Consulting Agreement
Exhibit 10.15
This Consulting Agreement is made as of , by and between TopSpin Med
ical (Israel) Ltd. (the
“Company”) a company incorporated in Israel whose regietered office is at Xxxxxx Xxxx, 0 Xxxxxx
Xx., Xxxxx Xxxxxxxxxx Xxxx Lod, Israel, and of (the “Consultant”).
1 Consultancy.
1.1 Consulting Period. The Consultant shall serve as a consultant to the Company in
respect of the Services (as defined in Section 2 below) for a period commencing on the date of this
Agreement and continuing until termination of this Agreement in accordance with Section 7 below
(the “Consulting Period”).
1.2 Experience. The Consultant represents it has the capability, know-how, expertise
and experience necessary to perform the Services. The Consultant will devote sufficient time and
efforts to performing the Services under this Agreement, as may be required to accomplish the
duties described below.
1.3 No Conflicts. The Consultant represents that the performance of the Services or
any other duties and obligations of the Consultant hereunder do not and will not conflict with, or
breach, any prior agreement, contract, patent disclosure agreement, non-competition agreement, any
restrictive covenant relating to the involvement whatsoever of the Consultant with the Company or
any other instrument to which the Consultant is a party or by which he is bound.
1.4 Reliance. Consultant understands that the Company is relying on the
representations made by Consultant in this Section 1 in making its decision to enter into this
Agreement.
2 Services. During the Consulting Period, Consultant shall provide Company with consulting
services as detailed in Exhibit A (the “Services”) as may be requested by the Company to the best
of his ability. The Company may, from time to time, reasonably modify the Services in order to
more appropriately conform to its business demands.
3 Legal Relationship. The Consultant shall be an independent contractor with regard to the
Company and the Consultant shall not be an employee or agent of the Company. Unless separately
authorized by a specific power of attorney, the Consultant shall not bind or purport to bind the
Company to any contract or obligation whatsoever. The Consultant agrees to indemnify the Company
and hold it harmless to the extent of any obligations imposed by law on the Company to pay any
withholding taxes, social insurance payments or unemployment or disability insurance or similar
items in connection with any services performed by the Consultant hereunder.
4 Compensation. In consideration of the Services supplied, the Consultant shall be
entitled to fees as detailed in Exhibit B.
5 Rights to, and Ownership of, Work Product
5.1 “Work Product” means all ideas and information which reasonably could concern or be in any
way beneficial to the business of the Company, that are created, developed, discovered, acquired or
invented by the Consultant (whether alone or with a third party) in connection with the Consultancy
Services, including Technology (defined below) analyses, recommendations, reports, compilations,
studies, business
opportunities,
customer and supplier contacts, innovations and improvements relating to the business of the
Company.
5.2 “Consultancy Services” means all work performed by the Consultant pursuant to this
Agreement.
5.3 “Technology” means data, discoveries, ideas, inventions, know-how, methods, processes,
research, technical information, and other intellectual property, whether tangible or intangible,
including, without limitation, any and all designs, drawings, flow charts, products, software, and
specifications, together with the intellectual property rights applicable thereto, including,
without limitation, copyrights, patents (including any extension, reissue, continuation,
substitution, continuation-in-part, division, or renewal patents), patent applications, inventor
certificates, and trade secrets.
5.4 The Company shall own all rights, title, and interest in all Work Product, including all
patents and other intellectual property rights constituting Work Product, and shall have the
unrestricted right to use the Work Product and to license any third party to use the Work Product
without the consent of the Consultant, and without any duty to account to or share proceeds with
the Consultant on account of such use or licensing of the Work Product. The Consultant agrees
promptly to disclose all Work Product to the Company, and to take all actions, execute all
assignments, verify and deliver all documents the Company may reasonably request in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing the Company’s proprietary rights in the
Work Product, during the term of this Agreement and thereafter.
5.5 The provisions of the preceding paragraph shall not apply to any preexisting materials,
information, or ideas that may be in the possession of the Consultant in written form prior to the
date of this Agreement.
5.6 The provisions of this Section 5 shall survive the termination of this Agreement.
6 Confidentiality and Non-Competition
6.1 Confidentiality. The Consultant acknowledges that during the course of the
performance of consultancy services for the Company, he will have access to confidential
information, knowledge and data regarding or relevant to the business of the Company, whether
received, acquired or developed by it or otherwise, including, without limitation, trade secrets,
marketing and pricing data, customer information (collectively, “Proprietary Information”). The
Consultant hereby agrees:
6.1.1 Other than in the course of performing consultancy services for the Company, it will not
divulge, disclose or communicate to any third party in any manner, directly or indirectly,
Proprietary Information or Work Product, except such as is at the time generally known to the
public and which did not become generally known through the breach of any provision hereof;
6.1.2 It will not use for his own benefit or purposes or for the benefit or purposes of any
third party or permit or assist any third party to use in any manner, directly or indirectly,
Proprietary Information or Work Product; and
6.1.3 Upon the termination of this Agreement, it will promptly deliver to the Company all
Proprietary Information and Work Product in its possession or under his control.
