Service Agreement
Exhibit 10.13
This AGREEMENT entered into, as of 1 September 2014, by and between ESQURE
Advanced Medical Devices Ltd, located in Israel (the “Company”), and
Gal Peleg,
located at Petach Tikva, Israel (“MANAGER”).
WITNESSETH:
Whereas MANAGER has the capacity to provide to the Company and its affiliates
certain executive management and consulting services in connection with the
Company operations and its affiliates;
Whereas The Company desires to receive the Services from MANAGER, and MANAGER is
interested to provide the Company with the Services upon the terms and
conditions detailed herein; and
Whereas the parties understand that payments are only available based on the
budget of the Company, and based on actual development, construction and
operation of projects by the Company and its affiliates.
NOW THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, the parties hereto agree as follows:
1. Preamble
The preamble to this agreement form an integral part thereof.
The titles of the clauses in this agreement are merely for convenience and the
agreement shall not be used in any way for purposes of interpretation.
This agreement can be assigned jointly by the parties.
2. Term of Agreement
2.1. This agreement is for a period of 3 years commencing on the 1st of
September
2014 and ending on the August 31 of 2018 (hereinafter: the “Term of the
Agreement”), provided that the provision of Services hereunder may be terminated
by either party at any time after the Term of the Agreement upon prior written
notice of 3 months to the other party Unless so terminated, the Agreement shall
be automatically renewed at the end of the Term of the Agreement for an
additional term of three years.
2.2. Notwithstanding Section 2.1 above, MANAGER’s engagement by the Company
hereunder may be terminated by the Company immediately in the event of (a)
MANAGER’s conviction in illegal activity; (b) any material breach of this
Agreement and/or of MANAGER’s fiduciary duties towards the Company; and/or (c)
fraud on its behalf.
2.3. MANAGER undertakes that at upon termination of this Agreement, it shall
deliver to the Company all documents, information and other material obtained or
prepared by it in connection with the Services, including all equipment in its
possession, provided to it by the Company (e.g., company car, computer, cellular
phone).
3. Services
3.1 MANAGER, shall provide the Company with services of Executive Management and
Consulting in connection with the activities of the Company and its affiliates
and will serve as General Manager of the company. (Hereinafter: the “Services”).
3.2 MANAGER will provide all Services to the Company or its affiliates solely by
Mr. Gal Peleg, such that the Services will include the full time efforts of Gal
Peleg.
3.3 MANAGER shall provide the Company with the Services as it shall be
requested, from time to time, provided however, that the Services will
coordinated in advance with MANAGER. Without derogating from the above, the
Manager shall be allowed to conduct other business obligation during his free
time, provided that such shall not interfere with the provision of the Services
and/or compete with the activities of the Company and its affiliates
4. Compensation 4.1 In consideration for the Services, the Company shall pay to
MANAGER a sum of $1,500 per month, (the “Compensation”). In the event that the
Company at any time does not have available funds to make such payments to
MANAGER, all amounts that remain unpaid for any month or other period shall
recorded as a liability of the Company, shall accrue for the benefit of MANAGER,
and shall be paid to MANAGER as soon as Company funds become available therefor.
4.2 The Services should be rendered to the Company or its affiliates by the
MANAGER, and the Company shall be responsible for all payments hereunder to
MANAGER.
4.3 Subject to Section 4.1 above, the Basic Compensation shall be paid form the
Company to MANAGER within 15 days from the end of month during the Term of the
Agreement.
4.4. MANAGER shall be solely responsible and shall bear all taxes and levies of
any kind which shall be imposed on it in connection with the Compensation.
4.5. Other then as specifically provided herein MANAGER shall not be entitled to
any consideration with respect to the Services, unless otherwise agreed by the
parties in writing. Any MANAGER’s liability which may arrise from this Agreement
is limited to the monthly Compensation fee.
