's equity securities
at a pre-financing valuation of the Company of at least $12.0 million
and resulting in aggregate gross proceeds to the Company of at least
$5.0 million (a "Financing") if such Financing is consummated on or
before September 6, 2002. The Stock Option shall vest as to the balance
of the unvested shares on the 15th day after the third anniversary of
the Commencement Date; provided, further, however, all of the shares
subject to the Stock Option shall immediately vest (and subject to
Executive's remaining in continuous employment with the Company): (A)
immediately prior to the effectiveness of a Change of Control (as
defined in Section 7 below) of the Company, or (B) upon the
consummation of a plan relating to the liquidation or dissolution of
the Company.
(iv) Exercise Period. The agreement evidencing the Stock
Option will provide that Executive has ten (10) years from the
Commencement Date to exercise the vested portions of the Stock Option;
provided, however that Executive shall have five years to exercise any
vested portion of the Stock Option following the expiration or
termination of his employment with the Company, after which time the
vested portion of the Stock Option shall be canceled in its entirety.
The parties acknowledge that until an agreement evidencing the Stock
Option is delivered to Executive, the provisions of this Section 5(b)
represent the Company's obligation to issue the Stock Option to
Executive and all other material terms and conditions relating to the
Stock Option.
(c) Expenses. The Company shall promptly reimburse Executive for all
reasonable business expenses upon the presentation of reasonably itemized
statements of such expenses, together with corresponding receipts, in accordance
with the Company's policies and procedures now in force or as such policies and
procedures may be modified with respect to all senior executive officers of the
Company.
(d) Benefit Plans. Executive shall be entitled to participate, to the
extent that he is eligible under the terms and conditions thereof, in any
pension, retirement, hospitalization, health insurance, disability or medical
service plan generally available to the United States executive officers or
employees of the Company that may be in effect from time to time during the
Employment Period. The Company represents to Executive that its health insurance
plan generally permits the coverage of Executive's spouse and minor children,
subject to the terms and conditions thereof. The Company shall be under no
obligation to institute or continue the existence of any such employee benefit
described in this paragraph.
6. Termination. Executive's employment hereunder may be terminated
during the Employment Period under the following circumstances:
(a) Death. Executive's employment hereunder shall terminate upon his
death.
(b) Disability. Executive's employment shall terminate ten (10) days
after Notice of Termination (as defined below) is given due to Executive's
Disability. Executive shall be deemed to have a "Disability" for purposes of
this Agreement if he is unable with reasonable accommodation to perform the
essential functions of his job, by reason of physical or mental incapacity, for
a total period of ninety (90) days in any one-year period. The Company shall
determine, according to the facts then available, whether and when the
Disability of Executive has occurred, and such determination shall be made by
the Company's Board of Directors in the exercise of reasonable discretion.
(c) Cause. The Company shall have the right to terminate Executive's
employment for Cause (as defined). For purposes of this Agreement, the Company
shall have "Cause" to terminate Executive's employment upon:
(i) the failure, neglect or refusal by Executive to
substantially perform any material duty under this Agreement (other
than Sections 10, 11 or 13, which shall be covered by clause (v) below)
or to follow any reasonable directive of the Board of Directors that
remains unremedied for a period of thirty (30) days after the Company
gives written notice to Executive;
(ii) Executive's conviction of, or plea of guilty or nolo
contendere to, any crime constituting a felony;
(iii) Executive's commission of an act of dishonesty, fraud,
misrepresentation or other act of moral turpitude, which in the
reasonable good faith judgment of the Board of Directors constitutes
grounds for termination;
(iv) Executive's willful misconduct provided that the Board of
Directors reasonably determines that such misconduct is injurious to
the business or reputation of the Company or its subsidiaries;
provided, however, that no act, or failure to act, by Executive shall
be considered "willful" unless committed in bad faith and without a
reasonable belief that the act or omission was in the best interests of
the Company; or
(v) a breach by Executive of Sections 10, 11 or 13 of this
Agreement.
