Milad Mahajna Employment Agreement Flipbook PDF


35 downloads 111 Views 9MB Size

Recommend Stories


Distribution Agreement
Distribution Agreement In presenting this thesis or dissertation as a partial fulfillment of the requirements for an advanced degree from Emory Univer

CA Master Agreement ( CAMA )
CA Master Agreement (“CAMA”) Este Contrato (“CAMA”) es celebrado entre la entidad de CA (en adelante “CA”) y el cliente (en adelante el “Cliente”, “Us

Story Transcript

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made as of November 22nd, 2021 (the “Execution Date”) by and between SysAid Technologies Ltd. Registration Number 513286039, with offices at 1 HaYarden street P.O Box 1142 Airport City, 90100 Israel (the “Company”) and Milad Mahajna Israeli ID # residing at (the “Employee”). WHEREAS the Company is operating in the field of ITSM, Service Desk and Help Desk software (the “Company’s Business”, or the “Business”); and WHEREAS the Company wishes to employ the Employee, and the Employee agrees to be employed by Company, as of the Commencement Date of Employment and throughout the Term (as such terms are defined hereunder); and WHEREAS the parties wish to regulate their relationship in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, the Employee represents that he has significant expertise and knowledge with regard to the Position as defined below. NOW, THEREFORE, in consideration of the mutual premises, covenants and undertakings contained herein, the parties hereto have hereby agreed as follows: 1. Employment 1.1. The Employee shall be employed for a non-rationed term in the position identified in Appendix A attached hereto (the “Position” and "Appendix" respectively) or in any other position that the Company will instruct him, from time to time, and shall have such responsibilities as described in the Appendix (the “Responsibilities”). The Employee shall report to the supervisor identified in the Appendix (the “Supervisor”) or to whom the Company shall define from time to time. 1.2. The Employee shall carry out such other assignments and duties as are determined from time to time by the Company or the Supervisor. 1.3. The Employee agrees to devote all of his business and working attention, skill, experience and talent during his working hours to the business and affairs of the Company, and to diligently and professionally discharge the responsibilities assigned to the Employee under this Agreement. During the term of this Agreement the Employee may not be engaged, whether for consideration or for no consideration, in other businesses or other labor-consuming activities without the prior written notice to the Company. For the avoidance of doubt, nothing herein shall derogate from the Employee’s undertakings hereunder. 1.4. The parties confirm that this is a personal services contract and that the relationship between the parties shall not be subject to any general or special collective employment or bargaining agreement or any custom or practice of the Company in respect of any of its other employees or contractors. The Employee 1


acknowledges and agrees that, subject to limitations imposed by law, if any, the performance of his obligations under this Agreement may require from time to time that Employee travel within Israel and abroad, and Employee agrees to make himself available for such travel. 1.5. The Employee agrees to render his services under this Agreement faithfully, to the best of his abilities and in a proper and sufficient manner and use his best endeavors to promote the best interests and reputation of the Company, and in conformance with all laws, rules and Company policies. 1.6. Furthermore, the Employee acknowledges and agrees that the performance of his obligations under this Agreement may require from time to time and according to the workload demanded of him, to work beyond the regular working hours and on non-workdays. Notwithstanding the foregoing, the Employee shall not generally be required to work on Fridays, Saturdays or Jewish holidays. Saturday (Shabbat) shall be considered the Employee's official rest day. For the purpose of this Agreement, the scope of a full-time job shall be equal to one-hundred and eighty two (182) working hours per month, based on forty-two (42) working hours per 5-day working week, which Sunday to Thursday are the regular business days thereof (the “Standard Monthly Scope''). 1.7. The Employee shall be employed by the Company with a scope specified in the Appendix, of the Standard Monthly Scope (the “Monthly Scope”). 1.8. The Employee acknowledges that the Company uses a system through which the Employee is required to report the time of his arrival and departure from the Company's offices. Per the requirements under applicable law, in accordance with the Company's policy, the Employee shall cooperate with the Company in recording the number of hours of work performed, and shall provide such record to the Company no later than the end of each calendar month. Without derogating from the generality of the aforesaid, Employee acknowledges and confirms that the Company shall be allowed to take his finger print in order to manage Company's biometric time clock system, through which the Employee is required to report the time of his arrival and departure from the Company's offices. 2. Compensation 2.1. Salary 2.1.1. During the Term, and in consideration for the performance of the duties Employee is required to perform hereunder, the Company shall pay to Employee the Salary (as set forth in the Appendix), which shall be comprised of the Basic Salary, and the Special Overtime Consideration provided as consideration for the willingness to work overtime in excess of the Monthly Scope, including working at irregular hours and on non-workdays. 2.1.2. Convalescence pay (“Dmei-Havraa”) shall be paid in amounts prescribed by applicable law. 2.1.3. An incremental allowance (“Tosefet Yoker”) shall be included in the Salary in accordance with provisions of the expansion orders dealing with incremental allowances, as shall be updated from time to time. 2


