Independent Contractor Agreement

This Agreement is entered into by Lichi Translations Ltd., an Israeli company, registration no. 514397348 with a business address at POB 18, Talmei Menashe, Beer Yaacov, Israel, 70300

(the “Disclosing Party” or “Lichi”)

And

on behalf of itself and its employees, sub-contractors, subsidiaries, successors, and affiliates.

(the “Receiving Party” or “the Contractor”)

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto (the “Parties” and each of them a "Party") agree as follows:

1. For the purpose of this Agreement, "Information" means any information received or obtained by the Contractor or presented to the Contractor by Lichi or a client of Lichi including any and all (1) details and contact information of Lichi's clients, including potential clients introduced to the Contractor by Lichi, (2) contact details of other Contractors or personnel introduced by Lichi, (3) texts (both source and translated language) including translation memory (TM) files, images, drawings, plans, formulae, charts, exhibits, and any appendixes, (4) trade secrets, (5) prices, (6) strategic and development business plans, ideas for processes, business records, project records, and (7) content and information that was generated, received, or obtained while the Contractor had a relationship with Lichi, provided services to Lichi, negotiated with Lichi, etc.

2. The Receiving Party shall hold the Information in strictest confidence using all available means. The Receiving Party shall not, directly or indirectly, disclose, publish, disseminate, copy, reverse engineer, transmit, reproduce, summarize, use, quote, or publish the Information, nor use it in any way.

3. The Receiving Party shall not make, directly or indirectly, commercial or any other use of the Information or any part thereof in any way. The Receiving Party may only use the Information in order to provide the Disclosing Party services as shall be agreed between them from time to time.

4. The Receiving Party shall have no right of title to the Information or to any modification, translation, or development of the Information.

5. The Receiving Party acknowledges that any unauthorized disclosure or use of the Information may cause serious harm and damage to the Disclosing Party and/or its clients, substantially diminish the value of intellectual and other properties and/or its proprietary interests, and cause economic, financial, and additional damages and hardship to Lichi and/or clients of Lichi. Due to the nature of the Information, the Receiving Party acknowledges and agrees that there can be no adequate remedy in law for any breach of the Receiving Party’s obligations hereunder, that any such breach may cause irreparable harm to the Disclosing Party, and that therefore, upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to any other remedy. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release, disclosure, or exposure of the Information, or other breach of the terms and conditions of this Agreement.

6. Upon the Disclosing Party’s request, the Receiving Party shall (a) return to the Disclosing Party all copies or extracts of the Information or any part thereof in any medium and form, and (b) permanently destroy all copies or extracts of the information or any part thereof that cannot be returned, and (c) permanently delete the Information and any part thereof stored magnetically or electronically, and (d) shall certify in writing by an authorized officer of the Receiving Party that all confidential Information has either been returned or permanently destroyed.

7. The Contractor will not initiate any business contact with anyone - client or potential client - who was introduced to him by Lichi (“Client of Lichi”) other than contact necessary for the fulfillment of the projects.

8. The Contractor will not provide personal or other contact details to any "Client of Lichi". If direct interaction is necessary for the fulfilment of the project, the Contractor will notify Lichi immediately and will ask the client to address Lichi.

9. The Contractor or any third party on his behalf will not, during and after the term of this agreement, provide any competing services to any "Client of Lichi" without Lichi's advance written consent.

10. Should any "Client of Lichi" contact the Contractor concerning any work or project absent approval from Lichi, the Contractor will immediately refer the matter in detail to Lichi upon receipt.

11. All financial affairs will be dealt directly and only with Lichi. The Contractor or any third party on his behalf will not approach any "Client of Lichi" with any financial issues and will not receive any direct or indirect payment (including refund of expenses) from them. Notwithstanding the above, any income from any "Client of Lichi" will belong to Lichi in its entirety and Contractor will forward any such income to Lichi immediately upon receipt.

12. Any compensation, salary, payment, remuneration, benefit, or consideration received by the Contractor from any client introduced to the Contractor by Lichi, directly or indirectly, will be the sole property of Lichi, and the Contractor shall immediately inform Lichi of its receipt and transfer it to Lichi in full.

13. The Contractor will not discuss or disclose to any third party any financial arrangement between the Contractor and Lichi.

14. Lichi will pay the Contractor payment for his services as shall be agreed between the Parties in writing.

15. The Contractor confirms to Lichi that he is capable of providing high quality services for the projects assigned by Lichi.

16. If the quality of the service provided by the Contractor is impaired, or justified complaints are received from the client, the Contractor will provide full support and complete all necessary work in a timely manner until the client is satisfied at no extra charge. If the client is still unsatisfied, Lichi will be entitled to deduct a fee paid to Contractor.

17. The parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment, or joint venture relationship between the Parties. The Contractor is not and will not be considered an employee or Lichi. Each Party shall be deemed to be acting solely on its own behalf and has no authority to incur obligations or perform any acts or make any statements on behalf of the other Party. Neither Party shall represent to any person or permit any person to act upon the belief that it has any such authority from the other Party.

18. This Agreement shall remain in force unless cancelled by either Party in writing. The obligations in this Agreement shall survive any termination of this Agreement.

19. The Contractor fully understand that the above obligations are essential for Lichi and that Lichi would not have contracted with the Contractor otherwise. Therefore, any breach of the abovementioned will entitled Lichi to initiate legal actions including any injunction order.

20. The validity, interpretation, and performance of this undertaking and declaration shall be governed only by the laws of the State of Israel. All disputes between the Parties shall be adjudicated exclusively in the Central District in Israel. The Parties agree that filing by email shall be valid and binding and grant jurisdiction to the Israeli courts.

21. No change, modification, alteration, or addition to any provision of this agreement shall be binding unless in writing and signed by both Parties

22. Articles 1-10 & 17 of this Agreement shall remain valid and binding during the term of this Agreement and any time thereafter. Other articles of this Agreement will be valid for as long as the Contractor works with Lichi and shall remain valid and binding for 36 months after that.

23. Each Party declares that they have read and understood this document and that they are fully authorized to sign it and fully capable of executing it.

24. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any prior understanding and agreements between and among them as to the subject matter hereof. This Agreement shall not be modified except by a written agreement duly signed by both Parties. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.