(d) Without Cause. Subject to its compliance with the terms of Section
8 and the other provisions of this Agreement, the Company shall have the right
to terminate Executive without Cause and such termination shall not in and of
itself be deemed to be a breach of this Agreement.
(e) Good Reason. Executive may terminate his employment for "Good
Reason" within thirty (30) days after Executive has actual knowledge of the
occurrence, without the written consent of Executive, if one of the following
events that has not been cured within thirty (30) days after written notice
thereof has been given by Executive to the Company:
(i) the assignment to Executive of duties materially and
adversely inconsistent with Executive's status and position or a
material and adverse alteration in the nature of Executive's duties
and/or responsibilities, reporting obligations, titles or authority;
(ii) a reduction by the Company in Executive's Base Salary or
a failure by the Company to pay any such amounts when due;
(iii) the Company's failure to provide the Stock Option or the
Company's material breach of one or more of the stock option agreements
pursuant to which the Stock Option was issued to Executive; or
(iv) the Company's failure to substantially provide any
material employee benefits due to be provided to Executive.
Executive's continued employment during the thirty (30) day period
referred to above in this paragraph (e) shall not constitute Executive's consent
to, or a waiver of rights with respect to, any act or failure to act
constituting Good Reason hereunder.
(f) Without Good Reason. Executive shall have the right to terminate
his employment hereunder without Good Reason (which shall be defined as any
reason not listed in Section 6(e)) by providing the Company with a Notice of
Termination, and such termination shall not in and of itself be deemed to be a
breach of this Agreement.
7. Change of Control. For purposes of this Agreement, a "Change in
Control" of the Company means at any time after the Commencement Date, other
than pursuant to a Financing (as defined above), any person (as defined in
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended ("the
Exchange Act")), or group (as defined in Section 13(d)(3) and 14(d)(2) of the
Exchange Act) other than the Tshuva group and stockholders of the Company as of
the Commencement Date becomes the Beneficial Owner (as defined below), directly
or indirectly, of 50% or more of the total voting stock of the Company,
including by way of merger, consolidation or otherwise.
The term "Beneficial Owner" means a beneficial owner as defined in
Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules), other
than the provisions of such rules that a person shall be deemed to have
beneficial ownership of all securities that such person has a right to acquire
within 60 days; provided, however, that a person will not be deemed a beneficial
owner of, or to own beneficially, any securities if such beneficial ownership
(1) arises solely as a result of a revocable proxy delivered in response to a
proxy or consent solicitation made pursuant to, and in accordance with, the
Exchange Act, and (2) is not also then reportable on Schedule 13D or Schedule
13G (or any successor schedule) under the Exchange Act.
8. Termination Procedure.
(a) Notice of Termination. Any termination of Executive's employment by
the Company or by Executive during the Employment Period (other than termination
pursuant to Section 6(a)) shall be communicated by written Notice of Termination
(as defined below) to the other party hereto in accordance with Section 17
below. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated.
(b) Date of Termination. "Date of Termination" shall mean (i) if
Executive's employment is terminated by his death, the date of his death, (ii)
if Executive's employment is terminated pursuant to Section 6(b), ten (10) days
after Notice of Termination and (iii) if Executive's employment is terminated
for any other reason, the date on which a Notice of Termination is given or any
later date set forth in such Notice of Termination.
9. Compensation Upon Termination. If Executive's employment terminates
during the Employment Period, the Company shall provide Executive with the
payments and benefits set forth below.
(a) Termination By the Company Without Cause or By Executive for Good
Reason. If Executive's employment is terminated hereunder by the Company other
than for Cause, Disability or Death (including, without limitation, if an
arbitrator determines that Executive's employment was terminated hereunder by
the Company other than for Cause or Disability), or by Executive for Good
Reason:
(i) the Company shall pay to Executive in a lump sum a
severance payment equal to the amount of Base Salary payable to
Executive for a twelve (12) month period;
(ii) the Company shall reimburse Executive pursuant to Section
5(c) for reasonable expenses incurred, but not paid prior to such
termination of employment;
(iii) Executive shall be entitled to any other rights,
compensation and/or benefits as may be due to Executive in accordance
with the terms and provisions of any agreements, plans or programs of
the Company through and including the Date of Termination; and
(iv) the Stock Option shall become fully vested as of the Date
of Termination.
