PARTNERSHIP RESELLER AGREEMENT

SERVICES; TERM AND TERMINATION

1.1. Referral Services. Consultant shall use its knowledge, wide network and resources, to provide the Referral Services, as set forth in Exhibit B. Consultant represents that it is not a securities dealer, and that this Agreement is not intended for purpose of buying, selling or trading securities. Consultant may only contact potential customers who are pre-approved in writing by the Company and listed in Exhibit A attached hereto (“Approved Candidates”) for the purpose of entering  a Qualifying Transaction (as defined below) for the purchase of Company’s products. Consultant may suggest adding potential customers to Exhibit A at any time during the Referral Term (as defined in Exhibit A), and in each such event, if the Company approves, the Company shall either sign the updated Exhibit A including the date of its approval or approve in writing over email. If an Approved Candidate: (i) does not enter into a commercial agreement with the Company within the Exclusive Duration Period, following approval of a potential customer as an Approved Candidate by Company, as set forth in Exhibit A; or (ii) rejects or practically ceases further discussions or meetings with the Company; then, in each such event, the Company may, at its sole discretion, notify Consultant in writing of its election to disqualify such Approved Candidate for the purpose of this Agreement (“Disqualification Notice”). The Disqualification Notice shall become effective 7 days after delivery to Consultant, whereupon the Approved Candidate shall automatically be removed from Exhibit A, unless Consultant has succeeded, at Company’s discretion, in initiating such negotiations or reviving such discussions with such Approved Candidate within such 7 day period. Consultant shall not be entitled to bind or commit the Company by or to any legal obligations or provide any warranties on its behalf, and will not hold itself out as having any such power or authority. Consultant may only make statements relating to the Company in accordance with written instructions received from the Company from time to time. Any proposed transaction, if negotiated and approved by the Company, shall be entered into directly between the Company and the Approved Candidate. The parties acknowledge that nothing in this Agreement shall compel the Company to enter into any transaction and Company is under no obligation to accept any opportunity offered by an Approved Candidate. The decision to enter into any transaction with an Approved Candidate shall remain within the sole discretion of the Company. Should the Company decide, at its sole and absolute discretion and without giving any reason whatsoever, not to enter into any transaction, then Consultant shall not be entitled to any compensation with respect to such rejected transaction and Approved Candidate.
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1. 2 No Obligation. The Company is not obligated to accept the Services, or to assist the Consultant with the performance of the Services.
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1.3 Term; Termination. This Agreement shall commence as of the Effective Date throughout the Referral Term, unless terminated by either Party upon thirty (30) days prior written notice (the “Term”).

