ex1015.htm


    Exhibit 10.15

     

     

    
      	
               
      

            	
              OVERSEAS
      MARKET DEVELOPMENT CONSULTANCY
  AGREEMENT

            


    

     

    
      	
               
      

            	
              Executed
      on 9th January 2008 in Ramat Gan

            


    

     

     

    
      	
              BETWEEN:

            	
              PIMI
      MARION HOLDINGS LTD, PC 513497123

            


    

     

    
      	
               
      

            	
              POB
      117 Hotzot Alonim, Kibbutz Alonim

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Customer”)

            


    

     

    
      	
              AND:

            	
              THE
      CENTER FOR POTATO RESEARCH IN A WARM CLIMATE LTD, PC
    512553496

            


    

     

    
      	
               
      

            	
              POB
      515 Ofakim 80300

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Consultant”)

            


    

     

     

    
      	
              WHEREAS

            	
              the
      Customer engages in the manufacture and marketing of stabilised hydrogen
      peroxide and wishes to obtain professional advice on the development of
      markets for the application of the substance in the storage of potatoes,
      or any other use of potatoes
abroad;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      Consultant is a professional entity with expertise on the subject of
      potatoes and wishes to provide professional advice, and to fill special
      requests for training on the above
subject;

            


    

     

     

    
      	
               
      

            	
              THE
      PARTIES HAVE AGREED ON THE COLLABORATION BETWEEN
  THEM.

            


    

     

     

    
      	
               
      

            	
              Below
      are the details of the agreement:

            


    

     

    
      	
              1.

            	
              The
      Consultant shall advice the Customer on matters relating to the use of
      stabilised hydrogen peroxide in the storage of potatoes, and other uses
      (such as: application to seed potatoes) in various countries (see
      [illegible] work plan). During the consultancy, the parties shall attend
      documented work meetings once a month. Once a quarter, the Consultant
      shall present the findings, achievements and plans to the Customer’s board
      of directors, and shall give professional training to the agents and
      professionals in Israel and
elsewhere.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              2.

            	
              The
      consultancy period is for three years, as of 1st January 2008, and may be
      extended.

            


    

     

    
      	
              3.

            	
              It
      is agreed that the parties may terminate the contract at any time on three
      months’ notice.

            


    

     

    
      	
              4.

            	
              Consideration

            


    

     

    
      	
               
      

            	
              4.1

            	
              Consultancy
      fee: the Customer shall pay the Consultant professional fees in an
      amount equal to NIS 10,000 a month plus due VAT, against a tax invoice.
      The payments shall be made once a month (current + 14 days). This amount
      shall be paid until a capital induction that shall take place in April
      2008. After the capital induction, the monthly consultancy fee shall be
      NIS 12,000 a month on the aforesaid
  terms.

            


    

     

    
      	
               
      

            	
              The
      consultancy fee includes traveling and communication expenses in Israel
      alone.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Payment
      for activity overseas: NIS 2,500 per day’s work; after the
      induction, NIS 3,000 per day’s
  work.

            


    

     

    
      	
               
      

            	
              4.3

            	
              Coverage
      of overseas expenses: the Customer shall cover all the Consultant’s
      reasonable expenses.

            


    

     

    
      	
               
      

            	
              4.4

            	
              Flights:
      to Europe tourist class, and outside Europe business
      class.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Hotels:
      reasonable subsistence expenses, by arrangement with the
      Customer.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Traveling
      and communication: reasonable expenses (hired car,
      medium).

            


    

     

    Payment
for the Consultant’s expenses shall be added to the tax invoice submitted once a
month.

     

    
      	
              5.

            	
              The
      dates of planned trips shall be determined once a quarter, at the time of
      the meeting with the board of
directors.

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              Unplanned
      trips shall be arranged between the parties, so as not to prejudice the
      parties’ routine activity and so as to allow synchronisation with other
      trips to an identical destination.

            


    

     

    
      	
              6.

            	
              Absence
      of employer-employee
relationship

            


    

     

    
      	
               
      

            	
              It
      is expressed that this agreement is an agreement between the Customer and
      an independent contractor of services and does not constitute an
      employment contract, that the Consultant has an independent business for
      the provision of the services and that there is no employer-employee
      relationship, license relationship, agency relationship or partnership
      relations between him and the Customer and/or anyone on its
      behalf.

            


    

     

    
      	
               
      

            	
              It
      is agreed between the parties that if it is determined by any competent
      judicial entity that the relationship between the Customer and the
      Consultant and/or anyone on his behalf in respect of the services is an
      employer-employee relationship, the Consultant shall not be entitled to
      the consideration specified in clause 4 above, but to consideration at a
      rate of only 65% thereof, and he shall immediately repay the Customer any
      amount he has received in excess of the revised consideration as
      aforesaid, plus linkage to the consumer price index and plus interest in
      accordance with the Adjudication of Interest and Linkage Law, 5721-1961
      (the interest and linkage shall be computed as of the date on which the
      Consultant receives any amount until the date on which he actually repays
      it to the Customer).

            


    

     

    
      	
              7.

            	
              The
      parties undertake to maintain confidentiality in respect of the details of
      this agreement. The Customer may present the Consultant as part of its
      team.

            


    

     

    
      	
               
      

            	
              The
      Consultant undertakes confidentiality and non-competition with regard to
      the treatment with stabilised hydrogen peroxide of vegetables and fruits
      for a period of seven years after the contract’s termination. For the
      avoidance of doubt, it is expressed that this does not prevent the
      Consultant from engaging in any other business, so long as it does not
      derogate from the aforesaid.

            


    

     

    
      	
              8.

            	
              The
      Consultant is not promising and is not liable for the success of the
      project or his advice. This liability is imposed on the Customer and/or
      those acting on its behalf. For the avoidance of doubt, the Consultant
      undertakes to make maximum effort in the professional training and
      direction of the Customer for the success of the product’s application and
      sale process.

            


    

     

    
      	
              9.

            	
              In
      destination countries in which the Consultant is an actual partner in
      bringing about the use of the Customer’s products – the Consultant shall
      be entitled to royalties of 1% of sales for the first four years of
      activity.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              10.

            	
              The
      Consultant shall serve as professional advisor to the Customer’s board of
      directors. Nonetheless, the Consultant shall not be liable for the
      advice’s implementation by the Customer. The Company’s board of directors
      shall not have any claim against the Consultant with regard to the
      consequences of the professional
advice.

            


    

     

    
      	
              11.

            	
              At
      the request of the Customer’s CEO, the Consultant shall actively
      participate in the presentation of the Customer’s applications or products
      to customers or investors overseas, with customary professional
      integrity.

            


    

     

    
      	
              12.

            	
              Notice
      sent by registered mail to any party in accordance with his above address
      shall be deemed received by him.

            


    

     

     

    
      	
               
      

            	
              As
      witness the hands of the parties:

            


    

     

     

    
      
        
          	(Signed)	 	 	(Signed
      and stamped)	 
	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  The Center for Potato
      Research    

                	 	 	
                  Pimi Marion Holdings
      Ltd

                	 
	
                  in a Warm Climate
      Ltd

                	 	 	
                   

                	 


        

      

    

     

     

     

     

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