If the Company concurrently executes a general release (in a form
reasonably acceptable to the Executive) of all known and unknown claims that the
Company and persons affiliated with the Company may then have against the
Executive and the Company agrees not to prosecute any legal action or other
proceeding based upon any of such claims, payment of the severance payment
provided for in (a)(i) above will be conditional upon Executive's execution of a
general release (in a form reasonably acceptable to the Company) of all known
and unknown claims under this Agreement (other than as a stockholder or option
holder) that Executive may then have against the Company or persons affiliated
with the Company and the Executive having agreed not to prosecute any legal
action or other proceeding based upon any of such claims. The foregoing
notwithstanding, upon the written election of Executive, in his sole discretion,
the total of the benefits payable under this Section 9(a) shall be reduced to
the maximum after tax payment (as determined by Executive and agreed to by the
Board) to the extent the payment of such amounts would cause Executive's total
termination benefits (as determined by Executive's tax advisor) to constitute an
"excess" parachute payment under Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and by reason of such excess parachute payment
Executive would be subject to an excise tax under Section 4999(a) of the Code.
If Executive fails to make the election described in this paragraph, no
reduction in the termination benefits payable to Executive shall be made.
(b) Termination for Cause, Disability, Death or By Executive Without
Good Reason. If Executive's employment hereunder is terminated by the Company
prior to the expiration of the Employment Period for Cause, Disability or by
Executive (other than for Good Reason) or due to Executive's death:
(i) the Company shall pay Executive (or his estate) his Base
Salary through the Date of Termination, as soon as practicable
following the Date of Termination;
(ii) the Company shall reimburse Executive pursuant to Section
5(c) for reasonable expenses incurred, but not paid prior to such
termination of employment, unless such termination resulted from a
misappropriation of Company funds;
(iii) Executive shall be entitled to any other rights,
compensation and/or benefits as may be due to Executive in accordance
with the terms and provisions of any agreements, plans or programs of
the Company through and including the Date of Termination; and
(iv) the unvested portion of the Stock Option shall
immediately cease to vest and be automatically terminated.
10. Confidentiality. Executive shall regard and retain as confidential,
and will not divulge to any third party or use for any purpose other than for
the benefit of the Company in connection with the fulfillment of the Executive's
duties under this Agreement or with the prior written consent of the Board, any
information concerning the Company, including without limitation, trade secrets,
strategies, studies, know-how, techniques, marketing plans and opportunities,
cost and pricing data, forecasts, customer lists, developments, improvements,
discoveries, patents, patent applications, technologies, processes, research,
methods, procedures, designs, models, testing systems, computer software and
programs (including source code and related documentation), test and/or
experimental data and results, laboratory notebooks, drawings, technical
information or any proprietary materials or information that he has acquired
while providing the services to the Company, or related to the services provided
under this Agreement ("Confidential Information"), or any information identified
by the Company or any of its affiliates as Confidential Information. Nothing in
this Agreement is intended to grant any rights to Executive under any patent,
mask work, or copyright of the Company, nor shall this Agreement grant Executive
any right in or to Confidential Information except as expressly set forth
herein. Like all Company employees, Executive will be required, as a condition
to his employment with the Company, to sign and comply with the Company's
standard Proprietary Information and Inventions Assignment Agreement (in the
form executed by the Executive concurrently with this Agreement).