2.1.4. The Basic Salary and Special Overtime Consideration, and these only, shall be considered for the purpose of calculating social rights including employees rights according to any law (the “Eligible Salary”), and no bonus or addition will be considered to be part of the Eligible Salary for these calculations or secretions. 2.1.5. The Company shall make the required statutory deductions from the Salary and from any other amount paid to the Employee by the Company under this Agreement and shall make the appropriate payments on behalf of or with respect to the Employee to the Tax Authority, the National Insurance Institute and any other relevant authority. The Salary shall be paid to the Employee monthly, by no later than nine (9) days from the commencement of the calendar month immediately following the calendar month of employment to which the payment relates. 2.1.6. The Employee shall work at such times and on such days as required for the performance of his duties. The Employee acknowledges and agrees that the Salary specified in Section 2.1.1 above includes due and ample consideration and remuneration for working overtime or at irregular hours or non-workdays, and the Employee shall not be entitled to any further remuneration or payment whatsoever other than the Salary and benefits unless expressly specified in this Agreement. 2.1.7. Employee shall be eligible to participate in Company’s employee stock option plan. 2.2. Pension Allocation. 2.2.1. Payments (with regard to amounts contributed by the Company) to the Employee’s Pension Fund (as defined below) instead of severance pay shall be made in accordance with the provisions of the General Approval of Employers Payments to a Pension Fund or Insurance in Lieu of Severance Pay published pursuant to Section 14 of the Severance Pay Law, 1963 (the “General Approval”). The General Approval is attached to this Agreement as Exhibit B and forms an integral part of this Agreement. The parties shall execute Exhibit B concurrently with the execution of this Agreement. 2.2.2. The Company shall maintain the Employee under either an accepted "Manager's Insurance Scheme", or Pension Fund, including insurance in the event of illness or loss of capacity for work (Ovedan Kosher Avoda) (hereinafter referred to as the “Pension Fund”) as follows: (i) the Company shall pay an amount equal to 8.33% of the Employee's Eligible Salary towards the Pension Fund on the account of severance compensation; and (ii) the Company shall pay an amount equal to 6.5% of the Eligible Salary towards the Pension Fund for the Employee's benefit and shall deduct 6% from the Employee's Eligible Salary and pay such amount towards the Pension Fund for the Employee's benefit. ▪ 2.2.3. The parties agree that the Company's contributions to the Pension Fund shall come in lieu of Company’s obligation to pay the Employee (or in the event of his demise during his employment, his survivors under section 5 of the Severance Pay Law, 1963) severance pay due under the Severance Pay Law, 1963, in accordance and subject to the provisions of the General Approval. 3


