Reseller Agreement Edited and signed on {{date}} B Y N My Doctor Ltd. 516092244 From 20 Freiman Street, Rishon Lezion to be referred to hereinafter: "The Company" On the one hand, L B I N Reseller Name: {{fullname}} Company number: {{company_id}} Address: {{address}} Mobile phone: {{phone}} Email: {{email}} to be referred to hereinafter: "The Marketer" on the other hand Whereas, the Company is engaged in the field of marketing, selling and operating service letters in the medical field (hereinafter: the "Products") Whereas, the Reseller declares that it has the knowledge, experience, means, skills and ability necessary to market the Products expertly and efficiently as specified in this Agreement; Whereas, the Company is interested in contracting with the Reseller for the purpose of providing services of marketing, promotion and sale of the Products (hereinafter: the "Services"), all subject to and in accordance with the terms of this Agreement; Whereas, the parties are interested in defining and regulating their legal relationship as detailed in the terms of this agreement below. Therefore, it was agreed and stipulated between the parties as follows: 1. The preamble to the agreement and its appendices constitute an integral part of it and will be read in one section with it. 2. The headings of the clauses are for convenience only, and will not be used for the purposes of interpreting the agreement. 3. Term of the Agreement 3.1 This Agreement is for a period of 12 months, starting from {{date}} (hereinafter: the "Term of the Agreement") This period will be automatically extended for an additional period of 12 months, unless either party to this Agreement has given the other party notice of termination of the engagement. 3.2 Each of the parties may terminate the engagement in accordance with this Agreement, by giving 30 days' prior written notice. The Reseller shall not be entitled to any compensation for the termination of the Agreement and shall not have any claim or claim of any kind whatsoever in connection with and as a result of the termination of such Agreement. 4. The Parties' Engagement 4.1 The Company hereby grants the Reseller a non-exclusive right from the Company to market the Products to potential customers. The marketer confirms that he knows that other marketers also market the products and will not have any claim or claim as a result. 4.2 "Reseller Customer" – a customer who purchased the Products on behalf of the Company through the Reseller Services and by virtue of his exclusive efforts, since the date of the entry into force of this Agreement, and who has fulfilled their obligations to the Company in full, including making regular payments in accordance with the Service Agreement. All this is in the event that the customer is not an existing customer of the Company and/or was a customer of the Company in the 6 months preceding the date on which he was added by the Reseller as a customer of the Company – all this as approved in writing by the Company. 4.3 The Retailer will bear the full cost of marketing the Products, and will not make any claim and/or demand to the Company, even if these marketing activities yielded little or no return to the Marketer. 4.4 The Reseller shall be entitled to provide the Services only through the Reseller and its employees. Marketing through any third party will require the Company's prior written approval. 4.5 The Reseller is not authorized and/or entitled to act on behalf of the Company and/or to perform any action that would obligate the Company, including and without derogating from the generality of the aforesaid, to make representations on behalf of the Company. 4.6 The Company shall be entitled, from time to time, to change and/or cancel from the range of products it markets and the Marketer shall have no claim against this. 4.7 It is hereby clarified that the Company, in accordance with its sole authority and discretion, will be entitled to change, from time to time, the Products, their content, their nature, their scope, their price and the scope of coverage of the Products, and he will have no claim, direct or indirect, against the Company as a result thereof. 4.8 The Company has the exclusive right, and at its sole discretion, not to attach any reseller customer referred to it by the reseller and/or to stop supplying products to the reseller customer, without providing an explanation to the reseller and without the reseller having the right to receive any compensation for any damage caused to him, if any, by the Company's refusal to do so. 5. Marketer's Statements The Reseller declares as follows: 5.1 The Reseller declares that he has the knowledge, experience, skills and ability necessary to perform the Services expertly and efficiently as specified in this Agreement, and that he has sufficient means, knowledge, experience, connections and skill for the purpose of locating, promoting, marketing and selling the Products. 5.2 That there is no legal and/or factual and/or legal impediment to entering into this Agreement and carrying out its provisions. In the event that such an impediment exists, the Reseller undertakes to notify the Company, in writing, of such impediment, immediately from the date of becoming aware of the existence of the impediment. 5.3 That he did not commit to any obligation contrary to any obligation under the agreement. 5.4 He is familiar with the law applicable to the Services, has all the necessary permits and licenses in connection with the performance of his obligations, and will act in accordance with any law and/or license. 