11. Non-Solicitation/Non-Interference and Non-Competition.
(a) During the Employment Period and for a period of twelve (12) months
thereafter, neither Executive nor any of his affiliates shall, whether for his
own account or for the account of any other person (a) endeavor to entice away
from the Company or any of its affiliates, or otherwise interfere with the
relationship of the Company or any of its affiliates with (i) any person,
entity, lessor, licensor, manufacturer, supplier or other business organization
which is or becomes employed by or otherwise engaged to perform services for the
Company or any of its affiliates, or (ii) any person or entity that is or
becomes a customer, client or licensee of the Company or any of its affiliates
on the date hereof or at any time during the Employment Period, or (b) interfere
with or solicit with a view toward enticing from the Company any person who is
or becomes an employee or consultant on the date hereof or at any time during
the Employment Period.
(b) During the Employment Period and for a period of twelve (12) months
thereafter, neither Executive nor any entity of which the Executive is the
Beneficial Owner of 25% or more of such entity's total voting stock shall,
whether for compensation or without compensation, directly or indirectly, as an
owner, individual proprietor, principal, partner, employee, stockholder,
director, officer, independent contractor, consultant, joint venturer, investor,
licensor, lender or in any other capacity whatsoever, alone, or in association
with any other person, carry on, be engaged or take part in, or render services
or advice to, own, share in the earnings of, invest in the stocks, bonds or
other securities of any person (other than the Company) engaged in the
Restricted Activities in the Restricted Areas. "Restricted Activities" shall
mean brand protection through RF tagging and the tracking and tracing of
chemical solutions. "Restricted Areas" shall mean the United States, Europe and
Israel. Notwithstanding the foregoing, Executive shall not be deemed to have
breached his obligations under this Section 11(b): (i) through the record or
beneficial ownership by Executive or his affiliates of any investment in any
corporation having securities that are publicly traded on a national securities
exchange or in the over-the-counter market or any entity that derives less than
10% of its revenues from the Restricted Activities in the Restricted Areas or
(ii) by serving as a director, employee, independent contractor, consultant,
licensor, lender or other capacity to any entity that derives less that 10% of
its revenues from the Restricted Activities in the Restricted Areas provided
that Executive's capacity with such entity is not directly related to such
Restricted Activities.
12. Remedies. Executive acknowledges and agrees that the covenants set
forth in Sections 10 and 11 of this Agreement (collectively, the "Restrictive
Covenants") are reasonable and necessary for the protection of the proprietary
interests and other legitimate business interests of the Company and its
affiliates, that irreparable injury will result to the Company and its
affiliates if Executive breaches any of the Restrictive Covenants, and that in
the event of Executive's actual or threatened breach of any such Restrictive
Covenants, the Company and its affiliates will not have an adequate remedy at
law. Executive accordingly agrees that in the event of any actual or threatened
breach by Executive of any of the Restrictive Covenants, notwithstanding the
obligation to seek arbitration under this Agreement pursuant to Section 15, the
Company and its affiliates shall be entitled to injunctive relief, specific
performance and other equitable relief, without bond and without the necessity
of showing actual monetary damages, subject to hearing as soon thereafter as
possible. Nothing contained herein shall be construed as prohibiting the Company
and its affiliates from pursuing any other remedies available to them for such
breach or threatened breach, including but not limited to the recovery of
damages. Any provision of Section 11 that is prohibited or declared
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability, without invalidating
the remaining provisions hereof or affecting the validity or enforceability of
such provision in any other jurisdiction. If any court determines that any of
the noncompetition covenants, or any part thereof, contained in Section 11 are
unenforceable because of the duration of such provision or the product area
covered thereby, such court shall have the power, and the parties intend and
desire that such court exercise such power, to reduce the duration or coverage
of such provision to the minimum extent necessary to render such provision
enforceable, and in its reduced form, such provision shall then be enforceable
and shall be enforced.
13. No Conflicting Obligations. Executive represents that the services
to be provided by him to the Company will not require him to violate or breach
any obligation to or agreement or confidence with any previous employer or any
other third party.Executive will not disclose to the Company any confidential
information or material belonging to a third party, including that belonging to
any prior or present employer or contractor, unless Executive has first received
the written approval of that third party and presents such approval to the
Company.