2.2.4. According to the provisions of the General Approval and without derogating from there, the Company waives any right it may have to recover sums from its contributions to the Pension Fund, unless the Employee's entitlement to severance pay has been denied in a judgment under sections 16 or 17 of the Severance Pay Law, 1963 , or unless the Employee withdraws sums from the Pension fund otherwise than in the circumstances of an “entitling event” as defined in the General Approval. 2.2.5. Education Fund. After completion of 3 months the Company shall contribute to a supplementary educational fund (Keren Hishtalmut) an amount equal to 7 1/2% of such proportion of the monthly Eligible Salary retroactively from the Effective Date , such that such contribution shall not exceed the ceiling provided under the income tax laws below which such a contribution is not subject to tax (the "Salary Ceiling Amount”) and the Employee shall contribute to such fund an amount equal to 2 1/2% of said Salary Ceiling Amount, to be deducted from his Salary by and transferred to said fund. Employee shall bear any and all taxes applicable in connection with amounts payable by Employee and/or Company to the Education Fund pursuant to this Section 2.2.5. 2.3. Sick Pay. The Employee shall be entitled to sick leave as provided below and subject to the accumulation of sick days. Payment for illness: 100% of salary from the first day. The Employee shall be required to provide the Company with appropriate medical certificates with respect to any sick leave promptly after his return to work. Accumulation of sick days: in accordance with applicable law. 2.4. Vacation. Employee shall be entitled to the number working days as paid vacation specified in the Appendix (the “Vacation Days”) for each full year of the Term. The dates of vacation shall be coordinated with the Company. Employee shall be obligated to take Vacation Days during the calendar year in which he is entitled to them. Any unused vacation days (“Unused Vacation Days”) may not be accumulated or redeemed in any way, and such Unused Vacation Days shall thereupon be void, provided however that Employee shall be entitled to carry forward accrued and unused vacation days from one year to the next according to Vacation Law , accuring up to a maximum of twenty Vacation Days. Employee shall not be entitled to redemption of any accrued and unused vacation day, except in accordance with law upon termination of employment. 2.5. Travel Expenses. The Employee shall be entitled to reimbursement of his travel expenses to and from the Company’s offices, in an amount per month as stipulated by law. The Employee agrees to bear any tax and other mandatory payments, which may be applicable under law as the result of his reimbursement of the travel expenses, and the Company shall withhold such tax or payment from the Salary. The value of the benefit to Employee of the reimbursement of the travel expenses shall not constitute an integral part of the Salary for any intent and purpose (including, without limitation, for the purpose of the Employee's entitlement to severance pay and payments towards the Pension Fund and the Education Fund). 2.6. Military Reserve Duty (“Miluim”). The Employee shall be entitled, against submission to the Company of any appropriate supporting documentation, to 4


receive the Salary and/or any amount payable by the National Insurance Institute during any period which the Employee serves in military reserve duty (“miluim”). 2.7. Taxes. The Company shall withhold or charge the Employee with all taxes and other compulsory payments as required under applicable law in respect of, or resulting from, the compensation paid to or received by him and in respect of all other benefits of his employment with the Company. 3. Term of the Agreement and Termination 3.1. The Employee’s employment shall be effective as of the date indicated in the Appendix (the “Effective Date”). The period beginning on the Effective Date and ending upon termination of this Agreement shall be referred to herein as the “Term”. For the purpose of calculation of the Employee’s rights under this Agreement, reference to a year shall mean a year from the Effective Date and the respective anniversaries thereof. 3.2. This Agreement may be terminated by either party at any time by giving the other party hereto prior written notice of such termination in accordance with the provisions of the Prior Notification for Dismissal and Resignation Law, 2001 (the “Notice Period”). 3.3. Should the Company notify the Employee of the waiver of his actual work during any time of the Notice Period, the Company shall pay the Employee with respect to such period of Notice Period, payment in lieu of the Notice Period (in an amount equal to the Salary and all social benefits pursuant to this Agreement for the period of the Notice Period or any part thereof, as applicable). 3.4. For Cause. Notwithstanding anything to the contrary herein, the Company may immediately terminate the Employee’s employment hereunder for Cause. For the purposes of this Agreement, “Cause” shall mean any one of the following with respect to the Employee, and each individually shall be sufficient to constitute Cause: (i) the Employee’s material breach of the terms and conditions of this Agreement; (ii) any willful or intentional act of the Employee that injures, or is reasonably likely to injure, the reputation, business, products or practices of the Company or any of its directors, officers, agents, representatives, shareholders or Affiliates, either orally or in writing, at any time; (iii) any breach by the Employee of the confidentiality and/or non-competition and/or non-solicitation and/or assignment of inventions provisions of Exhibit A; (iv) the Employee’s indictment of, or entering a plea of nolo contendre to, any felony or any crime involving dishonesty, moral turpitude or fraud, whether of the State of Israel or any similar foreign law; (v) the commission by the Employee of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets of the Company or any of its Affiliates; (vi) Employee’s use of illegal or non-prescription drugs or alcohol which impairs Employee’s ability to perform his duties under this Agreement; or (vii) any other cause justifying termination or dismissal without severance pay, under Section 16 or Section 17 of the Severance Pay Law, 1963. For purposes of this Agreement, “Affiliates” shall mean with respect to the Company, any person or entity which, 5


