EXHIBIT 10.78
MARKETING CONSULTING AGREEMENT
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Made and entered this 28 day of February, 2003
Between:
Shelron Group Inc., a company incorporated under the laws of the State of
Delaware
(Hereinafter: The "Company")
ON ONE PART;
and:
Xxxxxx X. Xxx
000 Xxxxx Xxxxx Xxxxx.
Xxxxxxx Xxxxx, XX 00000
(Hereinafter: The "Marketing Consultant")
ON THE SECOND PART;
WHEREAS, the Company is in a start up and development phase and requires
significant Marketing consulting, advice, and expertise;
WHEREAS, the Marketing Consultant has significant experience in the Respective
Marketing areas that will be of benefit to the Company in its on going business,
plans and goals;
WHEREAS, the Company therefore desires to retain the Marketing Consultant to
assist the Company in providing those Marketing consulting services and advice
relating to the operations of the Company in the United States (Hereinafter:
"Services");
WHEREAS the Marketing Consultant has agreed to provide the Services to the
Company on the terms and conditions set forth in this Agreement. NOW THEREFORE
in consideration of the premises and mutual agreements and covenants hereinafter
set forth, the parties hereto agree as follows:
ARTICLE 1
MARKETING CONSULTANT'S AGREEMENT
SECTION 1.1 APPOINTMENT OF MARKETING CONSULTANT. The Company hereby appoints the
Marketing Consultant to perform the Services for the benefit of the Company and
the Company hereby authorizes the Marketing Consultant to exercise such powers
as provided under this Agreement. The Marketing Consultant accepts such
appointment on the terms and conditions herein set forth and agrees to provide
the Services.
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SECTION 1.2 PERFORMANCE OF AGREEMENT. During the term of this Agreement,
the Marketing Consultant shall devote sufficient time, attention, and ability to
the business of the Company, and to any affiliate or successor company, as is
reasonably necessary for the proper performance of the Services pursuant to this
Agreement. Nothing contained herein shall be deemed to require the Marketing
Consultant to devote his exclusive time, attention and ability to the business
of the Company. During the term of this Agreement, the Marketing Consultant
shall, and shall cause each of his agents assigned to performance of the
Services on behalf of the Marketing Consultant, to:
a at all times perform the Services faithfully, diligently, to
the best of his abilities and in the best interests of the Company;
b devote such of his time, labor and attention to the business
of the Company as is necessary for the proper performance of the Services
hereunder.
SECTION 1.3 AUTHORITY OF MARKETING CONSULTANT. The Marketing Consultant
shall have no right or authority, express or implied, to commit or otherwise
obligate the Company in any manner whatsoever except to the extent specifically
provided herein or specifically authorized by the Company.
SECTION 1.4 INDEPENDENT MARKETING CONSULTANT. In performing the Services,
the Marketing Consultant shall be an independent contractor and not an employee
or agent of the Company, except that the Marketing Consultant shall be the agent
of the Company solely in circumstances where the Marketing Consultant must be
the agent to carry out his obligations as set forth in this Agreement.
Nothing in this Agreement shall be deemed to require the Marketing Consultant to
provide the Services exclusively to the Company and the Marketing Consultant
hereby acknowledges that the Company is not required and shall not be required
to make any remittances and payments required of employers under Israeli or
American law on the Marketing Consultant's behalf and the Marketing Consultant
or any of his agents shall not be entitled to the fringe benefits required by
either American or Israeli law and provided by the Company to its employees.
ARTICLE 2
COMPANY'S AGREEMENTS
SECTION 2.1 COMPENSATION OF MARKETING CONSULTANT. In consideration for the
performance of services previously rendered by Marketing Consultant to the
Company and its subsidiaries and in consideration for the services rendered
hereunder, the Company hereby agrees to pay Marketing Consultant the aggregate
sum of 6,000,000 shares of the Company's common stock as full compensation for
the term of this Agreement. Such shares shall be registered with the SEC on a
Form S-8 Registration Statement within 90 days from the date of this Agreement.
The Company hereby agrees to pay on a pre-approval basis reasonable expenses
incurred by Marketing Consultant in connection with the Services to be rendered
hereunder. Marketing Consultant may, from time to time, deem it to be in the
best interests of the Company to retain additional consultants in connection
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with certain specific matters. In such event, the Company hereby agrees to pay
any and all fees and expenses of such counsel.