14. Indemnification. If Executive requests that the Company obtain a
reasonable director's and officer's liability insurance policy from a reputable
insurer with at least $5.0 million of coverage, or that the Company enter into
reasonable directors and officers indemnification agreement with Executive, the
Board of Directors will use its good faith efforts to do so.
15. Arbitration. Subject to Section 12, any controversy between
Executive and the Company involving the construction or application of any of
the terms, provisions or conditions of this Agreement, including, without
limitation, the determination of whether a "Disability" or "Cause" existed under
Section 6(b) or 6(c) of this Agreement at the time of any termination, shall, on
the written request of either party served on the other in accordance with
Section 17 below, be submitted to binding arbitration. EACH PARTY, BY SIGNING
THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH
PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING
THE RIGHT TO A JURY TRIAL. The arbitration shall comply with and be governed in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA"). The arbitration will be conducted only in New York, New
York, before a single arbitrator selected by the parties or, if they are unable
to agree on an arbitrator, before an arbitrator selected by the AAA. The
arbitrator shall have full authority to order specific performance and award
damages and other relief available under this Agreement or applicable law, but
shall have no authority to add to, detract from, change or amend the terms of
this Agreement or existing law. All arbitration proceedings, including
settlements and awards, shall be confidential. The decision of the arbitrator
will be final and binding, and judgment on the award by the arbitrator may be
entered in any court of competent jurisdiction. THIS SUBMISSION AND AGREEMENT TO
ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE. The arbitrator will have no power to
ignore or vary the terms of this Agreement and any other agreement between
Executive and the Company and will be bound to apply controlling law. The
arbitrator shall award to the party which it views as prevailing in any such
arbitration the costs of arbitration, including reasonable attorney's fees and
costs, from the losing party.
16. Successors; Binding Agreement. No rights or obligations of the
Company under this Agreement may be assigned or transferred except that, without
limiting Executive's rights under this Agreement upon a Change of Control, the
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as herein before defined and any
successor to its business and/or assets (by merger, purchase or otherwise) which
executes and delivers the agreement provided for in this Section 16 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. No rights or obligations of Executive under this Agreement may
be assigned or transferred except that upon Executive's death, all rights of
Executive hereunder shall inure to the benefit of Executive's estate in
accordance with applicable laws of descent and distribution.
17. Notices. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered either personally or by
United States certified or registered mail, return receipt requested, postage
prepaid, or overnight courier addressed as follows:
If to Executive:
Xxxx Xxxxxxx
000 Xxxx Xxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
If to the Company:
InkSure Technologies Inc.
0 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt. Each such notice or other communication shall
for all purposes of this Agreement be treated as effective or having been given
(i) when delivered if delivered personally, (ii) if sent by mail, at the earlier
of its receipt or seven business days after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and postage prepaid as aforesaid, or (iii) if sent by overnight
courier, one day after the same has been deposited with a nationally recognized
courier service.
18. Waiver. No provisions of this Agreement may be amended, modified,
or waived unless such amendment or modification is agreed to in writing signed
by Executive and by a duly authorized officer of the Company (other than
Executive), and such waiver is set forth in writing and signed by the party to
be charged. No waiver by either party hereto at any time of any breach by the
other party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
19. Survival. Except as otherwise expressly set forth herein, the
respective rights and obligations of the parties under this Agreement shall
survive Executive's termination of employment and the termination of this
Agreement to the extent necessary for the intended preservation of such rights
and obligations.
20. Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without regard to its conflicts of law principles.
21. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument. Facsimile signatures will
be deemed to be effective originals hereunder.
23. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in respect of such
subject matter. Any prior agreement of the parties hereto in respect of the
subject matter contained herein is hereby terminated and canceled.
24. Withholding. All payments hereunder shall be subject to any
required withholding of Federal, state and local taxes pursuant to any
applicable law or regulation.
25. Section Headings. The section headings in this Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
INKSURE TECHNOLOGIES INC.
By:
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Name:
Title:
By:
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Name:
Title:
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XXXX XXXXXXX
