Common use of Consultancy Agreement Clause in Contracts

Consultancy Agreement. 1.1 The preamble hereto and the schedules attached hereto form integral and binding parts of this Agreement. 1.2 Subject to receipt all required approvals under Companies Law including the approval of the shareholders, the Company hereby retains the Consultant in order to provide the services of the Company CEO as described in Schedule 1 of this Agreement (the “Services”), effective as of June 1st, 2021 (the “Effective Date”), and during the Term (as defined below) of this Agreement and the Consultant agrees to provide these Services. The scope of Services shall be agreed between the Parties from time to time. 1.3 The Consultant shall report directly to the Board of Directors (“BoD”) of the Company. 1.4 The Consultant will provide the Services solely via its employees and/or consultants, and may not assign or sub-contract the performance of the Services to any third party, without the prior written consent of the Company. The Services shall be provided by Mr. ▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Ran”) in the position of CEO. 1.5 Ran shall be entitled to enter into an indemnification and exemption agreement with the Company and to be included in the Company's D&O Insurance. Ran shall be responsible to procure a professional liability insurance policy with respect to the Services provided by him to the Company and the Company shall be an additional insured. 1.6 The Consultant will cause Ran to dedicate his full time and to the extent agreed upon between the Parties and to dedicate their best experience, talent, expertise and knowledge for the provision of the Services, and to perform the Services in a loyal, conscientious and dedicated manner, and in accordance with the Company's policies as may be in effect from time to time and with reasonable instructions of the Company’s BoD. During the Term of this Agreement, the Consultant shall not engage in any activity, commercial or otherwise, if such activity can reasonably be expected to create or assist in creating a conflict of availability or a conflict of interest or competition with the Company, or interfere with the full efforts needed for performing the tasks in the Company. 1.7 The Consultant confirms that he doesn’t bring or was required to bring to the Company any proprietary materials of third parties, and that the Consultant is under no restrictions regarding the rendering of the Services to the Company and the execution of this Agreement. 1.8 The Consultant is an independent contractor. The Services are provided to the Company by the Consultant, on an independent contractor basis, absent of an employment relationship between the Company and the Consultant. The Consultant declares that it is aware of all the financial consequences resulting from the Consultant's engagement as an independent contractor. The Consultant shall be solely responsible for his performance under this Agreement and shall bear and timely make payments of his salaries, social rights and any other rights his entitled to under any applicable law including any deductions and allocations. The Parties do not intend, and this Agreement and the performance of the Services hereunder shall not be construed, to give effect to employment, partnership, joint venture or agency relations between the Parties and/or between the Company and any of the Representatives. The Consultant undertakes not to present any claims against the Company in that regard. 1.9 The Consultant hereby confirms that: (i) it is a certified dealer עוסק מורשה, duly registered under the tax and employment laws applicable to Consultant; and (ii) it files all necessary reports with the applicable tax authorities and national security authorities as an independent contractor, and makes all due payments. Without derogating from the above, it shall be the sole and exclusive responsibility of the Consultant to make the necessary contributions and/or compulsory payments to the applicable tax and other government authorities and/or private funds and insurance companies, all in accordance with applicable laws. 1.10 The Consultant undertakes to maintain a proper set of accounting books as required by applicable law and to open and/or maintain a file with the applicable tax and other governmental authorities. The Consultant is exclusively responsible for filing any reports with said authorities, which are required to be filed in connection with and arising out of the Services rendered by the Consultant under this Agreement. 1.11 Should the Consultant or any other party on its behalf present any other claim against the Company, whether based upon allegation of employee-employer relations or otherwise, the Consultant will indemnify and hold the Company harmless for and against such claims, and the Company may offset any consideration it may owe to the Consultant against such indemnification sums. Furthermore, the Consultant agrees that if a claim is filed by it or by any of its Representatives or any third party against the Company based on alleged employee-employer relations, and a competent court of law rules that the Consultant or its Representatives were employed by the Company, then: (i) the monthly gross salary due will be calculated as 60% of the Consulting Fee (as per Section 2.1 below), (ii) the Consultant shall refund to the Company all sums previously paid by the Company in excess of such gross salary, and (iii) the Company shall use the refund amounts towards satisfaction of employer's obligations arising from the aforesaid court-recognized employee-employer relations. 1.12 The Services performed hereunder are "work for hire", and the Consultant shall have no rights or title in such Services, or any part thereof or any of its products or results, and the Company shall own all rights to such work in its name or otherwise, including copyrights, patents, trademarks and other rights. 1.13 The Consultant is not allowed to obligate and/or bind the Company in any way and/or create any commitments on the Company's behalf, except as required for the performance of the Services and as authorized by the BoD. 1.14 The Consultant shall perform the Services according to all applicable laws, rules and regulations. Without derogating from the above said, the Consultant specifically warrants that it shall comply with all applicable rules and regulations concerning the prevention of corruption, money laundering and terrorism, and in accordance thereto.