4.6. MANAGER hereby understands, acknowledges and agrees that the payment to
MANAGER of the Compensation hereunder depends on the Company’s business results
and that if the Company is not successful in its operation, MANAGER may not be
paid, and in such event MANAGER shall not have and hereby waives any claim
and/or demand against the Company and/or any of its shareholders and/or
directors.
5. Expenses
The Company shall reimburse MANAGER for transportation expenses, international
travel expenses, and other reasonable direct expenses in connection with the
provisions of the Services, provided such were approved in advance and in
writing (except expenses up to the monthly limit of $1,000) )by the Company and
are in accordance with the Company’s Budget.
6. Acknowledgement
6.1 The MANAGER is providing services to the company’s parent company, ADB
International Group, under a separate and non-related agreement.
7. Status
7.1. It is the intention of the parties that MANAGER shall be an independent
contractor pursuant to this Agreement, and that this Agreement shall not be
construed to create or give rise to any partnership, agency or joint venture,
not shall MANAGER nor any of its personnel be deemed to be employees of the
Company for any purpose.
7.2. MANAGER shall immediately indemnify the Company for any and all cost,
expenses or damages which may rise to the Company if an employment relationship
is claimed or based between the Company and MANAGER or anyone on its behalf.
8. Confidentiality and Non-Competition
Simultaneously with the execution of this Agreement and as a condition thereto,
MANAGER shall sign the Confidentiality and Non-Competition Undertaking attached
as Annex A hereto.
8. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the
parties with respect to the subject matter hereof and supersedes any and all
prior discussions, arrangements, representations, understandings, agreements and
correspondence and may not be amended or modified in any respect, except by a
subsequent writing executed by both parties.
9. Applicable Law
This Agreement and the obligations hereunder shall be governed by US law.
Disputes hereunder shall be resolved by the courts Delaware USA.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
ESQURE Advanced Medical Devices LTD.
Gal Peleg
Signature: /s/ Xxx Xxxxxxxxx
Signature: /s/ Gal Peleg
Print Name: Xxx Xxxxxxxx
Print Name: Gal Peleg
Title: Chairman
Annex A
CONFIDENTIALITY AND NON-COMPETITION UNDERTAKING
This Confidentiality, Non-Competition and Proprietary Rights Undertaking (the
“Undertaking”) is made effective as of the date of the Agreement by MANAGER, for
the benefit of the Company. This Annex A constitutes an integral part of the
Agreement to which it is annexed. For the purpose hereof, all references herein
to the “Company” shall include any parent corporation or entity of the Company,
subsidiary or other affiliate of the Company.
1. Confidentiality
(a) MANAGER recognizes and acknowledges that MANAGER’s access to the trade
secrets, secret information and proprietary information (collectively, the
“Confidential Information”) of the Company is essential to the performance of
MANAGER’s duties as a consultant and service provider of the Company.
(b) By way of illustration and not limitation, such Confidential Information of
the Company shall include: (i) any and all trade secrets concerning the business
and affairs of the Company, product specifications, data, know-how,
compositions, processes, formulas, methods, designs, samples, inventions and
ideas, past, current and planned development or experimental work, current and
planned distribution methods and processes, customer lists, current and
anticipated customer requirements, price lists, market studies, business plans,
computer software and programs (including object code and source code), computer
software and technologies, systems, structures and architectures (and related
processes, algorithms, compositions, improvements, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information) of the Company,
information relating to the projects of the Company, and any other information,
however documented, of the Company that is a trade secret; (ii) any and all
information concerning the business and affairs of the Company (which includes
historical financial statements, financial projections and budgets, historical
and projected sales, capital spending budgets and plans, the names and
backgrounds of key personnel, personnel training and techniques and materials),
however documented; (iii) all derivatives, improvements and enhancements to the
Company’s technology which are created or developed; (iv) information of third
parties as to which the Company has an obligation of confidentiality; and (v)
any and all notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Company containing or based, in whole or in
part, on any information included in the foregoing.
