Common use of EMPLOYEE’S UNDERTAKINGS Clause in Contracts

EMPLOYEE’S UNDERTAKINGS. The Employee undertakes the following towards the Company: 3.1. The Employee will be employed by the Company in a full time position as shall be required and according to the instructions of the Company's management, in the position of a CFO (Chief Financial Officer). 3.2. The Employee represents that he is aware that his position at the Company is a position which requires a special degree of personal trust, and undertakes that throughout his term of employment with the Company as aforesaid, he will treat it with honesty, devotion, skill and loyalty and do everything in his power to promote the Company's goals and business and safeguard its interests. 3.3. The Employee represents that he is not a party to any obligation or agreement contrary to the provisions of this Agreement, including all implications thereof, including with his previous employers, and that within his employment with the Company he will not use information contrary to the provisions of any agreement or undertaking. 3.4. Subject to the Company's requirements from time to time, the Employee undertakes to dedicate all of the time and attention required, his qualifications, knowledge and experience for fulfillment of the Office solely for the Company's benefit and interests. The Employee will have to be available to the Company to the extent required by the work conditions and the needs of the Office. 3.5. That he will be reporting, within his Office, to the Company's CEO, and will comply with his instructions pertaining to his work and/or Office, including but not limited to, instructions and/or directions regarding work procedures, carrying out resolutions of the Company's board and any other instruction of the Company's CEO. 3.6. That he shall neither make any representation nor any statement nor shall he provide any undertaking and/or consent and/or waiver and/or guarantee in the name of the Company nor will he impose any liability thereon, nor will he use the name thereof, exceeding as necessary in his capacity as a CFO and the authorities conferred upon him according to this Agreement and/or authorities which will be explicitly defined by the Company's management. 3.7. Not to engage in any other occupation, whether with another employer or independently, in any form whatsoever, and/or fulfill any other office in any entity or in person, whether for or without compensation, directly or indirectly, except for giving lectures provided that it does not interfere with the normal course of work, unless the Company's advance written consent had been given thereto and subject to the terms of the consent, if granted. The Company may instruct the Employee at any time, to cease the occupation in such issues, due to possible interference with the course of work, according to its discretion, provided that it shall give the Employee advance notice thereof. 3.8. During the term of his employment and within the fulfillment of his Office, the Employee shall act within the framework of the Company's procedures, discipline rules, articles of association and arrangements, as shall be determined by the Company from time to time. 3.9. The Employee will not be entitled to receive, in relation to the performance of his Office, any consideration or benefit, from any entity whatsoever, including customers or suppliers of the Company. Any amount and benefit, or the equivalent thereof, which the Employee shall receive contrarily to the aforesaid, will belong to the Company and the Employee undertakes to return them to the Company upon the first request. 3.10. To notify the Company immediately and with no delay of any issue in respect of which he has a personal interest and/or which may create a conflict of interests with the Office. 3.11. The Employee undertakes, that during the term of his employment with the Company, and after termination thereof, he will not assist any civil action which will be filed against the Company and/or entities related thereto, unless his assistance is mandated by law, and he also undertakes to assist the Company, upon its request, in any reasonable manner, with any claim and/or other proceeding in which the Company shall be involved. The aforesaid does not derogate from his rights as an employee to demand and/or s▇▇ the Company regarding rights to which he will be entitled, if and to the extent he shall be so entitled.

EMPLOYEE’S UNDERTAKINGS. The (a) Employee undertakes the following towards agrees to devote Employee's full working time, attention, knowledge and skills to the Company: 3.1. The Employee will be employed by the Company in a full time position as shall be required 's business and according operation to the instructions degree required adequately to perform Employee's assigned duties, and to use Employee's best efforts to promote the interests of the Company's management, in the position of a CFO (Chief Financial Officer). 3.2. The (b) Upon termination of employment hereunder, Employee represents that he is aware that his position at will immediately surrender to the Company is originals and all copies of correspondence, books, lists, records, reports, samples, equipment, contracts and other written memoranda or documents relating to the business of the Company and all other property obtained from, relating to, or belonging to the Company. (c) Employee agrees that during the term of this Agreement and for a position which requires a special degree period of personal trust, and undertakes that throughout his term twelve (12) months after termination of employment with the Company, the Employee will not directly or indirectly own, manage, join, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with any business engaged in the development, manufacture or sale of any breast thermal activity test products or any other products being developed, manufactured or sold by the Company as aforesaidat the time of such termination; provided, he will treat it with honestyhowever, devotion, skill and loyalty and do everything this provision shall apply only to those businesses located in his power to promote any jurisdiction in the United States in which the Company's goals products are sold in the one year period ending on the date of termination. Notwithstanding the foregoing sentence, following the date of the Employee's termination with the Company, the Employee shall be entitled to manage, join, be employed by or participate in the management or operation of any branch or division of any business so long as such branch or division does not engage in the development, manufacture or sale of any breast thermal activity test products or any other products being developed, manufactured or sold by the Company at the time of such termination and such business employs at least four hundred (400) people; provided, however, in no event shall the Employee be entitled to serve on the board of directors of such a business during the term of this Agreement and safeguard its interests. 