EXHIBIT
10.3
MEDIS TECHNOLOGIES
LTD.
805 Third Avenue
New York,
NY 10022
Israel
Fisher
16 Yoni
Netanyahu St.
Givat Shmuel
54423, Israel
Dear
Israel:
Medis
Technologies Ltd., a Delaware corporation (the
“Company”), wishes to engage your services to render
consultation and advisory services with respect to the business and
operations of the Company, on the following conditions (this
“Agreement”):
1. Term
. The term shall be deemed to have commenced as of
December 2, 2008 (the “Effective Date”) and shall be in
effect until terminated by either party upon 15 days prior written
notice (the “Term”).
2.
Consulting Fee . In consideration of your agreement to
provide the Services (as defined below), the Company, through its
Medis El Ltd. subsidiary (“Medis El”), shall pay you
for your services to be rendered pursuant to this Agreement
US$4,000 per month (the “Fee”), commencing as of the
Effective Date. The Fee shall be paid ratably until the end of the
Term at such times as Medis El makes payroll payments to its
employees.
3.
Expenses . In connection with the performance of
Services, the Company shall cause Medis El to reimburse you for all
reasonable and necessary business expenses that have been approved
in advance by the Company in writing. In connection with such
expenses, you shall submit documentation substantiating such
expenses, e.g., receipts, and shall be reimbursed within fifteen
(15) business days of the Company’s receipt of an invoice
together with such substantiating documentation.
4.
Services . You agree to furnish such consulting
services and perform such duties concerning the business and
operations of the Company as the senior executive officers of the
Company, or their designees, may from time to time direct
(collectively, the “Services”). You further agree to
perform the Services in a diligent, prudent and professional
manner.
5.
Independent Contractor . You shall serve as an
independent contractor of the Company in providing the Services
herein, and shall be responsible for payment of all taxes on the
payment of the Fee to you hereunder without deduction for tax
withholding. The Company shall not provide you with, nor shall you
be entitled to, any benefits of employment, including, without
limitation, health insurance, medical insurance, life insurance,
disability insurance or unemployment or workmen's compensation
insurance. This letter agreement shall not be construed to create
between the Company, on the one hand, and you, on the other hand, a
relationship of principal or agent, joint venturers, co partners or
employer and employee, the existence of which is hereby expressly
denied by the Company and you. You are not an agent of the Company
for any purpose whatsoever and shall have no right or authority to
bind the Company or create any obligations, express or implied, on
behalf of or in the name of the Company, unless expressly
authorized in writing to do so.
6.
Confidentiality . In connection with the
Services, you may be provided with confidential information
concerning the Company (the “Confidential
Information”). In furnishing such information, the Company is
relying on your agreement to preserve the confidential nature of
all such information, whether furnished before, on or after the
date of this Agreement. You may not disclose the Confidential
Information to any person or party without the prior written
consent of the Company, in its sole discretion. In the event that
you become compelled by law, rule or regulation, or l
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