5.5 that he has received all the data and information 5.6 that are necessary for the performance of the Services and its obligations, in accordance with the provisions of this Agreement, and that it is well acquainted with the Products, their nature and the provisions that apply to them. 5.7 Act in accordance with the instructions, guidelines, price list and procedures published by the Company and/or provided to it by the Company, as updated from time to time, all at its sole discretion. The marketer is not entitled to deviate from these provisions, and he undertakes to indemnify the company for any damage caused to it as a result. 5.8 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 6. Marketing of the products by the marketer 6.1 The Reseller undertakes not to misrepresent to the Reseller customers and to present only the services provided according to the products and specifications that will be provided to him by the Company. 6.2 The Reseller shall not use, directly or indirectly, the Company's logo and/or its name, unless it has received prior written approval from the Company. The marketer will indicate to the marketer's customers that he is not an employee of the company and that all his actions in the framework of marketing the products are the responsibility of the marketer and will refrain from presenting misleading data about the company and/or the products. 6.3 The Marketer will make use of advertising materials, in connection with the Products or the Company, which have been approved for use by the Company only. 6.4 For the avoidance of doubt, all expenses of the Marketer, including marketing and advertising of the Products, will be at the Marketer's expense only, and he will not be entitled to any payment for these expenses. 6.5 For breach of the Marketer's duty or misrepresentation by the Marketer under this Agreement – he undertakes to bear responsibility for any damage and/or expense and/or loss caused to the Company and/or the Marketer's Customer and/or any third party. The Company's indemnification will be made immediately upon its first demand, for any damage and/or expense and/or payment that it will be required to pay for an act and/or omission by the Company and/or anyone on its behalf, including for the incorrect and/or inaccurate presentation of the Products to the Customers and in any connection with the marketing of the Products, as well as for any damage and/or expense caused to the Company and/or anyone on its behalf to the extent that the Reseller does not fulfill any of its representations and/or obligations as stated in this Agreement. 6.6 The Reseller waives any claim and/or demand and/or claim against the Company in connection with the termination of an engagement and/or sale and/or cancellation of a transaction executed (subject to reimbursement of charges) in the event that it exercises its right to terminate its engagement with the Reseller customers for any reason, at its sole discretion. 6.7 In order to retain customers and/or operate the products, the Company may contact the marketer's customers, including taking any action required for the purposes of operation and/or providing a benefit and/or retaining the customer who qualifies the Company, all in accordance with its sole discretion 6.8 However, in no case will the Company contact the Marketer's customers for the purpose of marketing additional products or additional service letters without coordination with the Retailer 6.9 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 7. Consideration and Transfer of Payments 7.1 In exchange for the Marketer's Client, the Marketer will be entitled to receive from the Company a commission as detailed in Appendix A to this Agreement. (hereinafter: "Commission") all of this is subject to the fulfillment of all of the Marketer's obligations as stated in this Agreement. This consideration includes VAT. 7.2 The rate of commission for the marketer will be calculated from the amount of the final consideration actually received in the Company's account in respect of the marketer's customers. From this sum, the payments paid in respect of discounts, grants, refunds, claims of the marketer's customers or other benefits of equal monetary value that will be given to the marketer's customers (claims – if the marketer has chosen the track of participation in the claims to which Appendix A is appended) will be deducted, all as calculated by the Company and in accordance with its rules as they will be in effect from time to time. 7.3 It is hereby clarified that the Marketer's entitlement to receive the consideration is subject to the Company receiving from the Marketing Customer the consideration due to it in accordance with this Agreement in respect of the Products, on time and in order. 7.4 Notwithstanding the provisions of this Agreement, to the extent that the Company is compelled to provide services to the Reseller Client by itself and/or through anyone on its behalf of its choosing, due to complaints by the Reseller customers about the Reseller – the Company will deduct 20% of the consideration as stated in Section 7.1 above. 7.5 The Company will collect the consideration for the Products, which will be paid by the Marketer's customers by direct transfer to its bank account, or by way of credit clearing through the Company's terminal, or by means of payment of the bill from the bank account, in fixed monthly installments. 7.6 The Company will make an accounting with the Retailer, on a monthly basis, according to the Company's records. The company's records will constitute conclusive evidence of what is stated therein. 7.7 The Company has the right to determine as it sees fit the amount of the commission to be paid to the marketer for new products that do not exist in the appendix to the Company's price list, as the fees for new sales on existing products may change from time to time with the Company's 30 days' notice 7.8 The consideration will be paid to the Reseller during the term of this Agreement and after its termination, as long as the Reseller Customers' service letters are active and the consideration for them is paid to the Company in an orderly manner, and except in the event that the engagement in this Agreement is terminated due to its breach by the Reseller thereof. 