Exhibit
10.13


 


AGREEMENT


 


P.V. NanoCell Ltd. with head office located at 28 Three
Street, Migdal HaHamek, Israel (“PV”); 


 


And


 


Dolev Bar-Guy Consulting and Management
Ltd. with head office located at 7 Bialik Street, Zichron Ya’akov, Israel, a company fully owned by Dr. Fernando de
La Vega (the “Company”).


 


	1.	Consultancy
                                         Agreement



 


	1.1	PV
                                         is engaged in the development, manufacture, marketing, sale, licensing and other forms
                                         of commercialization of innovative technologies, methods and devices relating to nano
                                         particles materials for printing Solar cells (the “Field”).



 


	1.2	PV
                                         wishes to retain the Company and its principal Dr. Fernando de La Vega (the “Principal”)
                                         in order to provide PV with certain services as described in the attached Appendix
                                         A (the “Services”) as of August 1st 2009 (the “Effective
                                         Date”), and the Company agrees to provide these Services. 



 


	1.3	The
                                         Company will provide the Services solely through the Principal. The Company and the Principal
                                         may not employ/retain other persons for the performance of the Services, nor may they
                                         assign or sub-contract the performance hereunder to any third party, without the prior
                                         written consent of PV.



 


	1.4	The
                                         Company agrees to cause the Principal to dedicate most of his time, experience, talent,
                                         expertise and knowledge to the provision of the Services, and to perform the Services
                                         in a loyal and dedicated manner, and in accordance with PV’s policies made and
                                         updated from time to time, provided such policies have been brought to the attention
                                         of the Company and the Principal. PV acknowledges that the Company and the Principal
                                         are conducting and will continue to conduct other business activities during the period
                                         of this Agreement.



 


		The Principal and the Company
                                         may conduct other business activities provided that During the term of this Agreement
                                         the Principal and the Company shall not engage in any activity, commercial or otherwise,
                                         if such activity can reasonably be expected to create or assist a conflict of interests
                                         or competition with PV in the Field.



 


	1.5	The Company is an independent contractor. The parties do not intend,
    and this Agreement and the performance hereunder shall not be construed to give effect to employment, partnership, joint venture
    or agency relations between the parties or between the Principal and PV.




 


	1.6	Neither
                                         the Company nor the Principal is allowed to obligate and/or bind PV in any way and/or
                                         to create any commitments on PV’s behalf, except as required for the performance
                                         of the Services and as authorized by PV.



 


	1.7	The
                                         Company and the Principal declare to PV that they are under no restrictions towards any
                                         third party as to the rendering of the Services to PV and execution of this Agreement.



 


	2.	Remuneration



 


	2.1	In
                                         consideration of the provision of the Services and all other obligations of the Company
                                         hereunder, PV will pay the Company a Fee and Additional Remuneration as set forth in
                                         Appendix A.



 






    	 



    	 



    

 


	2.2	The
                                         parties confirm that the Fee and Additional Remuneration is the full and exclusive consideration
                                         due to the Company and/or the Principal hereunder.



 


		Should the Principal present,
                                         jointly or severally, any other claim against PV, whether based upon allegation of employee-employer
                                         relations or otherwise, the Company will indemnify and hold PV harmless for and against
                                         such claims; and PV may offset any sum it may owe the Company against such claims.



 


	2.3	The
                                         Company will bear and pay any and all salaries and other payments, taxes, social security
                                         payments, social benefits and other obligatory payments, according to applicable laws
                                         and regulations, which arise as a result of the performance of the Services and the employment
                                         / retainment of the Principal.



  


	3.	Secrecy
                                         and Non-Compete Provisions



 


	3.1	In
                                         this chapter 3 below, the term “Group” shall mean PV, its parent, subsidiaries
                                         and affiliates as are now existing or will exist in the future.



 


	3.2	Any
                                         invention, technology, system, product, component, software, copyright, process, trade
                                         secret, know-how and the like related to the business of the Group, whether patentable
                                         or patented or not, and whether subject to any other legal protection or not, arising
                                         in the course of the provision of the Services or through the use of PV’s equipment
                                         or information (collectively referred to as the “Technology"), shall
                                         be the exclusive property of PV, or any other entity in the Group indicated by PV. The
                                         Company and the Principal will promptly submit to PV full details related to such Technology,
                                         and will execute patent applications and assignments as may be requested by PV (whether
                                         during or after the period hereof) in order to confirm and register the ownership of
                                         PV or any entity in the Group as indicated by PV.



 


	3.3	Any
                                         and all information related to trade secrets, know-how, commercial relations, actual
                                         and potential clients and suppliers, technology and products (including the Technology),
                                         and any other information of a proprietary or confidential nature, which relate to the
                                         Group and/or to third parties with whom the Group has business relations, will hereinafter
                                         be collectively referred to as “Information”. Information may include commercial,
                                         technical, marketing, financial, administrative and management subjects. The Information
                                         and any part thereof are and shall be the exclusive property of the Group or such aforementioned
                                         third parties.