• CONFIDENTIALITY; PROPRIETARY RIGHTS; NON SOLICITATION. For the purposes of this Section 3, unless the context otherwise requires, the term “engagement with the Company” shall also include the engagement with the Company, prior to the execution of this Agreement, and any engagement with any and all of the Company's direct and indirect existing and future affiliates, subsidiaries, parent or related corporations
  • Confidentiality.
    • Nondisclosure; Recognition of Company’s Rights. At all times during Consultant’s engagement and thereafter, the Consultant will hold in confidence and will not disclose, use, lecture upon, or publish any of the Company’s Confidential Information (as defined below), except as such use is required in connection with its engagement for the Company, or unless the Company expressly authorizes in writing such disclosure or publication. The Consultant will obtain the Company’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to its engagement with the Company and/or incorporates any Confidential Information. The Consultant hereby assigns to the Company any rights it has or acquires in any and all Confidential Information and recognizes that all Confidential Information shall be the sole and exclusive property of the Company and its assigns.
    • Confidential Information. The term “Confidential Information” means any and all confidential knowledge, data or information related to the Company’s business as conducted and/or as proposed to be conducted or its actual or demonstrably anticipated research or development, including without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, graphics, creative works, data, methods, drawings, models, text, photos, audio works, translation works, broadcasting works,  animation works, algorithms, icons, symphonies, tunes, melodies, sound effects, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of the Company’s consultants, contractors, and any other service providers of the Company; and (d) the existence of any business discussions, negotiations, or agreements between the Company and any third party. Confidential Information shall not include information or matter that the Consultant can document that (a) was already known to the Consultant prior to disclosure as can be demonstrated by Consultant’s dated written records; (b) is independently developed by the Consultant without reference to or use of the Confidential Information as can be demonstrated by Consultant’s dated written records; or (c) which at the time of disclosure by the Company is generally available to the public or thereafter becomes generally available to the public other than through a breach of any obligation under this Agreement caused by an act or omission on the part of the Consultant.
    • Third Party Information.  The Consultant understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (the “Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the term of Consultant’s engagement and thereafter, it will hold Third Party Information in strict confidence and will not disclose to anyone (other than the Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with his/her work for the Company, Third Party Information, unless expressly authorized by an officer of the Company in writing.
  • New Improvements. The Consultant agrees and declares that all Inventions (as defined below) which the Consultant has developed or may develop, made, conceived, reduced to practice, or learned, either alone or with others, that (i) relate to the Company’s business as currently being conducted are as proposed to be conducted; (ii) are developed in whole or in part on the Company’s time or using Company’s equipment, supplies, facilities or Confidential Information, or (iii) result from or are suggested by any task assigned to the Consultant or any work performed by the Consultant for or on behalf of the Company, or by the scope of the Consultant’s duties and responsibilities with the Company under this Agreement (the “Company Inventions”), shall be the sole property of the Company, and the Consultant agrees and declares that it does not have any proprietary right and shall have no suit and/or claim of any kind against the Company in any matter relating, whether directly or indirectly, to any Company Inventions and the Intellectual Property Rights thereto. The Consultant shall provide the Company with any and all information and documents relating to the Company Inventions in its possession, including but not limited to, any know how, technical drawings, procedures, experiments, analysis, processes, specifications and techniques of any modification, improvement, or development that Consultant has developed conceived, reduced to practice, during the Term of this Agreement or in the course of, and due to, Consultant’s activities and services under this Agreement. Without derogating from the aforementioned, the Consultant hereby explicitly waives (i) any interest, claim or demand that it may have for, or may be entitled to, with respect to any consideration, compensation or royalty in connection with the Company Inventions,; and (ii) any moral rights, artists’ rights, or any other similar rights worldwide (the “Moral Rights”) that Consultant had, have or may have in the future in or with respect to the Company Inventions. Consultant hereby acknowledges and declares that the Compensation and any other benefits provided under this Agreement, constitutes the entire compensation to which he is entitled to and includes any and all consideration with respect to the Company Inventions developed by him. The Consultant further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalty with respect to the Moral Rights and the Company Inventions. “Intellectual Property Rights” means all rights patents, copyrights, trade secrets, trademarks, service marks, trade names, applications and other proprietary rights in any jurisdiction, arising from any Inventions. “Inventions” means any  patent applications, patents, know-how, technical information, work product, researches, designs, ideas concepts, information, materials, processes, data, programs, improvements, innovations, discoveries, developments, artwork, works of authorship, concepts, drawings, algorithms, techniques, methods, systems, processes, compositions of matter, computer software programs, databases and mask works formulae, other copyrightable works, and technique, whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another form.
  • Intellectual Property Assignment. Consultant hereby assigns and agrees to assign in the future (when any such Company Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company, all the Consultant's right, title, and interest in and to any and all Company Inventions (and all Intellectual Property Rights with respect thereto) and shall sign, execute and acknowledge, at the Company’s expense, any and all documents as may be necessary for the purpose of securing to the Company the Company Inventions. Consultant agrees to reasonably assist Company at Company’s cost in every proper way to obtain and enforce United States and any other foreign intellectual property rights relating to the Company Inventions in all countries. In the event the Company is unable to secure Consultant's signature on any document needed in connection with such purposes, after Company provided a notice to Consultant and Consultant has failed to execute such documents, within 14 days thereof, Consultant hereby irrevocably designates and appoints Company and its officers and agents as Consultant's agent and attorney in fact, which appointment is coupled with an interest, to act on Consultant's behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by Consultant.
  • Non-Solicitation. During the Term and for a period of one (1) year thereafter, Consultant shall not, directly or indirectly: (i) solicit or request any employee of or service provider to the Company to leave the employ of or cease consulting for the Company; (ii) solicit or request any employee of or service provider to the Company to join the employ of, or begin consulting for, any individual or entity that researches, develops, markets or sells products that compete with those of the Company; (iii) solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of the Company, to employ or retain as a service provider any employee or service provider of the Company; (iv) induce or attempt to induce any supplier or vendor of the Company to terminate or breach any written or oral agreement or understanding with the Company; or (v) directly or indirectly, engage whether as an employee, independent contractor, partner, joint venture, shareholder (other than as a shareholder of not more than 5% of the shares of a publicly traded company), investor, director, service provider or otherwise, in any business or activity, all over the world, which is competitive with the (a) products of, and/or (b) services of the Company in the business in which it is currently engaged or in which it may be engaged in during the time the Consultant has connections with the Company.
• RELATIONSHIP. Consultant acknowledges and confirms that he is an independent contractor, not employee or agent, of the Company and that in reporting his association with the Company, Consultant shall for all purposes present and characterize such association as that of an independent contractor. Without limitation of the foregoing, Consultant will (a) not enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of the Company; (b) not be entitled to any worker's compensation, pension, retirement, insurance or other benefits afforded to employees of the Company; (c) provide for all applicable income tax and other withholding relating to Consultant’s compensation; (d) pay all social security, unemployment and other employer taxes relating to Consultant’s compensation; (e)  provide all worker's compensation and other insurance relating to Consultant’s engagement; and (f) perform all reporting, recordkeeping, administrative and similar functions relating to Consultant’s compensation. The Company is not restricted in otherwise contracting or engaging any partner by itself or through any third party.
• MISCELLANEOUS. Consultant agrees that any breach of Section 3 above by it would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of the Consultant's obligations hereunder. Consultant shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee of the Company. This Agreement is only an agreement for the provision of consulting services on a strictly contractual basis, and does not create employer-employee relations between the Consultant and the Company and does not confer upon the Consultant any rights, except for those set forth herein. This Agreement represents the only Agreement relating to this subject matter between the Consultant and the Company. Consultant will not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of the Company. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives. This Agreement shall be construed and interpreted under and in accordance with the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel Aviv shall have exclusive jurisdiction over any matter in connection with this Agreement. No modifications to this Agreement can be made except in writing, signed by the Consultant and Company. Sections 3 - 5 shall survive termination or expiration of this Agreement.