Non Circumvention and Confidentiality Agreement

THIS NON-CIRCUMVENTION and CONFIDENTIALITY AGREEMENT is entered into this _______ day of _______, 2013 by and between ____________________ (“SeedIL”) and _______________________ its club member (“Club Member/s”); (each a “Party” and jointly “Parties.") WHEREAS, SeedIL operates a platform of club members (including potential investors) seeking investment opportunities in the Israeli technology companies; and whereas part of SeedIL’s business is locating and screening privately held technology start-up companies, at different stages of development, seeking financing with a view of introducing such companies to potential investors as Investment Opportunities (as defined below);

and WHEREAS, Club Member has expressed to SeedIL an interest in investing in such companies, and in connection therewith seeks to be introduced to potential Investment Opportunities; 

and WHEREAS, Club Member desires that SeedIL arranges such introductions in connection with one or more Investment Opportunities, and SeedIL has expressed its willingness to pursue such introductions, provided that all contact between Club Member and Contacts (as defined below) will be made, and will continue to be made, solely via SeedIL, until such time as the Parties shall jointly agreed otherwise;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Parties hereby agree to respect the integrity and tangible value of this agreement between them, and further agree as follows:

This Agreement is a perpetuating guarantee for five (5) years from the date of execution of this Agreement, and is to be applied to any and all transactions present and future, with a Contact (as defined below) introduced by SeedIL, including subsequent follow-up, repeat, extended, renegotiated, and new transactions regardless of the success of any introduction. The term Investment Opportunity shall mean, for the purposes of this Agreement all opportunities presented to him by SeedIL, whether through its internet platform, club events or otherwise.

Due to the fact this Agreement is in place, and based on its terms, Club Member may learn from SeedIL, or from related parties of SeedIL, or from third parties cooperating, working with SeedIL, the names and contact information (including addresses, email addresses, telephone numbers) as well as other valuable information (such as professional associations, other joint acquaintances, etc.) of potential companies, partners and joint-venturers, Investment Opportunities, other investors, lenders, agents, brokers, banks, lending corporations, and administrator, etc. (hereinafter called “Contact(s)”). Club Member hereby acknowledges, accepts and agrees that the identities of the Contacts will be recognized as exclusive and valuable Contacts of SeedIL and will remain so for the duration of this Agreement, and for a period of five (5) years thereafter.

Club Member agrees to keep confidential the names and identity of any Contact introduced by SeedIL, and that they, their firm, company, associates, affiliates, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the Contacts without first entering a written agreement with SeedIL, unless SeedIL gives its prior written consent. Club Member will maintain in the strictest confidence all information relating to a Contact, and to an Investment Opportunity – such as, but not limited to: any names, addresses, other contact information, presentation, specific information presented by any Contact, including by Investment Opportunities (such as methods, concepts, ideas, product/services, or proposed new products or services) or other pertinent information disclosed or revealed to Club Member (“Confidential Information”).

Club Member agrees not to discuss, disclose, reveal or make use of any part of any details of Contacts or other Confidential Information during discussion or observation regarding methods, concepts, ideas, product/services, or proposed new products or services, nor solicit or otherwise do, or accept to do business with any of the Contacts without the prior written consent SeedIL. The Parties agree that due to the many variables surrounding each transaction that will occur as a result of this Agreement being in place, the commission to be paid and/or the fee structure owed to, or the remuneration of SeedIL, may vary. Therefore, a separate agreement will be reached concerning the fee/commission/remuneration outlining the compensation SeedIL will be entitled for each transaction. The fee or commission agreement must be drafted and acknowledged by signature before any transactions takes places – i.e before an investment in an Investment Opportunity reached the stage of transferring deal documents and questionnaires to Club Member.

In case of circumvention, Club Member agrees and guarantees that it will pay a legal monetary penalty that is equal to the commission or fee SeedIL should have realized in such transaction, but not less than (i) a fifteen percent (15%) stake in the investment made by Club Member in Investment Opportunity; or (ii) a seven percent (7%) fee of the total amount committed to be invested by Club Member in Investment Opportunity. The Parties will construe this Agreement in accordance with the laws of the State of Israel, and submit to the exclusive jurisdiction of the courts of competent jurisdiction within the State of Israel. If any provision of this Agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect.

This Agreement contains the entire understanding between the Parties and any waiver, amendment or modification to this Agreement will be subject to the above conditions and must be attached hereto. Upon execution of this Agreement by signature below, the Parties agree that any individual, firm, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this Agreement.

A facsimile copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument.

______________________________ ____________________________ By: Date ______________________________ ____________________________ By: Date