(c) The Confidential Information shall not include information which has become
publicly known and made generally available through no wrongful act of MANAGER
or of others who were under confidentiality obligations as to the information
involved.
(d) MANAGER further recognizes and acknowledges that such Confidential
Information is a valuable and unique asset of the Company, and that its use or
disclosure (except use or disclosure as required for carrying out MANAGER’s
duties as a MANAGER of the Company and providing the Services) would cause the
Company substantial loss and damages. Other than in connection with providing
the Services, MANAGER undertakes and agrees that MANAGER will not, in whole or
in part, disclose such Confidential Information to any person or organization
under any circumstances, will not make use of any such Confidential Information
for MANAGER’s own purposes or for the benefit of any other person or
organization, and will not reproduce any of the Confidential Information without
the Company’s prior written consent. MANAGER will take strict precautions to
maintain the confidentiality of the Confidential Information received from the
date of receipt, and take appropriate action, by instruction, agreement or
otherwise with any person permitted access to the Confidential Information
received, to ensure that MANAGER will be able to satisfy its obligations under
this Agreement.
(e) MANAGER further recognizes and acknowledges that the Company has received
and in the future will receive from third parties their confidential or
proprietary information subject to certain limited purposes. MANAGER agrees to
hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person or entity or to use it except as
necessary in carrying out MANAGER’s work for the Company consistent with the
Company’s agreement with the third party, all in a fashion consistent with his
undertakings in (d) above.
(f) The obligations set forth in this Section are perpetual, and shall survive
termination of the Agreement and of the MANAGER’s engagement with the Company.
2. Return of Materials. Upon termination of MANAGER’s engagement with the
Company or at any time before termination if the Company so requests, MANAGER
will promptly deliver to the Company all copies of all written and tangible
material (without retaining any copies thereof) in MANAGER’s possession or under
MANAGER’s control, incorporating the Confidential Information or otherwise
relating to the Company’s business. The obligations set forth in this Section
shall survive termination of the Agreement and of MANAGER’s engagement with the
Company.
3. Non-Competition and Non-Solicitation. MANAGER and/or any of its
representatives shall not (either personally or via any of his agents,
affiliates or businesses in which it is a shareholder, partner, owner, employee,
officer, director, consultant or otherwise), during the Term of the Agreement:
(a) directly or indirectly solicit, hire, engage, endeavor to entice away from
the Company or otherwise interfere with the relationship of the Company with any
person or entity who is, or was within twelve (12) months period preceding the
termination of MANAGER’s engagement with the Company, a customer or client of
the Company, or who is, or was within twelve (12) months period preceding the
termination of MANAGER’s engagement with the Company, an employee, officer,
director, consultant or contractor of the Company; or
(b) directly or indirectly own an interest in, establish, open, manage, operate,
join, control, or participate in or be connected with, as a shareholder,
partner, owner, employee, officer, director, consultant or otherwise, in any
business, enterprise, trade or occupation similar to, or in competition with,
the business conducted, or proposed by the Company to be conducted, by the
Company.
(c) MANAGER further recognizes and acknowledges that a breach of this Section
would cause the Company substantial and irreparable damages.
(d) The obligations set forth in this Section 3 shall survive termination of the
Agreement and of MANAGER’s engagement with the Company pursuant to the specific
terms set forth herein.
4. Intent of Parties. MANAGER recognizes and agrees: (i) that this Undertaking
is necessary and essential to protect the Company’s business and to realize and
derive all the benefits, rights and expectations of conducting the Company’s
business; (ii) that the area and duration of the protective covenants contained
herein are reasonable; and (iii) that good and valuable consideration exists
under the Agreement, for MANAGER to be bound by the provisions of this
Undertaking.
IN WITNESS WHEREOF, MANAGER has executed this Confidentiality and
Non-Competition Undertaking as of the date hereof.
____________________________
[Full Name of Manager]