indirectly or directly, controls or is controlled by or is under common control with the Company. 3.5. Without derogating from Section 3.2 above, the Company may immediately cease the Employee’s employment and may shorten all or part of the Notice Period, regardless of whether notice of termination was given by the Company or by the Employee, and in such event the Employee shall be entitled to receive such Salary, as provided in Appendix A as if the Employee were to continue to be employed by the Company for the duration of the Notice Period. 3.6. Employee shall cooperate with the Company and use his best efforts to assist with the integration into the Company’s organization of any person who will assume Employee’s responsibilities. 3.7. The Employee shall have no right for a lien on any of the Company’s assets, equipment or any other material including car and cellular phone if applicable and including information or Confidential Information as defined in Exhibit A attached to this agreement (hereinafter the “Company’s Equipment”) in its possession. The Employee shall return to the Company all of the Company’s Equipment in his possession no later than the day of termination of employee-employer relationship or upon the Company’s first demand. 3.8. The Employee consents that notification be given to the Employee’s new employer regarding any obligations of the Employee under this Agreement (including as set forth in Exhibit A). ▪ 4. Representations, Warranties and Covenants 4.1. Simultaneously with the execution of this Agreement, the Employee shall sign a confidentiality, non-competition and proprietary rights undertaking, attached hereto as Exhibit A, which undertaking shall constitute an integral part of this Agreement. Furthermore, the Employee acknowledges and agrees that the Salary set forth in the Appendix has been calculated in recognition of his commitments under this Section and that it includes sufficient compensation for the confidentiality, non-competition and proprietary rights undertakings by the Employee (as contained in Exhibit A), amongst other things. 4.2. The Employee hereby grants his consent to Company's utilizing and processing the Employee’s Information as such term is defined in the Protection Of Privacy Law 5741-1981(the "Protection Of Privacy Law ") for any need and activity in connection with the operations of the Company, including transferring the Employee’s Information to “Public Authority”, as such term is defined in the Protection Of Privacy Law , to the Company's controlling shareholder and to any corporation affiliated or controlled by the Company. This may include transfer of the Employee’s data and personnel records outside of Israel and further transfers thereafter. The Employee further grants his consent to that Employee’s Information will be held in automated or other databases of the Company or its affiliates. The Company may share the Employee's personnel records with: (i) third parties assisting with the Company's human resources administration or with the Company’s 6


bookkeeping, (ii) third parties in the framework of any legal and/or financial due diligence process, (iii) its legal counsel, and (iv) its accountants and tax advisors. 4.3. The Employee undertakes to inform the Company's management of any change or update in the Employee’s Information, as it was delivered to the Company while its candidacy was viewed by the company. 4.4. The Company may provide the Employee with a cellular phone, a computer, an electronic mail account or any other property or equipment of the Company for purposes of the Employee’s communication (the “Media Equipment”). The Employee acknowledges that all of the Media Equipment is the property of the Company and agrees that the Company is entitled to conduct inspections within the premises of the Company’s offices and on the Media Equipment, including inspections of electronic mail transmissions, internet usage and message texting, and their content. For the avoidance of any doubt, it is hereby clarified that the findings of such inspections shall be the sole property of the Company. The Employee acknowledges that, in order to maintain his privacy, he should avoid any personal or private use of the Media Equipment and any other property or equipment of the Company. The Employee hereby grants the Company an irrevocable right to conduct such aforesaid inspections, including unannounced inspections. 4.5. The Employee undertakes to keep the contents of this Agreement confidential and to not disclose the contents of this Agreement to any person (except his spouse and personal legal counsel and accountants) without the prior written consent of the Company. 4.6. The Employee warrants that he shall not disparage the Company or its Affiliates, their reputation or business or any of their products or practices, or any of their directors, officers, agents, representatives, shareholders or Affiliates, either orally or in writing, at any time. 4.7. In the event that the Employee discovers that he or an immediate family member, has or might have at some point in the future, any direct or indirect personal interest in any of the Company’s business, or a conflict of interest with his employment duties and functions, Employee shall immediately inform the Company upon such discovery. 4.8. The Employee shall not, directly or indirectly, accept any commission, rebate, discount or gratuity in cash or in-kind, from any person who has or, to the Employee’s knowledge, is likely to have a business relationship with the Company. 4.9. In carrying out his duties under this agreement, the Employee shall not make any representations or give any guarantees on behalf of the Company, except as expressly and in advance authorized to do so. 4.10. The Employee warrants and represents that: (i) no provision of any law, regulation, agreement, undertaking or other document prohibits him from committing himself in accordance with this Agreement and performing his obligations hereunder; (ii) he is not currently, nor will he by entering into this Agreement be deemed to be, in breach of any of obligations or in violation of any rights of any former employer. 4.11. The Employee undertakes to comply with all Company disciplinary regulations, work rules, policies, procedures and objections, as in effect from time to 7


