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EXHIBIT 4.12
Consulting and Management Services
Agreement
This Management Services
Agreement (this “ Agreement ”) is made and
entered into as of January 1, 2004 by and between Franz Kalff GmbH
(“ Franz Kalff ”) a private German company and
Robomatix Technologies Ltd. a public Israeli company (“
Robomatix ”).
Whereas,
Franz Kalff
desires to retain the consulting and management services of
Robomatix pursuant to the terms and conditions set forth in this
Agreement, and Robomatix agrees to provide such consulting and
management services to Franz Kalff on such terms and
conditions;
Now, Therefore, in consideration of the covenants
and conditions hereinafter set forth, the parties hereby agree as
follows:
1.
Scope of
Services
1.1.
During the term
of this Agreement Robomatix shall provide Franz Kalff with
consulting and management services with respect to Franz
Kalff’s business as detailed below:
1.1.1
Expansion into
new markets;
1.1.2
Financing;
1.1.3
Organizational
restructuring;
1.1.4
Assistance in
obtaining new products for sale related to the Company's
business;
1.1.5
Development of
business relationships with export countries (excluding
Germany);
1.1.6
Such other
services as shall be agreed upon between the parties from time to
time.
Collectively
the “ Management Services ”.
1.2.
By rendering
the Management Services hereunder, Robomatix shall cooperate with
Franz Kalff and utilize a professional skill and diligence to
provide the expertise required in connection with such services.
The Management Services are to be provided by Mr. Zvi Barinboim,
Mr. Amit Goldwasser and Mr. Yochi Korman.
2.
Consideration
2.1.
In
consideration of the performance of the Management Services
hereunder Franz Kalff shall pay to Robomatix management fees on an
arm’s length basis (the “Management Fees
”). The monthly Management Fees will be at the amount of
twelve thousand Euros (€12,000). The Management Fees for the
year 2004 shall be paid on March 30, 2005 and the Management Fees
for the year 2005 and thereafter shall be paid in quarterly
installments of thirty six thousand Euros (€36,000). Each
quarterly ins
