SERVICE AGREEMENT

This service agreement (the “Agreement”) is made as of the ____ of __________ 201_ (the
“Effective Date”) by and between Gvahim, a non-for-profit organization registered under the
laws of the State of Israel, located at Einstein 68, Tel Aviv, Israel, with registration number:
580512390 ( “Gvahim”) and ______________________ t.z number__________________ a
representative of a venture known as “ _____________________________”[ or a company
incorporated under the laws of Israel with registration number ____________________] (the
"Recipient").

Gvahim and the Recipient shall collectively be referred to as “Parties” and individually as
“Party.”
Whereas, Gvahim’s mission is to enable highly skilled olim (immigrants) and returning citizens
to achieve their professional ambitions in Israel and overcome the obstacles to their success and
integration, AND
Whereas, Gvahim operates an accelerator program for start-ups (“TheHive” or the
“Program”), AND
Whereas, the Recipient is interested in joining the Program and receiving certain services from
Gvahim.

Now, therefore, the Parties have agreed as follows:

1. Obligations of the Parties

1.1. Services provided by Gvahim
Subject to the terms and conditions hereof, Gvahim hereby agrees and undertakes to provide
Recipient with the following services (the “Services”):
1.1.1 Provide Recipient’s team with two seats at TheHive co-working space located at Gvahim’s
offices, during the Term (as defined in 4.1 of this Agreement), including the possibility to
use a meeting room upon prior booking. Additional seating will be provided subject to
availability.
1.1.2 Provide the Recipient with volunteer mentors to support the Recipient in the strategic
development of Recipient’s venture (the “Venture”), for which it was selected to
participate in the Program.
1.1.3 Offer the Recipient lectures and workshop sessions.
1.1.4 Provide comprehensive support to the Recipient in order to increase the chances of
success and sustainability of the Venture.
 1.2. Undertakings of Recipient
1.2.1. Recipients hereby agrees and undertakes to: (i) ensure that at least one member
of the Recipient’s team shall attend the lectures/workshops/events of the Program
at least two days per week at Gvahim during the Term, (ii) devote most of its time
to the development of the Venture during the Term, (iii) refrain from doing or
allowing any action, which may injure the goodwill and/or reputation associated
with Gvahim and/or TheHive, (iv) care and protect the property placed at its
disposal by Gvahim. In the event of any damages caused by Recipient to that
property, the Recipient shall bear the cost of such damages.
1.2.2. Recipient must not use the Services for any activity that will be deemed, or
encourages activity that will be deemed as threatening, harassing, anti-competitive,
misleading, libelous, defamatory, obscene, pornographic, profane or otherwise
objectionable.

2. Representations and Warranties

Each Party hereby individually represents and warrants that:
(i) it has full power and authority to enter into this Agreement and carry out the actions
contemplated under this Agreement;
(ii) its entry into this Agreement and the performance of its obligations under this
Agreement will not infringe the rights of any third party or cause it to be in breach of
any obligations to a third party;
(iii) there is no hindrance, legal, contractual or otherwise for its entry into this
Agreement and fulfillment of all its obligations hereunder;
(iv) it will act in all matters loyally and faithfully to the other Party, in accordance with
good business and ethical practices,
(v) it will not to enter into any contract or accept any obligation inconsistent or
incompatible with its respective undertakings under this Agreement.

3. Fees and payment terms

3.1. In consideration for the Services, the Recipient shall pay Gvahim 5,000 (five thousand)
shekels including VAT in five payments of 1,000 (one thousand) shekels each month
(each a “Monthly Fee”).
3.2. The Monthly Fee shall be paid upon signature of the Agreement either: (i) by 5 credit
card installment payments, or (ii) by 5 checks pre-dated January 10th 2019, February 10th
2019, March 10th 2019, April 10th 2019, and May 10th 2019.
3.3. In addition and in the event that during the Term and/or within 18 months following the
Term of this Agreement, the Recipient raises funds for the Venture, whatever the nature
of the fundraising and whether the fundraising is related directly or indirectly to the
Services rendered by Gvahim, the Recipient agrees and undertakes, to (i) notify Gvahim
within 15 days of receipt of the funds and (ii) to pay to Gvahim 3% ( three percent) of the
total amount raised within 60 days of receipt of the funds by Recipient (the “Fundraising
Success Fee”).
3.4. The Monthly Fee and the Fundraising Success Fee are non-refundable fees.
 3.5. The provisions of this Section 3 shall survive expiration of this Agreement.

