EXHIBIT 7(E)
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "AGREEMENT") is entered into as of
this 21st day of February, 2006, by and between Elbit Vision Systems Ltd.,
company number ▇▇-▇▇▇▇▇▇-▇, a company organized under the laws of the State of
Israel (the "COMPANY") and MEO Consulting Ltd., a company organized under the
laws of the State of Israel, which shall provide the Services (as defined below)
solely through its designated representative (MEO Consulting Ltd. and its
designated representative set forth in Section 6.8 below shall be collectively
referred to herein as the "CHAIRMAN").
WHEREAS, the Company desires to engage the MEO as an independent contractor
to provide certain consulting services to the Company and the Chairman wishes to
furnish such services, on the terms and conditions set forth herein,
NOW, THEREFORE, the parties agree as follows:
1.1. SERVICES. The Representative (as defined below) shall serve as the
active chairman of the Board of Directors of the Company, in which he will
invest the necessary time and experience, as requested by the Company as well as
connections and efforts to bring the Company to success (the "SERVICES"). The
Representative shall devote all of his time and efforts in performing the
Services, provided however that the Representative shall be allowed to continue
providing services to Odin Medical Technologies Ltd., pursuant to the current
agreement between the Representative and Odin Medical Technologies Ltd.
1.2 INDEPENDENT CONTRACTOR STATUS. The Company and the Chairman agree that
the Chairman is an "independent contractor" and that except as otherwise stated
in this Agreement, the Company shall have no right to control or direct the
manner in which Chairman performs its duties and services under this Agreement.
The Chairman understands and agrees that except as specifically provided in this
Agreement, the Company does not grant to the Chairman the right or authority to
make or give any agreement, statement, representation, warranty or other
commitment, or to create any obligation of any kind, on behalf of the Company.
This Agreement shall not be construed to create any relationship of employment,
association, partnership or joint venture between the Company and the Chairman,
nor shall it be construed to create any relationship other than that of
principal and independent contractor between the Company and the Chairman or the
Company and the Representative. The Chairman and the Representative are not
employees of the Company, and the Company shall not be obligated to treat either
the Chairman or the Representative as an employee. In the event that the Company
shall be demanded and/or obligated, to pay the Chairman, any of its employees or
consultants or any third party, any amount, or give the Chairman or any third
party any right, deriving from the existence of employer-employee relationship
between the Chairman or any of its consultants and employees and the Company,
the Chairman shall indemnify the Company for any and all costs, liabilities and
expenses it may have in connection with such demand and/or obligation, including
the economical value of such right and including legal expenses.
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2. REMUNERATION.
2.1 In consideration for the provision of the Services, the Chairman
shall be entitled to remuneration in the following manner:
2.1.1 The Company shall pay the Chairman a gross monthly sum of
thirteen thousand five hundred US dollars ($13,500), plus Value Added Tax
thereon (the "CONSULTING FEE").
2.1.2 The Company shall lease an automobile (the "CAR"), for the
purposes of the Representative fulfilling his duties hereunder and will place
the Car (which type and size shall be mutually agreed between the parties) at
the disposal of the Representative. The Company shall bear all costs related to
the use and upkeep of the Car in accordance with the Company's Car Policy and
excluding any fines for traffic related violations and alike. Such payments
shall be the Chairman's responsibility and should be paid immediately when
required by applicable law. It is hereby expressly agreed that all tax
consequences of the benefits related to the Car shall be borne by the Chairman
and that the Company may deduct at source any applicable tax amount.
2.1.3 The Company shall provide the Representative with a mobile phone
and a laptop computer; which shall be used solely for the purpose of performing
the Services and shall be returned to the Company upon termination of this
Agreement. It is hereby expressly agreed that all tax consequences of the
benefits related to the mobile phone and/or the laptop shall be borne by the
Chairman and that the Company may deduct at source any applicable tax amount.