 


		The Company and the Principal
                                         will not use any part of the Information, nor disclose or make it available to others,
                                         unless in the line of the performance of the Services.



 


		The foregoing provisions will
                                         survive the termination of this Agreement. However, these provisions shall not apply
                                         to information in the public domain (other than as a result of disclosure by the Company),
                                         nor to general professional knowledge of the Company or the Principal, which was acquired
                                         by them prior to their association with PV.



 


	3.4	Upon termination of this
    Agreement, the Company and the Principal shall immediately return to PV all materials of any kind (whether in written or electronic
    form, computer files or otherwise) concerning the Technology and the Information, including all copies thereof, and the Company
    and the Principal shall not retain any copies of such materials. 




 


		3.5	Without
                                         prejudice to the generality of the foregoing, the Company and the Principal agree that
                                         during the period of this Agreement plus a “freeze period” (as defined below),
                                         none of them will, directly or indirectly, for its or his or her own account or for the
                                         account of others (including without limitation as a stockholder, director, officer,
                                         employee/employer, investor, partner, Company, sole proprietor or independent contractor),
                                         do or participate or assist or allow to do any of the following:



 


		(a)	engage
                                         in any business in direct competition with the business of PV (engaging in parts of the
                                         same business of PV, in which the Principal and the Company were not involved, and to
                                         which the Principal and the Company were not exposed in any way due to thier work in
                                         PV, is permitted, and shall not be deemed to constitute a direct competition);



 






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		(b)	request
                                         or advise any past, present or future business associate of the Group to decrease or
                                         cancel their business with the Group; 



 


		(c)	cause
                                         any employee or company of the Group to terminate his/its relations with the Group or
                                         to work for the Company or for any party associated with the Company.



 


			The
                                         “Freeze Period” shall be equal in length to the service period hereunder,
                                         but in any case not shorter than 6 months and not longer than 12 months.



 


			The
                                         parties confirm that during the provision of the Services hereunder, the Company and
                                         the Principal are more than likely to be exposed to proprietary and confidential Information
                                         of the Group; and that any activity as forbidden under subsections (a), (b) and (c) above
                                         is bound to breach the right of PV to the exclusive use of such Information; and therefore
                                         the parties agree that the freeze period is intended to ensure such rights of the Group
                                         and is reasonable in scope and period.



 


		3.6	The
                                         Company and the Principal shall not use or dislocate any property or documents of PV,
                                         except in the line of its duties for PV.



 


		3.7	The
                                         Company and the Principal acknowledge and agree that a breach of any material provision
                                         of this Chapter 3 will cause the Group substantial and irreparable harm. In the event
                                         of such breach, and in addition to any other remedies available to the Group, the Company
                                         and the Principal consent and agree that temporary and permanent restraining orders and/or
                                         injunctions be issued by any arbitrator or competent court, as the case may be, restraining
                                         and enjoining them from breaching or violating this Agreement. The Company and the Principal
                                         agree that, in connection with any remedy sought pursuant to this section, it shall not
                                         be necessary to provide any guarantee, bond or any other security by the Group.



 


		3.8	The
                                         Company and the Principal confirm that they do not bring and were not required to bring
                                         to PV any proprietary materials of third parties, and that they are under no restrictions
                                         relevant to the performance of the Services for PV, whether by virtue of former or current
                                         occupation, business dealings or otherwise. The Company and the Principal further confirm
                                         that they have not retained any documents, computer files or anything else containing
                                         any confidential Information of third parties operating in the Field, who are prior employers,
                                         business associates or other third parties, whether or not created by them.



  


		4.	Period
                                         of the Agreement 



 


		4.1	This
                                         Agreement is made for a period of 24 months as of the Effective Date (“Initial
                                         Term”). The Parties may extend the Agreement at the end of the Initial term
                                         upon mutual consent and in writing. 



 


		4.2	Termination
                                         for Cause by PV during the Initial Term. 



 


PV may terminate
the engagement of the Company for Cause (as defined below) during the Initial Term.The termination of engagement shall be
with immediate effect after receipt of a written notice. 


 


		PV may require the Company
                                         to continue for a certain period of up to 8 weeks in order for the Company to transfer
                                         any open issues to a representative of PV and deal with any remaining issues. During
                                         this period, the Company shall be entitled to receive the Fee. 



 






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		“Cause” in this
                                         Agreement shall mean: i) serious and intentional breach of confidence or of the fiduciary
                                         obligations of the Company and/or the Principal, including confidentiality undertakings;
                                         or ii) self-dealing, embezzlement or misappropriation of PV’s property by the Company
                                         and/or the Principal; or iii) if the Company and/or Principal intentionally cause serious
                                         damage to PV’s property. 



 


	4.3	Termination at will by the Company during the Initial Term
    (not for a Justified Cause) If the Company terminates this agreement during the Initial Term for a reason other than
    a Justified Cause (as defined in Section 4.4 below), then the provisions of Section 4.2 above shall apply to such termination.
    In addition to the above said, PV shall be entitled to receive from the Company as pre-estimated compensation an amount equal
    to four (4) monthly Fees then in effect. This compensation shall become due upon the termination date of the engagement and
    shall be paid during the 4 consecutive months after the date of termination and may be off-set by PV from any money due to
    the Company by PV.