4. Term and Termination

4.1. This Agreement shall be in full force and effect as of the Effective Date, and for a period
of five (5) months (the “Term”) unless earlier terminated by any Party at any time and
for any reason whatsoever or for no reason, subject to a 30 (thirty) day prior notice to
the other Party.
4.2. Gvahim may terminate this Agreement immediately and without notice for any material
breach of this Agreement by Recipient.
4.3. In case of termination by either Party, the Recipient’s Monthly Fee payment shall be due
until the effective termination date of the Agreement.
4.4. Notwithstanding the foregoing, in case of termination of the Agreement by Gvahim,
the Fundraising Success Fee shall not be due by Recipient.
4.5. Upon any termination or expiration of this Agreement, Gvahim will cease providing the
Services

5. Confidentiality
5.1. Either Party (the “Disclosing Party”) may disclose to the other party (the “Receiving
Party”) certain confidential information regarding the technology, business or activities of
the Disclosing Party (“Confidential Information”). The Receiving Party agrees to keep
confidential and not disclose or use any Confidential Information except for purposes of
providing or receiving the Services or in furtherance of the relationship of the Parties
hereunder. Confidential Information shall not include information that the Receiving Party
can show (i) was already lawfully known to or independently developed by the Receiving
Party without access to or use of Confidential Information, as shown by contemporary
documentary evidence, (ii) was received from any third party without restrictions, (iii) is
publicly and generally available, free of confidentiality restrictions; or (iv) is required to be
disclosed by law, provided that the Receiving Party provides the Disclosing Party with
prompt notice of such requirement and cooperates in order to minimize such
requirement.
5.2. At the request of the Disclosing party, the Receiving Party shall return to the disclosing
party all Confidential Information and documents containing extracts thereof in tangible
form and not retain any copies of it, including copies made by electronic forms.
5.3. This Section 5 shall survive termination or expiration of this Agreement.

6. Intellectual property rights

6.1. The Parties hereby agree and undertake that the Venture, including but not limited to all
data and results arising, directly or indirectly, from the Services provided to the Venture
and including but not limited to electronic files as well as any and all inventions,
discoveries and improvements, are and will remain the sole and exclusive property of
the Recipient.
6.2. The Parties hereby specifically agree that nothing in this Agreement shall be interpreted
 as granting Gvahim any right whatsoever regarding the Recipient’s Confidential
Information, including any intellectual property rights in direct or indirect relation
thereto.
6.3. The Parties hereby irrevocably agree and undertake that the invention rights relating to
the Recipient’s Confidential Information shall be the absolute and exclusive property of
the Recipient.
6.4. This Section 6 shall survive any termination or expiration of this Agreement.

7. Independent Advisors
Recipient may receive business and technical consulting services from local business
professionals, economic development professionals, and others (collectively, “Independent
Advisors”). These Independent Advisors are not employees or agents of Gvahim, and they will
not be bound by this Agreement. Recipient acknowledges and agrees that Gvahim shall not be
held liable for the acts or omissions of these Independent Advisors.

8. No Guarantee of Results
Recipient acknowledges and agrees that Gvahim cannot guarantee that Recipient’s Venture will
succeed. Gvahim makes no representation as to the commercial utility of the Services. Recipient
shall be solely responsible for making all decisions and taking actions related to its Venture,
including compliance with all applicable laws and regulations, and Recipient hereby waives and
covenants not to sue Gvahim or its employees, agents, contractors, or other representatives for
any claim related to such matters.

9. Insurance
Gvahim is not responsible for insuring Recipient’s Venture. It is Recipient’s responsibility to
maintain insurance in such types and amounts customary for and necessary to protect and insure
against the type of risks involved with the type of business operated by Recipient, including but
not limited to, as applicable, general property and casualty, workers compensation, directors and
officers, and product liability insurance. Upon request, Recipient shall provide Gvahim with a
certificate of insurance for all insurance coverage maintained by Recipient.

