EXHIBIT 10.77
TECHNICAL CONSULTING AGREEMENT
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Made and entered this 10th day of December, 2002
Between:
Travlang Inc., a company incorporated
under the laws of the State of Florida
(Hereinafter: The "Company")
ON ONE PART;
and:
Xxxxxx Xxxx
000 Xxxxx Xx.
Xxxxxxxxx Xxxx, XX 00000
(Hereinafter: The "Technical Consultant")
ON THE SECOND PART;
WHEREAS, the Company is in a start up and development phase and
requires significant technical consulting, advice, and expertise;
WHEREAS, the Technical Consultant has significant experience in
the Respective technical 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 Technical
Consultant to assist the Company in providing those technical consulting
services and advice relating to the operations of the Company in the United
States (Hereinafter: "Services");
WHEREAS the Technical 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
TECHNICAL CONSULTANT'S AGREEMENT
SECTION 1.1 APPOINTMENT OF TECHNICAL CONSULTANT. The Company
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hereby appoints the Technical Consultant to perform the Services for the benefit
of the Company and the Company hereby authorizes the Technical Consultant to
exercise such powers as provided under this Agreement. The Technical 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
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Agreement, the Technical 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 Technical Consultant to devote his exclusive time, attention and ability to
the business of the Company. During the term of this Agreement, the Technical
Consultant shall, and shall cause each of his agents assigned to performance of
the Services on behalf of the Technical 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 TECHNICAL CONSULTANT. The Technical
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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 TECHNICAL CONSULTANT. In performing the
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Services, the Technical Consultant shall be an independent contractor and not an
employee or agent of the Company, except that the Technical Consultant shall be
the agent of the Company solely in circumstances where the Technical 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
Technical Consultant to provide the Services exclusively to the Company and the
Technical 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 Technical Consultant's behalf and the
Technical 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 TECHNICAL CONSULTANT. In
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consideration for the performance of services previously rendered by Technical
Consultant to the Company and its subsidiaries and in consideration for the
services rendered hereunder, the Company hereby agrees to pay Technical
Consultant the aggregate sum of 5,500,000 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 Technical Consultant in connection with
the Services to be rendered hereunder. Technical Consultant may, from time to
time, deem it to be in the best interests of the Company to retain additional
consultants in connection with certain specific matters. In such event, the
Company hereby agrees to pay any and all fees and expenses of such counsel.
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ARTICLE 3
TERM
SECTION 3.1 EFFECTIVE DATE. This Agreement shall become effective
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on December 1, 2002 (the "Effective Date"), and shall continue for a period of
sixty days (60) days from the Effective Date or until Terminated pursuant to the
terms of this Agreement ("Term").
ARTICLE 4
CONFIDENTIALITY
SECTION 4.1 CONFIDENTIALITY. The Technical Consultant shall not,
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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 Technical 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 Technical Consultant execute an agreement with the Company
regarding the confidentiality of all such information.
SECTION 4.2 OTHER ACTIVITIES. The Technical Consultant shall not
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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,
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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 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
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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.
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SECTION 5.3 BINDING EFFECT; ASSIGNMENT. This Agreement and all of
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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
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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
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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
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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
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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
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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.
Travlang, Inc. Xxxxxx Xxxx
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxx
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Xxxxxx Xxxxxxxxxx President
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