EXHIBIT 10.77
TECHNICAL CONSULTING AGREEMENT
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Made and entered this 28 day of February, 2003
Between:
Shelron Group Inc., a company incorporated under the laws of the State of
Delaware
(Hereinafter: The "Company")
ON ONE PART;
and:
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(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 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 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 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 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 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 7,000,000 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
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with certain specific matters. In such event, the Company hereby agrees to pay
any and all fees and expenses of such counsel.
ARTICLE 3
TERM
SECTION 3.1 EFFECTIVE DATE. This Agreement shall become effective on March
3, 2003 (the "Effective Date"), and shall continue for a period of ninety days
(90) 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, 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 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, 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
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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 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.
SECTION 5.3 BINDING EFFECT; ASSIGNMENT. This Agreement and all of 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 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 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 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 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 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.
Shelron, Inc. ▇▇▇▇▇▇ ▇▇▇▇
/s/ Eliron Yaron /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Eliron Yaron President
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