time (the “Rules”). This Agreement prevails to the extent of any inconsistency with the Rules. 4.12. The Employee undertakes to safeguard the tools and equipment entrusted to him by the Company, and to make the necessary effort to prevent any damage, spoilage or impairment to any tool, equipment, machines of any other abovementioned raw materials. 4.13. The Employee shall keep the contents of this Agreement confidential and shall not disclose the contents of this Agreement to any person without the prior written consent of the Company. 4.14. The Employee acknowledges and confirms that his picture will be added to the electronic signature of the electronic mail account that was assigned to him by the Company. 4.15. The Employee acknowledges and confirms that the Company's uses a video camera that is stationed at Company's IT support area, for the purpose of allowing support teams outside of Israel to view who is stationed at Company's offices in an event of a malfunction, so at such an event, they can approach Company's available support team. 5. General 5.1. This Agreement is personal to the Employee, and the Employee shall not assign or delegate his rights or duties to any third party. Upon death of the Employee, the Employee’s inheritors shall receive all of the amounts then receivable and all rights then entitled to by the Employee in accordance with the terms hereof. This Agreement shall insure to the benefit of the Company’s successors and assigns. 5.2. This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in the competent court for the Tel Aviv district only, and each of the parties hereby submits irrevocably to the exclusive jurisdiction of such court and hereby explicitly waives any other jurisdiction. The Company may enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for the breach of this Agreement. 5.3. No failure, delay, forbearance or omission of any party in exercising any power, right or remedy accruing to any party shall in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by any party of any terms or conditions hereof, nor will any waiver on the part of any party hereof of any right, power or privilege under this Agreement operate as a waiver of any other power, right, or remedy under this Agreement, nor will any single or partial exercise of any power, right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other power, right or remedy under this Agreement. The powers, rights and remedies herein provided are cumulative and are not exclusive of any powers, rights or remedies, which the parties may otherwise have at law or in equity. 8


5.4. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 5.5. The Employee confirms that he will read the Company’s Policy for Prevention of Sexual Harassment at the Workplace, as appears on the Company’s notice board, and undertakes to act in accordance with said policy. The individual designated by the Company to be responsible for the implementation of the Prevention of Sexual Harassment Law is Mya Levy, who can be contacted in person at the office or at the Company’s telephone number. 5.6. This Agreement, the Schedules, Appendixes and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof, and supersedes and replaces all previous agreements, understandings, commitments and arrangements, oral or written, with respect thereto. This Agreement may not be amended, supplemented or changed except with the consent of the Company and the Employee, by way of a written document; any such consent shall suffice for purposes of amending, supplementing or changing this Agreement. Notwithstanding the aforesaid, this Agreement shall not derogate in any manner from any other contractual or other undertaking of the Employee towards the Company (including in connection with assignment of inventions, non-competition, confidentiality or otherwise), and the Employee’s obligations hereunder shall also be in addition to Employee’s obligations towards the Company pursuant to applicable law or in equity. 5.7. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof. Where provisions of any applicable law resulting in such illegality, invalidity or unenforceability may be waived, they are hereby waived by each party to the full extent permitted so that this Agreement shall be deemed valid and binding agreements, in each case enforceable in accordance with its terms and to the greatest extent permitted by law. 5.8. Any notice provided hereunder shall be in writing, to such party’s address set forth in the Appendix and shall be effective (i) if mailed (via registered mail), five (5) business days after mailing, (ii) if sent by courier, upon delivery, or (iii) sent via facsimile (evidenced by machine printout) or electronic mail, on the first business day following transmission and electronic confirmation of receipt. 5.9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument. The original of any copy of this Agreement executed with an original signature and transmitted via facsimile or other electronic means shall be deemed good and valid execution and delivery of this Agreement. 5.10. The Company shall be entitled to set-off any amount owed to the Company by the Employee from any source whatsoever from any amount owed by the Company to the Employee from any source whatsoever. The Employee shall have no right, and hereby waives any such right that he may have, for a lien on any of the 9


