Consultancy Agreement, as of September 1, 2006, between ECI Telecom Ltd. and Niel Ransom
Exhibit
4.(c)10
as
of
September 1, 2006,
between
ECI
Telecom Ltd.
and
Xxxx
Xxxxxx
___________________
AGREEMENT
Made
as
of the first day of September, 2006
By
and
between
ECI
Telecom Ltd. with offices at 00, Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx
(“ECI”)
and
Xxxx
Xxxxxx, Ransomshire Assoc., Inc., 000 Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX
00000, XXX (“Consultant”)
Declarations
| 1. |
ECI
requires certain consulting services.
|
| 2. |
Consultant
is willing and able to provide such
services.
|
The
parties agree as follows:
1.
Services
| a. |
Consultant
will provide ECI with consulting services regarding its strategy and
business development, as well as such other services as ECI may reasonably
request from time to time (hereinafter the “Services”). Consultant will
dedicate at least 2 days per month to the performance of the
Services.
|
| b. |
Consultant
will report to ECI with respect to Services rendered, including the
hours
devoted and activities undertaken in connection therewith, in such
form
and at such intervals as ECI may reasonably
require.
|
| c. |
In
carrying out the Services, Consultant will not have, and will not purport
to have, the authority to make any undertaking on behalf ECI or to
bind it
in any way.
|
| 2. |
Remuneration/Expenses
|
| a. |
As
consideration for the Services, ECI will pay Consultant a monthly fee
of $
4,000 (four thousand dollars).
|
| b. |
ECI
will reimburse Consultant for reasonable travel and other expenses
incurred by him in rendering the Services, in accordance with ECI’s
policies in effect from time to time.
|
1
| 3. |
Term/Termination
|
| a. |
This
agreement shall enter into effect as of the date first written above
and
remain in effect until 31 August 2007; provided however that it may
be
terminated by either party upon 60 days written
notice.
|
| b. |
This
agreement may be terminated by either party with immediate effect,
if the
other party, having committed a material breach hereof, shall fail
to
correct the same within fifteen days of written notice
thereof.
|
4.
Intellectual Property
The
Consultant acknowledges that any reports, analyses or results obtained in
connection with the Services and all rights to intellectual property in
connection therewith are ECI’s exclusive property.
| 5. |
Confidentiality
|
Consultant
undertakes that as long as this agreement is in force and indefinitely
thereafter, he will not reveal to any person or entity, any confidential
information pertaining to ECI, its business, customers, suppliers, financial
condition or business plans. Furthermore, the Consultant agrees not to use
such
confidential information for any purpose other than the performance of his
obligations hereunder.
Upon
termination of this agreement, for whatever reason, the Consultant undertakes
to
deliver to ECI all documents and confidential information in his possession
relating to ECI.
6.
Non-Competition
Consultant
undertakes that during the term of this agreement he will not directly or
indirectly provide services of any kind to any person or entity in competition
with the business conducted by ECI.
7.
No Assignment
This
agreement is personal to Consultant. He may not assign any of his rights or
obligations without the prior written consent of ECI.
8.
No Waiver
No
waiver
(whether expressed or implied) of any of the provisions of this Agreement or
any
default in performing any of these provisions shall constitute a continuing
waiver and no waiver shall prevent any party from acting upon any subsequent
breach of or default by any other party under any of the provisions of this
Agreement.
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9.
No Employment Relationship
Nothing
contained herein shall be deemed to create an employer/employee relationship.
Consultant is an independent consultant, acting for his own account. Without
affecting the generality of the following, Consultant shall pay any tax or
other
obligatory charge related to his rendering of the Services.
10.
Sole Agreement
This
Agreement constitutes the entire understanding between the parties with respect
to the subject matter hereof. Any prior understanding, undertakings or
representations, written or oral, shall be of no force or effect. This Agreement
may be amended only by a document signed by the parties hereto.
11.
Governing Law
This
Agreement shall be governed by the laws of North Carolina. Without affecting
the
generality of the foregoing, this Agreement is subject to approval by such
corporate organs as is required by the Israel Companies Law.
This
Agreement done in two originals, each party acknowledging receipt of
one.
| /s/ ECI Telecom Ltd. by Rafi Maor | /s/ Xxxx Xxxxxx | ||
|
ECI Telecom Ltd. |
Xxxx Xxxxxx |
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