 


		4.4	Justified
                                         Termination by the Company during the Initial Term or termination by PV not for Cause
                                         during the Initial Term 



 


		4.4.1	The
                                         Company may terminate this Agreement during the Initial Period in the event of a breach
                                         of the terms of this Agreement, which has not been corrected by PV within 30 days of
                                         written notice (“Justified Cause”). 



 


		4.4.2	PV
                                         may terminate this Agreement during the Initial Term for convenience.



 


		4.4.3	If
                                         the Agreement is terminated due to Justified Cause by the Company or by PV during the
                                         Initial Term not for Cause, then in such events, the Company shall receive 60 days prior
                                         notice or shall give such prior notice provided it receives the Fee and the Additional
                                         Remuneration. 



 


			In
                                         addition, upon the termination of the engagement, the Company shall receive, four (4)
                                         monthly Fees as liquidated compensation, to be paid to the Company during the 4 consecutive
                                         months after the date of termination subject to the fulfillment by the Company of its
                                         obligations pursuant to Section 3 to this Agreement (“Liquidated Compensation”).
                                         



  


		4.5	Except
                                         as provided in paragraph 4 above or by law, termination of this Agreement is without
                                         liability of PV for any claims or payments beyond those earned or accrued in the course
                                         of the engagement hereunder; and the Company hereby waives any and all such claims towards
                                         PV, its Affiliates and any other third party.



  


		5.	General
                                         Provisions



 


		5.1	The
                                         attached Appendix A hereto forms an integral and binding part of this Agreement.



 


		5.2	This
                                         Agreement forms the complete and exclusive agreement between the parties as to its subject
                                         matter; and it cancels any prior verbal or written agreement related to the consulting
                                         services as set out herein. Any change to this Agreement requires a duly signed document.
                                         



 


		5.3	Any
                                         notice sent by one party to the other by registered mail will be deemed to have been
                                         received on the 3rd business day after the day of mailing. Fax and e-mail messages will
                                         be deemed to have been received on the business day following the day of transmission.



 


		5.4	The
                                         failure or delay of either party to require the performance of any term under this Agreement,
                                         or the waiver by either party of any breach under this Agreement, shall not prevent subsequent
                                         enforcement of such terms, nor be deemed a waiver of any subsequent or prolonged breach.



 






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And in Witness hereof, the
parties execute this Agreement, 


on
this ____day of ___________ 2009, effective as of the Effective Date.


 


 


	P.V.
    NanoCell Ltd.	 	Dolev
    Bar-Guy Consulting and Management Ltd.


  


Confirmation:


 


The undersigned
Dr. Fernando De La Vega, hereby confirms and undertakes towards PV as set forth in Sections 1.3 to 1.7, 2.2, 3.1 to 3.8, 4.1,
4.3,4.5, 4.7 and 5 to the above Agreement. 


 


Date
of Signature ___________ effective as of the Effective Date.


 


 


	Dr.
    Fernando de La Vega	 


 






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Appendix
A 


To
the Consultancy Agreement effective as August 1st 2009 


between
P.V. NanoCell Ltd. and Dolev Bar-Guy Consulting and Management Ltd.


 


	1.	The
                                         Services 



 


		Pursuant to Section 1.2 to
                                         the Agreement, the Services provided by the Company shall be mainly the following:



 


Dr. Fernando de la Vega shall
serve as PV’s CEO with such responsibilities and authority normally ascribed to this position and as may be detailed and
defined from time to time by the Chairman of the Board (“Chairman”).


 


	2.	Fee
                                         and Additional Remuneration



 


	2.1	Fee



 


As per Section 2.1 to the Agreement,
until PV raises an aggregate investment amount of NIS 700,000 (“Investment”) the Company shall be entitled
to a monthly retainer fee per each full month of Service of a gross sum of NIS 33,000 plus VAT. Upon the completion of the Investment,
the Company shall be entitled to a monthly retainer fee of a gross sum of NIS 37,000 plus VAT. Such payment shall be paid by PV
according to an invoice issued by the Company to PV at the end of each calendar month to be paid by PV within 10 days.


 


	2.1	Additional Remuneration




 


	2.1.1	Car
                                         Maintenance - the Principal shall be entitled to receive a gross sum of NIS
                                         2,500 per month as car maintenance fee plus actual fuel expenses and Road 6 toll fees.



 


	2.1.2	The
                                         Company will be reimbursed for out of pocket expenditures related to the provision of
                                         the Services including mobile phone costs, in accordance with reasonable procedures of
                                         PV or with written prior confirmation of the Chairman.



 


Such payment shall be paid by
PV according to an invoice issued by the Company to PV at the end of each calendar month to be paid by PV within 10 days. 


  


	P.V.
    NanoCell Ltd.	 	Dolev
        Bar-Guy Consulting and Management Ltd.



 


 


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