f10k2009ex10xviii_swissinso.htm


    Exhibit
10.18

     

     

    
      	
              

            	
              +41 21 641 56 51 

              contact@swissinso.com 

              www.swissinso.com

            


    

    


     

    Contract
for Consultancy Services

     

    between

    MICHEL
GRUERING, Case postale 37, 1806 St Legier

     

    And

     

    SwissINSO
SA, in Lausanne, Switzerland

     

    It is agreed between parties
above mentioned:

     

    1. START
DATE AND DURATION OF THE CONTRACT

     

    1.1 The
contract of consultancy starts on October 1st, 2009 and will expire on March
31st, 2010. 1.2 It can be extended beyond expiry date when both parties agree to
it.

     

    1.3
Causes of termination for fair reasons are reserved.

     

    2. MISSIONS
AND SCOPE OF WORK

     

    The
Consultant has the following missions:

     

    2.1.
STRATEGY: Elaboration of the strategic plan of the Company for 2010 in
collaboration with the CEO and the Marketing Manager. Presentation of said
strategic plan to the board of Directors in March 2010.

     

    2.2.
RESEARCH OF PARTNERS: Collaboration with the CEO to identify opportunities of
joint ventures, mergers, partnerships, technology transfers, or acquisitions,
and supervision of the execution of the approved transactions.

     

    2.3.
NETWORKING: Establish contacts with NGOs, promotion of the Company and its
products / solutions with these organizations with the aim of getting on the
accredited venders' list of their central purchasing agencies. Coordination of
contacts between the Company and NGOs at national and international
level.

     

    3. MONITORING
AND RESULTS:

     

    3.1 The
Consultant will present to the directors an agenda of meetings to report on his
mission, and provide
at the end of March 2010 a report on the concrete results of his
mission.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

       
4. FEE

     

    4.1 From
October 1st, 2009 till March 31st, 2010, the total contractual amount for the
services of consultancy will be CHF 108'000 net, payable in six installments of
18'000, the first one at the end of October 2009.

     

    4.2
Expenses linked to the execution of the mandate are reimbursed against
respective invoices. Expenses for travel and lodging authorized before by the
general management will be reimbursed according to the policy of the Company.
Phone and car expenses incurred within the mandate will be reimbursed on a
monthly basis against invoices.

     

    5. CONFIDENTIALITY

     

    5.1 The
Consultant agrees not to reveal or to disclose the Company's trade secrets
and/or intellectual property rights during the duration of his contract and 1
year after its termination.

     

    5.2 The
Consultant agrees to keep strictly confidential the strategic information to
which he will have access in the course of his mandate.

     

    6. WARRANTIES

     

    6.1 The
Consultant certifies that he acts in his own behalf only and is totally
independent, and that he is registered as an accredited consultant.

     

    7. ARBITRATION

     

    7.1 In
case of litigation concerning any element of this contract, Swiss law prevails
and the legal jurisdiction is Lausanne, Switzerland.

     

    Lausanne,
September 30th,
2009

     

    
      
        	
                The
      Consultant

              	 
      	
                The
      Company

              
	 
      	 
      	 
      
	
                /s/  Michael
      Gruering

              	 
      	
                /s/  Yves
      Ducommun

              
	
                Michael
      Gruering

              	 
      	
                Yves
      Ducommun