Exhibit 10.5


 


CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT (this “Agreement”) is made as of July 1, 2014 by and between New York Global Innovations, Inc., and its wholly owned subsidiaries (collectively
the “Company”) and Gilat Technologies (in formation), a company organized under the laws of the State of Israel with offices
located at 8 Rachel Street, Givatayim, (the “Consultant”).


 


W I T N E S S E T H


 


WHEREAS, the Company
desires to retain the Consultant, and the Consultant desires to consult with the Company and its successors, in order to make use
of such expertise, know-how and experience which the Consultant possesses with respect to the Company.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements hereinafter set forth, the parties, intending to be legally bound, agree
as follows:


 


1.          
Term. The Company (including, for purposes of this Agreement, any affiliate) hereby retains the Consultant, and the Consultant
hereby accepts such retention by the Company, on a month to month basis commencing July 1, 2014, subject to the terms and conditions
hereinafter set forth (the “Term”). The Company and or the Consultant shall have the right to terminate this Agreement for any
reason whatsoever on thirty (30) days prior written notice.


 


2.          
Consultant’s Duties and Responsibilities. During the Term the Consultant shall provide to the Company consulting services
relating to the needs of the Company. The Consultant shall devote such time as mutually agreed to the affairs and business of the
Company. It is understood and agreed that Consultant need not spend more than 20% of his working time to the Company and may act
as a consultant to other companies as well as the Company. The Consultant shall receive his assignments from the Board of Directors
and shall act as acting CEO of the Company. In performing its duties hereunder, the Consultant shall make Tal Gilat available
to perform its duties hereunder.


 


(a)         Board
of Directors. Consultant shall assist the Company’s Board of Directors as requested in finding suitable acquisitions and mergers
for the Company.


 


3.       
   Compensation. As compensation for his services hereunder the Consultant shall be paid as
follows:


 


(a)         As compensation for his services
hereunder the Company shall pay Consultant during the Term $3,000.00 per month plus VAT as required by Israeli law, against provision
of a valid invoice (the “Basic Compensation”);


 


(b) During the Term, upon submission of
written statements and bills in accordance with the then regular procedures of the Company. Consultant shall be entitled to reimbursement
for reasonable pre-approved out-of pocket expenses necessarily incurred in the performance of his duties hereunder, including,
but not limited to, reimbursement for travel. A car and expenses will be provided monthly at the current monthly gross amount
(monthly car leasing fee and monthly maximum gas allowance) plus VAT as required by Israeli law, against provision of
a valid invoice


 



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4.           Termination.


 


(a)         This
Agreement and the consulting services of the Consultant shall terminate upon the occurrence of any one or more of the following
events:


 


  (i)          the
death or disability of the Consultant which would prevent the Consultant assisting the Company; or


 


  (ii)         termination
by the Company or Consultant in accordance with paragraph 1 hereof.


 


(b)         Upon
the expiration or other termination of this Agreement, the Company shall reimburse the Consultant all reimbursable expenses owed
under Section 3 (b) and all further obligations of the parties shall forthwith terminate, except for the obligations of the Consultant
pursuant to Section 5 hereof.


 


5.          Non-Disclosure.
Consultant acknowledges that he will be given access to confidential and proprietary information of the business of the Company.
The Consultant acknowledges that non-public confidential information gained by him on behalf of the Company is the proprietary
information of the Company and, if used by him or disclosed to others other than on behalf of the Company, could cause competitive
and irreparable harm to the Company Accordingly, the Consultant agrees to hold in a fiduciary capacity for the benefit of the
Company all confidential information, knowledge or data (including customer lists) of the Company and any affiliate of the Company
obtained by the Consultant (whether or not developed by the Consultant) which is not generally known to the public (other than
as a result of disclosures by the Consultant) and will not, whether during the Term or thereafter, communicate or divulge any
such information, knowledge or data to any person, firm or corporation, other than to the Company or persons, firms or corporations
designated by the Company, or use any such information, knowledge or data for his own account or the account of anyone other than
the Company. During the Term the Consultant agrees to refrain from working with a competitor to the Company.


 


6.          
Independent Contractor; Waiver of Liability. During the Term the Consultant at all times will be an independent contractor
and not an agent or employee of the Company.


 


7.
          Severability. To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered
deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected.


 


 


 






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8.          Governing Law. This Agreement is made under and shall
be governed by and construed in accordance with the laws of the State of New York without regard for its principles concerning
conflicts of law.


 


9.          Successors. This Agreement shall extend to and be
binding upon the Consultant, and upon the Company, its successors and assigns.


 


10.        Amendments. No amendment or modification of this
Agreement shall be deemed effective unless made in writing signed by the parties hereto.


 


11.        No Waiver.
No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision
of this Agreement, except by a statement in writing signed by the party against whom enforcement of the wavier or estoppel is
sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than
specifically waived.


 


12.        Headings. The headings of paragraphs in this Agreement
are solely for convenience of reference and shall not control the meaning or interpretation of any provisions of this Agreement.


 


13.        Termination of Employment Agreement. It is understood
and agreed that the Employment Agreement between the Company and Consultant dated March 7, 2010 is hereby terminated and of no
further force or effect. Each party hereto confirms that each party has performed all of their obligation thereunder to the other
and no further performance by any party is required.


 


IN WITNESS WHEREOF, the parties have duly executed this Agreement
on the day and year specified above.


	 	 	 
	 	NEW YORK GLOBAL INNOVATORS, INC.
	 	 	 
	 	By:	 
	 	 	Gadi Peleg, Chairman
	 	 	 
	 	GILAT TECHNOLOGIES
	 	 	 
	 	By:	 
	 	 	Tal Gilat, Managing Director and President


 






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