3.3for a period of twelve (12) months thereafter. The Employee represents further agrees that he is during such twelve (12) month period, the Employee, or any agent of the Employee will not solicit, in competition with the business of the Company, business from any customer or prospect known to the Employee to be a party customer or prospect of the Company. Notwithstanding the foregoing, the beneficial ownership by the Employee (including ownership by any one or more members of his immediate family and any entity under his direct or indirect control) of less then five percent (5%) of the outstanding shares of capital stock of any corporation which may be engaged in any of the same lines of business as the Company's business shall not constitute a breach of the convents contained in this Agreement. (d) The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data of the Company obtained by the Employee during employment by the Company. The Employee shall not during employment hereunder or for a period of five (5) years after the termination of such employment, communicate or divulge any such information, knowledge or data to any person, firm or corporation other than the Company, or persons, firms or corporations designated by the Company. This Section shall not apply to any information which (i) is or becomes generally available to the public or a third party without obligation of confidence other than as a result of a disclosure directly or agreement contrary indirectly by the Employee, or (ii) the Employee is required to disclose pursuant to subpoena, court order or other governmental process. In the event disclosure is necessary pursuant to the provisions of this Agreementclause (ii) of the preceding sentence, including all implications thereofthe Employee shall promptly, including with his previous employersbut in no event more than three (3) business days after learning of such subpoena, and that within his employment with court order, or other governmental process, notify the Company he will not use information contrary to the provisions of any agreement or undertaking. 3.4. Subject to and, at the Company's requirements from time expense, (a) take all reasonable action requested by the Company to timedefend against the enforcement of such subpoena, court order or other governmental process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. During the term of the Employee's employment and for a period of twelve (12) months after the end or termination of such employment, the Employee undertakes to dedicate all of the time and attention required, his qualifications, knowledge and experience for fulfillment of the Office solely for the Company's benefit and interests. The Employee will have to be available to the Company to the extent required by the work conditions and the needs of the Office. 3.5. That he will be reporting, within his Office, to the Company's CEO, and will comply with his instructions pertaining to his work and/or Office, including but not limited to, instructions and/or directions regarding work procedures, carrying out resolutions of the Company's board and any other instruction of the Company's CEO. 3.6. That he shall neither make any representation nor any statement nor shall he provide any undertaking and/or consent and/or waiver and/or guarantee in the name of the Company nor will he impose any liability thereon, nor will he use the name thereof, exceeding as necessary in his capacity as a CFO and the authorities conferred upon him according to this Agreement and/or authorities which will be explicitly defined by the Company's management. 3.7. Not to engage in any other occupation, whether with another employer or independently, in any form whatsoever, and/or fulfill any other office in any entity or in person, whether for or without compensationnot, directly or indirectly, except for giving lectures provided that it does not interfere with the normal course of work, unless the Company's advance written consent had been given thereto and subject to the terms solicit or induce any employee of the consentCompany to leave his or her employment, if granted. The Company may instruct nor will the Employee at in any time, capacity hire or cause to cease the occupation in such issues, due to possible interference with the course of work, according to its discretion, provided that it be hired any person who within twelve (12) months prior thereto shall give the Employee advance notice thereof. 3.8. During the term of his employment and within the fulfillment of his Office, the Employee shall act within the framework have been employed as an employee of the Company's procedures, discipline rulesfor any employment, articles nor shall the Employee, directly or indirectly, aid or assist any other person, firm or corporation to do any of association the aforesaid acts. (e) The parties hereto agree and arrangements, as stipulate that the foregoing restraints shall be determined by enforceable through injunction as well as an action for damages, that such restraints upon the Employee are reasonable with regard to their limitations and necessary for the protection of the Company from time to time. 3.9. The Employee and its business, and that such restraints will not be entitled to receive, in relation to the performance of his Office, any consideration or benefit, from any entity whatsoever, including customers or suppliers of the Company. Any amount and benefit, or the equivalent thereof, which the Employee shall receive contrarily to the aforesaid, will belong to the Company and the Employee undertakes to return them to the Company upon the first requestunduly burdensome for Employee. 3.10. To notify the Company immediately and with no delay of any issue in respect of which he has a personal interest and/or which may create a conflict of interests with the Office. 3.11. The Employee undertakes, that during the term of his employment with the Company, and after termination thereof, he will not assist any civil action which will be filed against the Company and/or entities related thereto, unless his assistance is mandated by law, and he also undertakes to assist the Company, upon its request, in any reasonable manner, with any claim and/or other proceeding in which the Company shall be involved. The aforesaid does not derogate from his rights as an employee to demand and/or s▇▇ the Company regarding rights to which he will be entitled, if and to the extent he shall be so entitled.