2.1.4 The Company shall provide the Representative with a computer,
telephone line and connection to the Internet at the private residence of the
Representative; which shall be used solely for the purpose of performing the
Services and shall be returned to the Company upon termination of this
Agreement. It is hereby expressly agreed that all tax consequences of the
benefits related to the computer, telephone line and/or the connection to the
Internet shall be borne by the Chairman and that the Company may deduct at
source any applicable tax amount.
2.2 The Chairman may be eligible for an annual performance-based bonus as
determined by the Company's Board of Directors in its sole discretion. Such
bonus, if any, shall be subject to withholding requirements, tax payments and
required deductions in accordance with applicable law and shall only be paid
following the receipt of all approvals necessary for the payment of such bonus
in accordance with applicable law and Value Added Tax shall be added to such
bonus.
2.3 All payments to be made by the Company under this Agreement shall be
made to MEO Consulting Ltd. against provision of a valid value-added tax receipt
3. EXPENSES. The Chairman shall be entitled to receive prompt reimbursement
of all direct expenses reasonably incurred in connection with the performance of
the Services hereunder in accordance with the Company's reimbursement policy in
effect at such time. The Chairman hereby acknowledges that once reimbursement
has been received for goods purchased by Chairman on behalf of the Company, such
goods shall become the sole property of the Company.
4. TERM AND TERMINATION
4.1 The term of this Agreement shall commence following the approval of the
terms of this Agreement by the shareholders of the Company (the "EFFECTIVE
DATE").
4.2 Either party may terminate this Agreement, provided that no less than
three (3) months prior written notice is given to the other party, during which
the Chairman shall be entitled to full payment of the applicable portion of the
Consulting
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Fee and other benefits set forth in Section 2.1, and shall continue to provide
the Services unless the Company, in its sole discretion, decides otherwise.
5. CONFIDENTIALITY. The Chairman undertakes to execute the Company's
standard Proprietary Information, Non-Competition and Inventions Agreement, (the
"NDA"), which shall constitute an integral part of this Agreement
6. MISCELLANEOUS.
6.1 NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by registered
mail, postage prepaid, addressed to the respective addresses set forth below or
last given by each party to the other, except that notice of change of address
shall be effective only upon receipt.
The initial addresses of the parties for purposes of this Agreement shall
be as follows:
The Company: Elbit Vision Systems Ltd.
New Industrial Park.
▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Fax: ▇▇▇▇-▇-▇▇▇-▇▇▇▇
Attn: Chief Executive Officer
The Chairman: MEO Consulting Ltd.
Inbar 20
▇▇▇▇ ▇▇▇▇▇▇▇, Yehud, Israel
Fax: ____________
Attn: ▇▇▇▇▇ ▇▇▇
6.2 NO WAIVER. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Chairman and the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.
6.3 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Israel, without giving
effect to the rules respecting conflict of law.
6.4 SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
6.5 ENTIRE AGREEMENT. This Agreement and the NDA constitute the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof. No agreement or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made either party which are not expressly set forth in this Agreement.
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6.6 ASSIGNMENT. The Company shall have the right to assign this Agreement
to any affiliate or subsidiary of the Company or any corporation or other entity
acquiring all or substantially all the assets and business of the Company
(including this Agreement) whether by operation of law or otherwise. Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Chairman, his beneficiaries or legal representatives, nor
shall the Chairman be entitled to engage the services of any person.
6.7 INTERPRETATION. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
6.8 DESIGNATED REPRESENTATIVE.The Chairman hereby assigns Mr. ▇▇▇▇▇ ▇▇▇
(the "REPRESENTATIVE") as the sole provider of the Services to Company. For
avoidance of any doubt, MEO Consulting Ltd. shall not assign any other
representative to provide the Services without the prior written consent of the
Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officers and the Chairman has executed this Agreement as of
the day and year first above written.
ELBIT VISION SYSTEMS LTD. MEO CONSULTING LTD.
BY: _________________ BY: _________________
NAME: _________________ NAME: _________________
TITLE: _________________ TITLE: _________________
▇▇▇▇▇ ▇▇▇
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