10. Indemnification
Recipient shall defend, indemnify and hold harmless Gvahim (and its affiliates, officers, directors
and employees) from and against any and all damages, costs, losses, liabilities or expenses
(including court costs and reasonable attorneys’ legal fees) which Gvahim may suffer or incur in
connection with any actual claim, demand, action or other proceeding by any third party arising
from or relating to any breach of this Agreement by Recipient. Recipient may not settle or
compromise such suit without the written consent of Gvahim. Gvahim may be represented in
any such suit by counsel of its own choosing at its own expense.

11. DISCLAIMER OF WARRANTIES.

RECIPIENT ACCEPTS THE SERVICES ‘AS IS’. GVAHIM MAKES NO REPRESENTATIONS OR
WARRANTIES REGARDING THE SERVICES AND DISCLAIMS ALL IMPLIED AND STATUTORY
WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTIBILITY,
FITNESS FOR A PARTICULAR PUPOSE OR NON-INFRINGEMENT. NO OTHER DOCUMENT OR ORAL
STATEMENTS MADE BY GVAHIM OR ITS REPRESENTATIVES SHALL BE DEEMED TO PROVIDE ANY
WARRANTY OR REPRESENTATION UNLESS EXPRESSLY SET FORTH HEREIN.

12. LIMITATION OF LIABILITY.

IN NO EVENT SHALL GVAHIM (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEEES,
CONSULTANTS, SHAREHOLDERS, ADVISOS AND THIRD PARTY SERVICE PROVIDERS) HAVE ANY
LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVIE DAMAGES,
ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED
HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST
DATA. IN NO EVENT, SHALL THE LIABILITY OF GVAHIM (OR ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEEES, CONSULTANTS, SHAREHOLDERS, ADVISORS AND THIRD PARTY SERVICE
PROVIDERS) FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS
AGREEMENT EXCEED THE AMOUND OF PAYMENT RECEIVED BY GVAHIM FROM RECIPIENT IN THE
12 MONTHS PRECEDING THE APPLICABLE CLAIM.

13. No agency
13.1. The Parties hereby expressly agree and declare that the relationship between Gvahim
on the one hand and the Recipient on the other hand, is that of an independent
contractor, without authority to legally bind Gvahim, nor is it a relationship of
employer-employee, principal-agent, partnership and/or joint venture, or any other
legal relationship differing from that of a client and an independent contractor.
13.2. Nothing in this Agreement shall be construed as granting either Party, or whom on its
behalf, the power or authority to act for or on behalf of the other Party, to create
any undertakings on behalf of the other Party, or to bind or commit the other Party in
respect to any such undertakings.

14. Miscellaneous
14.1. Notice. All notices, statements and reports required or contemplated herein by one
Party to the other shall be in writing and shall be effective (i) if mailed, seven (7) business
days after mailing with registered mail, (ii) if sent by messenger, upon receipt, and (iii) if
sent via facsimile or e-mail, upon transmission and electronic confirmation of receipt or
(if transmitted and received on a non-business day) on the first business day following
transmission and electronic confirmation of receipt.
14.2. No Waiver. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by the
Parties. No waiver by either Party hereto at any time of any breach by the other Party
hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other Party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
14.3. Governing Law. This Agreement, including the validity, interpretation, or performance
of this Agreement and any of its terms or provisions, and the rights and obligations of the
 Parties under this Agreement shall be governed by, interpreted, construed and enforced
in and only in accordance with, the domestic laws of the State of Israel without giving
effect to any choice or conflict of law provision or rule that would cause the application
of the laws of any jurisdiction other than the State of Israel. The competent court in Tel
Aviv-Jaffa will have the sole jurisdiction over any dispute arising under this Agreement.
14.4. 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.
14.5. Entire Agreement. This Agreement, including the exhibits, constitutes the entire
agreement between the Parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties hereto with
respect to the subject matter hereof. No agreement or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have been made
by either party, which are not expressly set forth in this Agreement.
14.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns. Neither this Agreement nor
any right or interest hereunder shall be assignable or transferable by the Recipient, its
beneficiaries or legal representatives without the prior written approval of Gvahim.
14.7. Interpretation. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
14.8. 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. Signatures by facsimile or signatures which have been scanned and
transmitted by electronic mail shall be deemed valid and binding for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date:

GVAHIM RECIPIENT

Signature:____________ Signature:____________

Name: ___________ Name: ___________

Title: _____________ Title: _____________