6.2 Non-Competition. During the term of this Agreement and for one year thereafter,
the Consultant shall not, directly or indirectly, on his own account, or as a
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shareholder, partner,
joint venturer, franchisor, licensor, director, officer, consultant, creditor and/or agent or
otherwise:
6.2.1 enter into or engage in any business or other entity in the same line of work, or any
business which competes with the business of the Company;
6.2.2 promote or assist, financially or otherwise, any person, firm, association, corporation
or other entity engaged in any such business;
6.2.3 canvass, solicit or accept any business, patronage, orders, customers, or clients, for
itself or for any other person or entity, from any clients or customers of the Company or its
affiliates, or give any other person, firm or corporation the right to do any of the foregoing on
his behalf; or
6.2.4 directly or indirectly request or advise any clients, customers, shareholders, or
suppliers of the Company, or any governmental authority, to withdraw, curtail, or cancel their
business with the Company, or in any other way directly or indirectly interfere with or disrupt or
attempt to disrupt the Company’s relationship (express, implied, or otherwise) with any of its
clients, customers, shareholders, or suppliers or any governmental authority.
6.3 Non-Solicitation of Employees. During the term of this Agreement and for two years
thereafter, the Consultant shall not induce any employee, consultant or representative of the
Company not to continue as an employee, consultant or representative of the Company, or to accept
any employment, consultancy or representation with any person or entity other than the Company.
6.4 Specific Performance. The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach or threatened breach of the provisions of this Section
6, and that any party may in its sole discretion, in addition to any other available remedies,
apply to any court of law or equity of competent jurisdiction for and be entitled to specific
performance and/or injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.
6.5 The provisions of this Section 6 shall survive the termination of this Agreement.
7 Term and Termination
7.1 This Agreement shall enter into effect as the date hereof, and shall continue in effect
until or until earlier terminated in accordance with this Section 7.
7.2 Either party may terminate this Agreement at any time upon 30 days notice, without the
need to give any reason.
7.3 This Agreement may be terminated immediately by the Company in the event of:
7.3.1 Material breach by the Consultant of any provision of this Agreement which is not
curable or is not cured by the Consultant within 7 days after his receipt of notice thereof from
the Company containing a description of the breach or breaches alleged to have occurred (it being
understood that Sections 1.3, 1.4, 5 and 6 of this Agreement are deemed to be material provisions);
7.3.2 Persistent neglect by the Consultant or material failure by the Consultant to adequately
perform the Duties;
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7.3.3 Any act of moral turpitude by the Consultant or action by the Consultant to
intentionally harm the Company;
7.3.4 the Consultant becoming bankrupt; the filing by or against the Consultant of a petition
in bankruptcy, or a composition with creditors or any similar action in consequence of debt.
7.4 The Consultant and the Company shall not have any claim against the other party, for
damages or otherwise, or be entitled to any payment or other benefit, as a result of the
termination of this Agreement in accordance with its terms.
8 Miscellaneous
8.1 Notices. All notices or other communications hereunder shall be in writing and
shall be given in person, by registered mail, or by facsimile transmission (provided that written
confirmation of receipt is provided), at the above address or at such address as a party may from
time to time designate in writing to the other parties. Notices shall be deemed to be received 4
days after being sent or 24 hours after being faxed.
8.2 No Assignment. The performance of the Consultant’s obligations hereunder may not
be transferred or assigned by the Consultant. The Company may assign this Agreement to any
successor in interest without the consent of the Consultant.
8.3 Governing Law. This Agreement shall be exclusively governed by and construed in
accordance with the laws of the State of Israel. Any action instituted by any of the parties shall
be brought in the appropriate court in the State of Israel, which shall have exclusive jurisdiction
over such actions.
8.4 Preamble; Annexes/Titles. The preamble to this Agreement and the Exhibits hereto
form integral parts hereof. The titles in this Agreement are intended for convenience purposes only
and they do not have and shall not be ascribed any weight in the interpretation hereof.
8.5 Entire Agreement; Amendment, etc. This Agreement is the entire agreement between
the parties with respect to the subject matter hereof, and supersedes all prior understandings,
agreements and discussions between them, oral or written, with respect to such subject matter.
This Agreement shall not be modified or amended except by a written instrument, signed by the
parties hereto. All remedies specified herein or otherwise available shall be cumulative and in
addition to any and every other remedy provided hereunder or now or hereafter available at law or
in equity. No waiver or failure to act with respect to any breach or default hereunder, whether or
not the other party has notice thereof, shall be deemed to be a waiver with respect to any
subsequent breach or default, whether of similar or different nature.
8.6 Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
8.7 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
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| TopSpin Medical (Israel) Ltd. | Consultant | |||||||||
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Name:
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Name: | |||||||||
Title:
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