7.9 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 8. Defining the Employment Relationship 8.1 It is clarified that there will be no employee-employer relationship between the Company and the Reseller and/or the employees on behalf of the Reseller and only the provisions of this Agreement and the derivative thereof will apply to this relationship. 8.2 It is hereby clarified that the Marketer and/or its employees are not entitled from the Company to payment of any benefits and social conditions prescribed by any law, including severance pay 8.3 In the event that the Company receives a claim and/or a demand based on an allegation that there was an employee-employer relationship between the Company and the Marketer, the Marketer undertakes to indemnify and compensate the Company for any damage and/or expense caused to the Company, including the tax authorities and the National Insurance Institute, immediately upon the Company's first demand. 9. Termination of Engagement 9.1 Upon the termination of the engagement, the Company will continue to pay the commissions every month and subject to clause 7. 9.2 The Reseller will not proactively contact the Client to cancel the Service Letter both during the Engagement Period and thereafter, in the event that the Reseller violates this clause, the Company will immediately indemnify the Company for all the damage caused to it as it presents. 10. Confidentiality 10.1 The Reseller undertakes to maintain in complete confidentiality, throughout the term of this Agreement and after its termination, all the information that was exposed to him during his work with the Company, and the disclosure and disclosure of which to any party or its use, other than for the purposes of marketing the products, may cause serious damage to the Company. The Reseller further undertakes not to photograph or make copies in any way, and not to disclose, transmit, publish, disclose, show and/or otherwise disclose, and to take all measures to prevent the disclosure, to any person or entity, of commercial or other secrets or information, of the Company and/or relating to the Customers or the Products or any part thereof. 10.2 The Reseller declares that it is known and agreed that any information to which it is exposed throughout the term of this Agreement is the exclusive property of the Company. 10.3 The Reseller undertakes that during the term of this Agreement and thereafter, he will not transfer and/or make use of any information about the Company and/or the information that will come to him in the course of his work with the Company and/or in connection with the Company. In addition, the Marketer undertakes that during the term of this Agreement and thereafter, it will maintain confidentiality in all matters relating to the Company's business and its affairs and will not harm in any way the Company's reputation and/or the Company's customer base. The marketer further undertakes not to solicit or attempt to solicit any of the Company's customers, employees and suppliers to terminate the engagement with the Company. 10.4 The Marketer undertakes to cause that the obligation to maintain confidentiality as aforesaid will also apply to its employees and to anyone acting on its behalf and/or for it, and that it will take all necessary steps to ensure the maintenance of such confidentiality. 10.5 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 11. Agreed-upon compensation In the event that one of the parties violates a fundamental condition of this agreement, the breaching party will be obligated to compensate the complying party in the amount equal to NIS 10,000 as fixed and pre-assessed damages. Without prejudice to the right of each party to the contract to sue the other for any remedy and remedy, in accordance with any law, including the enforcement of the contract and/or its cancellation and/or compensation for all damages caused to it, in such a case the plaintiff must give the defendant a warning of the breach of the agreement 14 days prior to the claim. 12. Jurisdiction The exclusive jurisdiction in all matters relating to this Agreement is in the competent court in Tel Aviv. 13. Miscellaneous 13.1 The Marketer gives its consent to the Company for the right to offset to the Marketer, from any amount due from it to the Marketer, for payment of a debt, of any kind and type, provided that it notifies the Marketer of any offset. 13.2 If it chooses, the Company may assign its rights and obligations by virtue of an agreement involving the management and treatment of the Marketer's customers to another entity, without the need to obtain the Marketer's consent, provided that the Marketer's rights to receive a commission are not violated. However, the Reseller is not entitled to assign its rights and/or obligations under this Agreement without obtaining the Company's prior written approval. 13.3 The Reseller declares that this Agreement is the only agreement between the Reseller and the Company, and that there is no validity to any agreement and/or arrangement and/or undertaking and/or representation made prior to this Agreement. In addition, any changes and/or additions to this Agreement shall be made in writing and expressly by the parties to the Agreement. 13.4 Any notice from one party to the other shall be in writing. The addresses of the parties are as indicated at the beginning of this agreement. Any notice sent by one party to the other by registered mail according to its address as aforesaid, will be deemed to have reached its certificate 96 hours from the date of its delivery for delivery at the post offices. As proof, we have come to the signatory: