Consulting Agreement between TTR Technologies, Inc. and Gershon Tokayer

Summary

TTR Technologies, Inc. and Gershon Tokayer entered into an agreement where Tokayer will provide consulting services related to copy-protection software from October 1, 2002, to December 31, 2002. Tokayer will be paid a total of $82,000, with part of the payment held in escrow until the end of the term. The agreement outlines Tokayer’s obligations, travel arrangements, confidentiality requirements, and confirms his status as an independent contractor. The contract is governed by New York law and any disputes will be resolved in New York courts.

EX-10.4 6 d51897_ex10-4.txt CONSULTING AGREEMENT (TTR & G. TOKAYER) Exhibit 10.4 CONSULTING AGREEMENT This Agreement is made and entered into as of the 10th day of September 2002, by and between TTR Technologies, Inc., a Delaware corporation (the "Company") having an office at 575 Lexington Avenue, New York, New York 10022 and Gershon Tokayer (the "Consultant"). WHEREAS, the Company is engaged in the business of developing and commercializing copy-protection software for use with various media and is desirous of retaining Consultant's services; WHEREAS, Consultant has experience and expertise in the area of copy protection, and desires to be retained by the Company, all on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Duties: The Company hereby engages Consultant for the term specified in Section 2 hereof to render services set forth in Schedule I hereto, upon the terms and conditions set forth herein. 2. Term: Except as otherwise specified in Section 4 hereof, Consultant shall provide the Services from October 1, 2002 (the "Effective Date") through December 31, 2002. 3. Place of Provision of Services, Travel: The Services hereunder shall be provided in the United States, primarily out of the Company's premises in New York City. To this end, Consultant shall travel to New York City as required under this Agreement, at the Company's sole expense, request and discretion. All travel shall be in accordance with the Company's travel policies. The Company shall not be required to reimburse Consultant for any lodging or hotel expenses while Consultant is in the United States. 4. Fees In consideration for the services rendered by Consultant to the Company pursuant to this Agreement Consultant shall be paid the sum of 27,333.33 per month, payable to Consultant as follows (collectively, the "Fee") : (a) $41,000 upon the execution hereof; (b) the balance of $41,000 on December 31, 2002. The balance to be paid pursuant to this Section 4(b) shall be held in escrow by the law firm Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP and shall be released to the Consultant on December 31, 2002 pursuant an escrow agreement in the form attached hereto as Schedule II; and (c) All sums payable to the Consultant hereunder are gross amounts. Consultant shall be solely responsible for the payment of all taxes and fees including without limitation any federal or state withholding taxes. 5. The Consultant's Services to Others: The Consultant acknowledges that the he will dedicate significant time to the Company to fulfill his duties under this Agreement. Nothing herein shall require Consultant to dedicate a specific amount of time to the Company in connection with the fulfillment of his duties however Consultant further acknowledges that he may not be engaged to provide similar services to others. 6. Proprietary Information. (a) The term "Information" means any and all confidential and proprietary information including but not limited to any and all specifications, formulae, prototypes, software design plans, computer programs, and any and all records, data, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, and other data and information (in whatever form), as well as improvements and know-how related thereto, relating to the Company or its products. Information shall not include information that (a) was already known to or independently developed by the Consultant prior to its disclosure as demonstrated by reasonable and tangible evidence satisfactory to the Company; (b) shall have appeared in any printed publication or patent or shall have become part of the public knowledge except as a result of breach of this Agreement by the Consultant or similar agreements by other Company consultants or employees (c) shall have been received by the Consultant from another person or entity having no obligation to the Company or (d) is approved in writing by the Company for release by the Consultant. (b) The Consultant agrees to hold in trust and confidence all Information disclosed to it and further confirms that it will not exploit or disclose the Information to any other person or entity or use the Information directly or indirectly for any purpose other than for its work with the Company. ( c) The Consultant acknowledges and agrees that the Information furnished by the Company to it is and shall remain proprietary to the Company. Unless otherwise required by statute or government rule or regulation, all copies of the Information, shall be returned to the Company immediately upon request without retaining copies thereof. 7. Miscellaneous. (a) This Agreement between the Company and Consultant constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein. (b) Consultant acknowledges and agrees that he is an independent contractor, is not the agent of the Company and has no authority in such capacity to bind or commit the Company by or to any contract or otherwise. Consultant is not, expressly or by implication, an employee of the Company for any purpose whatsoever. (c) Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by facsimile, to the respective parties as set forth below, or to such other address as either party may notify the other in writing: If to the Company: TTR Technologies, Inc. 575 Lexington Avenue New York, NY 2 If to the Consultant: Gershon Tokayer 19 Shimon Street Beit Shenesh (d) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns. (e) This Agreement may be executed in any number of counterparts, each of which together shall constitute one and the same original document. (f) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto. (g) This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to conflict of law principles. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in New York City, and they hereby submit to the exclusive jurisdiction of the courts of the State of New York located in New York, New York and of the federal courts in the Southern District of New York with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth in this Section 8. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. Gershon Tokayer: /s/ Gershon Tokayer ------------------------------ TTR TECHNOLOGIES, INC. By: /s/ Daniel C. Stein --------------------------- Name: Daniel C. Stein Title: Chief Executive Officer 4 Schedule I Services to be rendered by Consultant Set forth below is a schedule of the tasks which the Consultant will be responsible. In performing these tasks, Consultant will consult with, as is necessary or desirable, the Company's Chief Executive Officer and/or Chief Operating Officer. 1. Draft business plan for DVD copy protection products 5