Service Provider Agreement
Held and signed in Tel Aviv on {{nf_entry_date}} in 2023

B Y N
My Doctor Ltd. 516092244
From 30 Herzl Street, Rishon LeZion
to be referred to hereinafter: "The Company" on the one hand.
{{fullname}}

{{fullname}}

ID/C.P.: {{company_id}}

{{company}}

From {{address}} street {{address2}}

to be referred to hereinafter: "Service Provider" 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 Service Provider provides, through it or through its contracted dentists (hereinafter: the "Caregivers"), dental services in its clinic at {{address}}
Whereas, the Company is interested in contracting with the Service Provider for the purpose of providing dental care to the Company's customers (hereinafter: the "Services" and/or the "Treatments"), 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 36 months, from 01.08.2022 until 31.12.2023 (hereinafter: the "Agreement Period"), 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 90 days' prior written notice, and this will not grant the other party any compensation for the termination of such agreement.



4. Contact details between the parties
4.1 "The Company's Customer" – a customer who purchased the Products on behalf of the Company and who fulfilled his obligations to the Company in full, including making regular payments in accordance with the Service Letter.
4.2 "Eligible Customer" – a customer of the Company who is entitled to the services of the Service Provider.
4.3 The Company will carry out the eligibility check for the Company's customers and will be solely responsible for determining whether the Company's customer is an eligible customer.
4.4 The Company will transmit the details of the Eligible Customer once a month, subject to the provisions of any law and with the consent of the Eligible Customers, to the Service Provider via a designated email.
4.5 The Service Provider will collect the deductible from the Subscriber in accordance with the Appendix detailed below: "Deductible Appendix"
4.6 The Service Provider is not authorized and/or permitted 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.



5. Service Provider Statements
The Service Provider declares as follows:
5.1 The Service Provider declares that it has the knowledge, experience, skills and ability necessary to perform the Services with expertise and efficiency as specified in this Agreement, and that it has sufficient means, knowledge, experience, connections and skill to perform the Services.
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 Service Provider 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, to the extent that such permits and licenses are required, and that he will act in accordance with any law and/or license.
5.5 that subject to the correctness of the Company's statements, it has received all the data and information necessary for the performance of its services and obligations, in accordance with the provisions of this Agreement.
5.6 The Service Provider will not use, directly or indirectly, the Company's logo and/or its name, unless it has received prior written approval from the Company.
5.7 The aforesaid is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement.






6. Company Statements

The Company declares as follows:
6.1 That there is no legal and/or factual and/or legal impediment to its entry into this Agreement and to the hiring of the services of the Service Provider as specified in this Agreement. In the event that such an impediment exists, the Company undertakes to notify the Service Provider, in writing, of such impediment, immediately from the date of becoming aware of the existence of the impediment.
6.2 That it has not undertaken any obligation contrary to any obligation under the agreement.
6.3 It is familiar with the law applicable to the activity that is the subject of the Agreement and has all the necessary permits and licenses in connection with the performance of its obligations, and that it will act in accordance with any law and/or license.
6.4 that it has provided the Service Provider with all the data and information necessary for the performance of the Services and its obligations, in accordance with the provisions of this Agreement.
6.5 It has lawfully registered the databases used to carry out its activities under this Agreement and it is acting in accordance with the provisions of any law and the Law and Technology Authority. It has authorization, to the extent required by law, from the data subjects in the Company's databases to transfer the information and/or provide access to the information to the service provider and anyone on its behalf within the framework of the Services. The Company will ensure that the registration with the Registrar of Databases regarding the databases relevant to the execution of this Agreement to which the Service Provider will be granted access, in such a way that the Service Provider will be registered as the holder of the databases for the period of the Agreement. A breach of this clause is not a fundamental breach of the agreement and will not entitle the other party to compensation.
6.6 The aforesaid is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement.


7. The Consideration
7.1 The Company will contact the Service Provider as much as possible with the Company's customers who require dental treatments who live in the clinic area (hereinafter: the "Consideration").
8. Defining the Employment Relationship:
8.1 It is clarified that there will be no employee-employer relationship between the Company and the Service Provider and/or the Caregivers and only the provisions of this Agreement and the derivatives thereof will apply to this relationship.
8.2 It is hereby clarified that the Service Provider and/or the Caregivers 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 a claim that there was an employee-employer relationship between the Company and the Service Provider, the Service Provider undertakes to indemnify and compensate the Company for any damage and/or expense caused to the Company, in accordance with a final judgment, including to the tax authorities and the National Insurance Institute – immediately upon the Company's first demand.



9. Liability and Indemnification
9.1 Each party hereby undertakes to the other party to be liable for any damage and/or expense and/or loss caused to the other party and/or any third party as a result of the breach of this Agreement by the other party and/or by anyone on its behalf.
9.2 It is hereby clarified and expressly agreed between the parties that the Service Provider is responsible for ensuring that each of the caregivers in the arrangement has a professional/medical liability policy, which covers his liability for the treatments he will provide to the Clients (the "Insurance Policy").
9.3 Each party undertakes to indemnify the other party for damage that it is responsible for as aforesaid. The indemnification will be made immediately upon the first demand of the indemnified party.
9.4 In the event that a claim is filed against the Company by the Service Provider's Customer or a caregiver on its behalf, the Service Provider will be obligated to indemnify the Company for all its expenses as well as for any amount that will be awarded in favor of the Customer or that will be reached in a settlement arrangement between the parties.


10. Maintaining confidentiality
10.1 Subject to any law, each party shall keep confidential the confidential information provided to it by the other party and/or obtained by it regarding the other party and/or any of its related companies, in connection with this Agreement and/or its execution and/or in connection with its business and/or customers and/or suppliers of the other party and/or any of its related companies (hereinafter: "Confidential Information").
10.2 Each of the parties undertakes to keep confidential and not to transmit and/or disclose and/or publish, directly or indirectly, any confidential information that has reached it and/or that is in its knowledge, including price lists, credit terms, customer details, customers' personal information, product details, work methodologies, etc.
10.3 The provisions of this section shall not apply to any part of the information provided by one party to another, if the other party can prove that one or more of the following exists in that part of the information: (a) that part of the information is in the public domain at the time of its delivery, or has subsequently become public domain through no act or omission of the receiving party; (b) that part of the information was developed by him before he received it from the other party, whether before the entry into force of this Agreement or during its execution; (c) that part of the information was received by him from a third party that is not under the control of the other party; (d) when the party providing the information expressly and in writing permitted its disclosure; (e) When the receiving party is required to disclose it by law, including in accordance with the provisions of the Securities Law, 5728-1968 (hereinafter: the "Securities Law").







11. Jurisdiction
The exclusive jurisdiction in all matters relating to this Agreement is in the competent court in Tel Aviv.

12. Miscellaneous
12.1 The Service Provider declares that this Agreement is the only agreement between it 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.
12.2 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 a party to the other by registered mail according to its address
As stated, it will be considered as if it arrived at its certificate 96 hours from the date it was delivered for delivery at the post offices.


As proof, we have come to the signatory:

Service provider: {{signature}}