Consultancy Agreement. 1.1 1.1. The preamble hereto and the schedules appendices attached hereto form integral and binding parts of this Agreement. 1.2 Subject to receipt all required approvals under Companies Law including 1.2. The term "Group" as used in this Agreement shall mean the approval Company and any of the shareholders, Company's present or future subsidiaries in which the Company hereby retains is a shareholder, directly or indirectly, as currently exist and as may exist in the Consultant in order future. 1.3. The Company wishes to provide retain the Consultant’s services of the Company CEO as described in Schedule 1 of this Agreement the attached Appendix A (the “Services”)) pursuant to the terms set out herein, effective as of June 1st, 2021 (the “Effective Date”), and during the Term (as defined below) of this Agreement and the Consultant agrees to provide these Services. The scope of Services shall be agreed between the Parties from time to time. 1.3 The Consultant shall report directly to the Board of Directors (“BoD”) of the Company. 1.4 The Consultant will provide the Services solely via its employees and/or consultants, and may not assign or sub-contract the performance of the Services to any third party, without the prior written consent of the Companywill be as set forth in Appendix A. 1.4. The Services shall be provided by Mr. ▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Ran”) in the position of CEO. 1.5 Ran Principal shall be entitled to enter into an indemnification and exemption agreement with the Company and to be included in the Company's D&O Insurance. Ran shall be responsible to procure a professional liability insurance policy with respect to , once consummated by the Services provided by him to the Company and the Company shall be an additional insuredCompany. 1.6 1.5. The Consultant will provide the Services solely via the Principal and neither the Consultant nor the Principal may employ/retain other persons for the performance of the Services, or assign or sub-contract the performance hereunder to any third party, without the prior written consent of the Company. The Consultant agrees to cause Ran the Principal to dedicate his full time and (to the extent agreed upon between the Parties and to dedicate their best upon), experience, talent, expertise and knowledge for the provision of the Services, and to perform the Services in a loyal, conscientious loyal and dedicated manner, manner and in accordance with the Company's ’s policies as may be in effect from time to time and with reasonable instructions of the Company’s BoD. During the Term of this Agreement, the Consultant shall not engage in any activity, commercial or otherwise, if such activity can reasonably be expected to create or assist in creating a conflict of availability or a conflict of interest or competition with the Company, or interfere with the full efforts needed for performing the tasks in the Companyinstructions. 1.7 1.6. The Consultant confirms hereby declares that he doesn’t bring or was required to bring to neither it nor the Company Principal are under any proprietary materials of third parties, and that the Consultant is under no restrictions regarding the rendering of the Services to the Company and the execution of this Agreement. 1.8 1.7. The Consultant is an independent contractor. The Services are provided to the Company by the Consultant, on an independent contractor basis, absent of an employment relationship between the Company and the Consultant. The Consultant declares that it is aware of all the financial consequences resulting from the Consultant's engagement as an independent contractor. The Consultant shall be solely responsible for his performance under this Agreement and shall bear and timely make payments of his salaries, social rights and any other rights his entitled to under any applicable law including any deductions and allocations. The Parties do not intend, and this Agreement and the performance of the Services hereunder shall not be construed, construed to give effect to employment, partnership, joint venture or agency relations between the Parties and/or between the Company and any of the RepresentativesPrincipal. The Consultant undertakes and the Principal undertake not to present any claims against the Company in that regard. 1.9 The Consultant hereby confirms that: (i) it is a certified dealer עוסק מורשה, duly registered under the tax and employment laws applicable to Consultant; and (ii) it files all necessary reports with the applicable tax authorities and national security authorities as an independent contractor, and makes all due payments1.8. Without derogating from the above, it shall be the sole and exclusive responsibility of the Consultant to make the necessary contributions and/or compulsory payments to the applicable tax and other government authorities and/or private funds and insurance companies, all in accordance with applicable laws. 1.10 The Consultant undertakes to maintain a proper set of accounting books as required by applicable law and to open and/or maintain a file with the applicable tax and other governmental authorities. The Consultant is exclusively responsible for filing any reports with said authorities, which are required to be filed in connection with and arising out of the Services rendered by the Consultant under this Agreement. 1.11 Should the Consultant Consultant, the Principal or any other party on its their behalf present any other claim against the CompanyCompany for compensation, whether based upon allegation of employee-employer relations or otherwise, the Consultant will indemnify and hold the Company harmless for and against such claims, and the Company may offset any consideration sum it may owe to the Consultant against such the due indemnification sums. Furthermore, the Consultant agrees that if a claim is filed by it or by any of its Representatives the Principal or any third other party on its behalf against the Company based on alleged employee-employer relations, and a competent court of law rules that the Consultant or its Representatives were employed by the Companyaccept such claims, then: (i) the monthly gross salary due will be calculated as 60% of the Consulting Fee (as per Section 2.1 below), (ii) the Consultant shall refund to the Company all sums previously paid by the Company in excess of such gross salary, and (iii) the Company shall use the refund amounts towards satisfaction of employer's obligations arising from the aforesaid court-recognized employee-employer relations. 1.12 1.9. All reasonable procedures, policies and directives of the Company (present and future) applicable to subjects of work behavior, discipline etc., will have a binding effect on the Consultant and the Principal as if they were included in this Agreement, provided however, that such policies have been brought to the Consultant's or Principal’s attention in advance. 1.10. The Services performed hereunder are "work for hire", and the Consultant and the Principal shall have no rights or title in such Services, or any part thereof or any of its products or results, and the Company shall own all rights to such work in its name or otherwise, including copyrights, patents, trademarks and other rights. 1.13 The Consultant is not allowed to obligate and/or bind the Company in any way and/or create any commitments on the Company's behalf, except as required for the performance of the Services and as authorized by the BoD. 1.14 1.11. The Consultant shall (and shall cause the Principal to) perform the Services according to all applicable laws, rules and regulations. Without derogating from the above said, the Consultant specifically warrants that it shall comply with all regulations applicable rules and regulations concerning the prevention of corruption, money laundering and terrorism, and in accordance theretoto it.

Consultancy Agreement. 1.1 The preamble hereto and the schedules attached hereto form integral and binding parts of this Agreement. 1.2 Subject to receipt all required approvals under Companies Law including the approval of the shareholders, the The Company hereby retains the Consultant in order to provide the services of the Company CEO as described in Schedule 1 of this Agreement (the “Services”), effective as of June 1stNovember 12, 2021 2017 (the “Effective Date”), and during the Term (as defined below) of this Agreement and the Consultant agrees to provide these Services. The scope of Services shall be agreed between the Parties from time to time. 1.3 The Consultant shall report directly to the Board of Directors (“BoD”) CEO of the Company. 1.4 The Consultant will provide the Services solely via its employees and/or consultants, and may not assign or sub-contract the performance of the Services to any third party, without the prior written consent of the Company. The Services shall be provided by Mr. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Evyatar”) in the position of CFO and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ (“Ran▇▇▇▇▇”) in the position of CEOcontroller, or any other person pre-approved by the Company. 1.5 Ran Evyatar shall be entitled to enter into an indemnification and exemption agreement with the Company and to be included in the Company's D&O Insurance. Ran ▇▇▇▇▇ shall also be entitled to be included in such Insurance, provided that the Company receives the insurer’s approval to include her in such Insurance. Evyatar shall be responsible to procure a professional liability insurance policy with respect to the Services provided by him to the Company and the Company shall be an additional insured. 1.6 The Consultant will cause Ran Evyatar and ▇▇▇▇▇, and/or other personnel approved by the Company who is rendering the Services on its behalf (the “Representatives”), to dedicate his full their time and to the extent agreed upon between the Parties and to dedicate their best experience, talent, expertise and knowledge for the provision of the Services, and to perform the Services in a loyal, conscientious and dedicated manner, and in accordance with the Company's policies as may be in effect from time to time and with reasonable instructions of the Company’s BoD. CEO. The Consultant will cause his Representatives to comply with the terms of this Agreement. During the Term of this Agreement, neither the Consultant nor its Representatives shall not engage in any activity, commercial or otherwise, if such activity can reasonably be expected to create or assist in creating a conflict of availability or a conflict of interest or competition with the Company, or interfere with the full efforts needed for performing the tasks in the Company. 1.7 The Consultant confirms that he doesn’t neither it nor any of its Representatives bring or was were required to bring to the Company any proprietary materials of third parties, and that the Consultant is under no restrictions regarding the rendering of the Services to the Company and the execution of this Agreement. 1.8 The Consultant is an independent contractor. The Services are provided to the Company by the Consultant, via the Representatives, on an independent contractor basis, absent of an employment relationship between the Company and Company, the Consultant and/or the Representatives, based on the Consultant's and its Representatives’ specific request. The Consultant declares that it is aware of all the financial consequences resulting from the Consultant's engagement as an independent contractor. The Consultant shall be solely responsible for his its Representatives and their performance under this Agreement and shall bear and timely make payments of his their salaries, social rights and any other rights his they are entitled to under any applicable law including any deductions and allocations. The Parties do not intend, and this Agreement and the performance of the Services hereunder shall not be construed, to give effect to employment, partnership, joint venture or agency relations between the Parties and/or between the Company and any of the Representatives. The Consultant undertakes not to present any claims against the Company in that regard. 1.9 The Consultant hereby confirms that: (i) it is a certified dealer עוסק מורשההשרiמ קסii7, duly registered under the tax and employment laws applicable to Consultant; and (ii) it files all necessary reports with the applicable tax authorities and national security authorities as an independent contractor, and makes all due payments. Without derogating from the above, it shall be the sole and exclusive responsibility of the Consultant to make the necessary contributions and/or compulsory payments to the applicable tax and other government authorities and/or private funds and insurance companies, all in accordance with applicable laws. 1.10 The Consultant undertakes to maintain a proper set of accounting books as required by applicable law and to open and/or maintain a file with the applicable tax and other governmental authorities. The Consultant is exclusively responsible for filing any reports with said authorities, which are required to be filed in connection with and arising out of the Services rendered by the Consultant under this Agreement. 1.11 Should the Consultant or any other party on its behalf present any other claim against the Company, whether based upon allegation of employee-employer relations or otherwise, the Consultant will indemnify and hold the Company harmless for and against such claims, and the Company may offset any consideration it may owe to the Consultant against such indemnification sums. Furthermore, the Consultant agrees that if a claim is filed by it or by any of its Representatives or any third party against the Company based on alleged employee-employer relations, and a competent court of law rules that the Consultant or its Representatives were employed by the Company, then: (i) the monthly gross salary due will be calculated as 60% of the Consulting Fee (as per Section 2.1 below), (ii) the Consultant shall refund to the Company all sums previously paid by the Company in excess of such gross salary, and (iii) the Company shall use the refund amounts towards satisfaction of employer's obligations arising from the aforesaid court-recognized employee-employer relations. 1.12 The Services performed hereunder are "work for hire", and the Consultant or its Representatives shall have no rights or title in such Services, or any part thereof or any of its products or results, and the Company shall own all rights to such work in its name or otherwise, including copyrights, patents, trademarks and other rights. 1.13 The Consultant is or its Representatives are not allowed to obligate and/or bind the Company in any way and/or create any commitments on the Company's behalf, except as required for the performance of the Services and as authorized by the BoD.Company. 1.14 The Consultant shall perform the Services according to all applicable laws, rules and regulations. Without derogating from the above said, the Consultant specifically warrants that it shall comply with all applicable rules and regulations concerning the prevention of corruption, money laundering and terrorism, and in accordance thereto.