Exhibit 10.1
AGREEMENT
This AGREEMENT ("Agreement") is made as of October 1,
2003, by and between Inrob Ltd., a company organized and
existing under the laws of Israel, from 2 Haprat Street,
Yavne, Israel 81827 ("Company") and between Mr. Ben-Tsur
Joseph, an Israeli individual, ID 056031123, from 10 Topaz
Street, Shoham 73142, Israel on behalf of a company or
companies under his control ("Joseph").
Whereas Subject to the terms and conditions herein
contained, the Company is interested in receiving
management services from Joseph's Companies, as
defined hereunder, and Joseph's Companies are
interested in providing such services to the
Company;
NOW, THEREFORE, the parties hereby agree as follows:
1. Joseph will cause a company or companies under his
control (Hereinafter: "Joseph's Companies") to be chosen by
Joseph from time to time, to provide the Company with
management services, and the Company shall retain from
Joseph and Joseph's Companies such services; said services
to be of nature and scope as shall be required by the
Company from time to time ("Services"). It is hereby made
clear that Joseph shall be the sole representative of
Joseph's Companies' authorized to provide the Services; and
that Joseph's Companies' shall not appoint any other
representative to provide the Services.
2. In consideration for providing the Services, the
Company shall pay the relevant company which provided the
Services at such time a fixed monthly sum of $15,000
(fifteen thousand US Dollars) + VAT during the period
commencing on October 1, 2003 and terminating on September
30, 2004 and the fixed sum of $20,000 (twenty thousand U.S.
Dollars) + VAT for every month thereafter at the rate
provided by law, shall be added to payments). The said fees
shall be payable no later than the 10th (tenth) of each
month, for Services provided during the previous month.
3. In addition, the Company shall provide Joseph's
Companies' representative, chosen by Joseph's Companies to
grant the Services to Inrob, with two vehicles and two
cellular phones all related expenses of which will be
incurred by the Company, including all taxes payable
thereon. It is hereby made clear that neither Joseph nor
Joseph's Companies shall be entitled to receive any
repayment for their expenses whilst providing the Services,
including with regards to required travels abroad, except in
accordance with Company Policy.
4. Other than as expressly provided herein, neither Joseph
nor Joseph's Companies shall be entitled to receive any
other payments or commissions for providing the Services to
the Company.
5. Each party may terminate this Agreement by way of
written notice, at least 3 (three) months in advance.
6. In performing their respective services and/or
obligations hereunder, the parties shall operate as and have
the status of independent contractors and shall not act as
or be an agent or employee of one another. Neither party
shall have any right or authority or assume or create any
obligations or make any representations or warranties on
behalf of the other party, whether expressed or implied, or
to bind the other party in any respect whatsoever.
7. Neither Joseph nor his Companies shall have any right
to assign their rights or to delegate their duties contained
in this Agreement, and any such assignment or delegation
shall be null and void.
8. This Agreement supersedes all previous understandings
and/or agreements between the parties with regard to its
subject matter. This Agreement embodies the entire
understanding of the parties with regard to its subject
matter and there are no promises, terms, conditions or
obligations, oral or written, expressed or implied, other
than those contained herein. This Agreement cannot be
modified or changed except by written instrument signed by
both of the parties hereto.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel, without
giving effect to conflict of law principles. The courts of
Tel-Aviv, Israel shall have exclusive jurisdiction over all
matters relating to this Agreement, its validity,
interpretation or enforcement.
10. Use of the plural form in this Agreement shall also
mean single; and vise versa.
11. Any notices required or permitted to be given by either
party under this Agreement shall be in writing and sent by
certified mail or hand delivered or by facsimile to the
parties' respective addresses first written above. Such
notices will be effective upon (1) receipt if sent by
certified mail, postage prepaid, or (2) delivery if
delivered by hand (3) receiving of delivery print out and
subject to a telephone confirmation.
IN WITNESS THEREOF THE PARTIES HAVE EXECUTED THIS
AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE
/s/ Ben-Tsur Joseph /s/ Ben-Tsur Joseph
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COMPANY JOSEPH