The Services Contract Clauses (58)

The Services. The Company hereby engages the Consultant as an independent consultant and the Consultant hereby agrees to serve as a consultant to the Company and to provide services as the CFO of the Company (the "Services"). The engagement hereunder commenced on January 1st, 2021 (the "Effective Date"). For the avoidance of any doubt, the Services shall be performed personally and exclusively by the Consultant. 1.2. The Consultant shall cooperate on an ongoing basis with such employees, consultants and contr...actors of the Company as determined by the Company from time to time; the person within the Company who shall be in charge of the engagement of the Consultant shall be the CEO of the Company or such other person as determined by the Company from time to time. The Company may require the Consultant to provide reports or other types of ongoing information concerning the Services as determined from time to time, whether or not set forth herein. 1.3. The Consultant shall devote an average of 8.5 hours per workweek in performing his duties and responsibilities under this Agreement, and as shall be reasonably required by the Company. It is hereby clarified that the nature of Services to the Company may require attending conference calls, road show presentations and other activities that may take place in a concentrated manner during a short period, at late hours (suitable for business operating with US presence) and may require the Consultant to devote more than the average scope hereunder. If the scope of Service would exceed the average scope indicated above, the Company and the Consultant shall agree on an appropriate adjustment to the Consultant Fees hereunder. 1.4. The Consultant agrees to perform his duties described herein in a faithful, diligent and professional manner. The Consultant acknowledges that the position of CFO at the Company will subject him to fiduciary and other duties which are inherent to such position. Further, the Consultant acknowledges that the Company's business will require it to become a publicly traded company, and its business will essentially involve compliance with various laws, rules and regulations applicable to publicly traded companies. Without derogating from the foregoing, the Services will include, among other things: 1.4.1. Observing the performance of and handling the activities assigned to the Company's accountants, bookkeeper, auditors and other professionals in similar positions or fulfilling related tasks; 1.4.2. Being appraised of and accordingly advise the Board of Directors as to, the various financial, tax and other relevant requirements and matters that should be considered by the Board of Directors; and 1.4.3. Observing the preparation of materials for audits, including attending the relevant committees, Board meetings, shareholders' calls and handling such other activities as may be assigned to the Consultant by the Board of Directors or the CEO of the Company. 1.5. The Consultant shall be responsible for maintaining, at the Consultant's own expense, a place of work, any equipment and supplies necessary for the performance of the Services. 1.6. Nothing in this Agreement shall be interpreted as preventing or restricting the Company from obtaining or seeking from any other person services of the same nature as the Services, or otherwise from performing or seeking to perform any action or operation. Nothing in this Agreement shall be interpreted as preventing or restricting the Consultant from supplying services to any third party, as long as Consultant shall notify the Company in advance before engaging in any additional business activities and that such activities and/or services to third parties (i) do not conflict with any obligation or undertaking of the Consultant hereunder, including under Schedule B (ii) do not interfere with the performance of or restrict the ability of the Consultant to perform the Services hereunder, and (iii) do not conflict nor compete, directly or indirectly, with the activity or business or contemplated business of the Company or any subsidiary thereof. Without derogating from the above, Consultant hereby represents that as of the date of this Agreement, all Consultant's additional engagements and activities (with or without consideration) with any third parties are listed in Schedule A, attached hereto (each an "Approved Activity" and collectively the "Approved Activities"). Consultant hereby represents and warrants that such Approved Activities are in accordance with the terms of this section 1.6. 1.7. The Company will maintain a directors and officers insurance policy to its senior officers and/or executes indemnification agreement with its senior officers, the Consultant's engagement shall be covered under the same terms of such insurance policy and/or indemnification agreement, as those applicable to the other senior officers of the Company. View More