Consulting Agreement
THIS
CONSULTING AGREEMENT
(this
"Agreement" )
, dated
as
of July 11, 2008, by and between
T.O.D. Taste on Demand Inc .
a
Nevada corporation (the "
Company ")
and E.O. Artsiely LTD, Israeli VAT number 513348953 by Mr. Eyal
Artsiely the ("
Consultant ").
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 satisfactory performance
of the Services.
The
Services will be provided in accordance with the schedule set
forth in
Annex B .
|
2.
|
Presentations and Warranties
|
2.1.
The
Consultant declares that -
| |
2.1.1.
|
It
has the knowledge, skills, training, qualifications and experience
required to supply the Services in accordance to this
Agreement.
|
| |
2.1.2.
|
It
is under no obligation, contractual or other, which creates a
conflict of interests with other obligations under this
Agreement.
|
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.
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.
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 $9,600 (excluding VAT) (the "
Consultancy Fee ");
$2,500 of which will be payable within 10 business days of the
agreement signing date hereof and the balance of the Consultancy
Fee will be payable within 10 business days of the date on which
each relevant stage of the Services will be completed as set forth
in Annex B; provided, that if a relevant stage of the Services is
not completed, no Consultancy Fee in respect of such stage will be
payable by the Company to the Consultant.
3.2.
In
addition to the Consultancy Fee, the Consultant shall be
granted 14,286 shares of Common Stock, par value 0.0001 per
share of the Company ("
Stock Compensation "),
which represent additional compensation of $2,000 based 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.
3.3.
The
Company may withhold any amount required to be withheld by it
under applicable Israeli tax law from any payment of the
Consultancy Fee. The Consultancy Fee shall be paid in United
States dollars.
3.4.
The
Consultant shall not be entitled to receive any reimbursement
of expenses whatsoever, other than as decided in writing by
the Company.
This
Agreement shall be in effect until completion of the Services
by the Consultant or earlier termination by the Company, with
or without cause, by providing 30 days' advance written notice
to this effect to the Consultant.
In
such case, all payments required to cover the work that was
done up to the termination notice, will be paid
instantly.
|
5.
|
Confidentiality, Development Rights and
Non-Competition
|
5.1.
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.
5.2.
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 0
.
5.3.
The
Consultant acknowledges
| 