ARTICLE 3
TERM
SECTION 3.1 EFFECTIVE DATE. This Agreement shall become effective on March
3, 2003 (the "Effective Date"), and shall continue for a period of ninety days
(90) days from the Effective Date or until Terminated pursuant to the terms of
this Agreement ("Term").
ARTICLE 4
CONFIDENTIALITY
SECTION 4.1 CONFIDENTIALITY. The Marketing Consultant shall not, except as
authorized or required by his duties, reveal or divulge to any person or
companies any of the trade secrets, secret or confidential operations, processes
or dealings or any information concerning the organization, business, finances,
transactions or other affairs of the Company, which may come to his knowledge
during the term of this Agreement and shall keep in complete secrecy all
confidential information entrusted to him and shall not use or attempt to use
any such information in any manner which may injure or cause loss, either
directly or indirectly, to the Company's business or may be likely so to do.
This restriction shall continue to apply after the termination of this Agreement
without limit in point of time but shall cease to apply to information or
knowledge, which may come into the public domain.
The Marketing Consultant shall comply, and shall cause his agents to comply,
with such directions, as the Company shall make to ensure the safeguarding or
confidentiality of all such information. The Company may require that any agent
of the Marketing Consultant execute an agreement with the Company regarding the
confidentiality of all such information.
SECTION 4.2 OTHER ACTIVITIES. The Marketing Consultant shall not be
precluded from acting in a function similar to that contemplated under this
Agreement for any other person, firm or company.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1 WAIVER; CONSENTS. No consent, approval or waiver, express or
implied, by either party hereto, to or of any breach of default by the other
party in the performance by the other party of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party of the same or any other
obligations of such other party or to declare the other party in default,
irrespective of how long such failure continues, shall not constitute a general
waiver by such party of its rights under this Agreement, and the granting of any
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consent or approval in any one instance by or on behalf of the Company shall not
be construed to waiver or limit the need for such consent in any other or
subsequent instance.
SECTION 5.2 GOVERNING LAW; JURISDICTION. This Agreement and all matters
arising thereunder shall be governed by the laws of the State of New York
applicable therein without giving effect to the rules respecting conflict of
law, and the parties hereby irrevocably submit to the exclusive Jurisdiction of
the courts in New York, NY (USA) in respect of any dispute or matter arising out
of, or in connection with, this Agreement.
SECTION 5.3 BINDING EFFECT; ASSIGNMENT. This Agreement and all of its
provisions, rights and obligation shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, heirs and legal
representatives. This Agreement may not be assigned by any party except with the
written consent of the other party hereto provided however that any benefit and
Compensation provided herein may be assigned without the consent of the other
party hereto.
SECTION 5.4 ENTIRE AGREEMENT AND MODIFICATION. This Agreement constitutes
the entire agreement between the parties hereto and supersedes all prior
agreements and undertakings, whether oral or written, relative to the subject
matter hereof. To be effective any modification of this Agreement must be in
writing and signed by the party to be charged thereby.
SECTION 5.5 SEVERABILITY. If any provision of this Agreement for any reason
shall be held to be illegal, invalid or unenforceable, such illegality shall not
affect any other provision of this Agreement, but this Agreement shall be
construed as if such illegal, invalid or unenforceable provision had never been
included therein.
SECTION 5.6 HEADINGS. The headings of the Sections and Articles of this
Agreement are inserted for convenience of reference only and shall not in any
manner affect the construction or meaning of anything herein contained or govern
the rights or liabilities of the parties hereto.
SECTION 5.7 FURTHER ASSURANCES. The parties hereto agree from time to time
after the execution hereof to make, do, execute or cause or permit to be made,
done or executed all such further and other lawful acts, deeds, things, devices
and assurances in law whatsoever as may be required to carry out the true
intention and to give full force and effect to this Agreement.
SECTION 5.8 THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person other than the parties hereto and their
permitted successors or assigns, any rights or remedies under or by reason of
this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
Shelron, Inc. Xxxxxx X. Xxx
/s/ Eliron Yaron /s/ Xxxxxx X. Xxx
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Eliron Yaron President
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