Company's assets (including, but not limited to, Confidential Information (as such term is defined in Exhibit A)) in his possession. 5.11. Sections 3.7, 3.8, 4.1, 4.2, 4.5, 4.6, 4.13, and 5 above and the Exhibits to this Agreement shall survive the termination of the Employee’s employment with the Company and the termination of this Agreement. oThis Agreement and the provisions hereof constitute an “employee notice” as required under the Employee’s Notice (Terms of Employment) Law – 2002. o[Signature Page Follows] EMPLOYEE ACKNOWLEDGES THAT HE IS FAMILIAR WITH AND UNDERSTANDS THE ENGLISH LANGUAGE AND DOES NOT REQUIRE TRANSLATION OF THIS AGREEMENT AND ITS ANNEXES TO ANY OTHER LANGUAGE. EMPLOYEE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM THAT HE MAY CONSULT AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT AND THAT HE HAS BEEN AFFORDED AN OPPORTUNITY TO DO SO. העובד מצהיר בזאת כי השפה האנגלית מוכרת ומובנת לו וכי הוא אינו זקוק לתרגום הסכם זה ונספחיו לשפה אחרת. העובד גם מצהיר ומודיע כי הומלץ בפניו על ידי החברה לקבל ייעוץ משפטי .בקשר להסכם זה בטרם החתימה עליו וכי ניתנה לו הזדמנות נאותה לעשות כן IN WITNESS WHEREOF, the parties have executed this Employment Agreement by their respective, duly authorized, representatives as of the Execution Date. SysAid Technologies Ltd. MILAD MAHAJNA Signature:_________________ Signature: __________________________ Date: _______________________ Date: ______________________________ 10


EXHIBIT A CONFIDENTIALITY, NON-COMPETITION AND PROPRIETARY RIGHTS UNDERTAKING This Confidentiality, Non-Competition and Proprietary Rights Undertaking (the “Undertaking”) is made effective as of the Effective Date by the Employee, for the benefit of the Company. This Exhibit A constitutes an integral part of the personal employment agreement to which it is annexed. All references in this Exhibit A to the “Company” shall include any Affiliate of the Company. 1. Confidentiality (a) The Employee recognizes and acknowledges that Employee’s access to the trade secrets and confidential or proprietary information (collectively, the “Confidential Information”) of the Company is essential to the performance of Employee’s duties as an employee of the Company. By way of illustration and not limitation, such Confidential Information of the Company shall include: (i) any and all trade secrets concerning the business and affairs of the Company, product specifications, data, know-how, compositions, processes, formulas, methods, designs, mask work, samples, inventions and ideas, past, current and planned development or experimental work, current and planned distribution methods and processes, customer and supplier lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, algorithms, compositions, improvements, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of the Company, information relating to the projects of the Company, and any other information, however documented, of the Company that is a trade secret; (ii) any and all information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names, compensation and backgrounds of key personnel, personnel training and techniques and materials), however documented; (iii) all derivatives, improvements and enhancements to the Company’s technology which are created or developed; (iv) information of third parties as to which the Company has an obligation of confidentiality; and (v) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing. The Confidential Information shall not include information which has become publicly known and made generally available through no wrongful act or omission of the Employee or of others who were under confidentiality obligations as to the information involved. (b) Employee further recognizes and acknowledges that such Confidential Information is a valuable and unique asset of the Company, and that its use or 11


disclosure (except use or disclosure as required for carrying out Employee’s duties as an employee of the Company) would cause the Company substantial loss and damages. The Employee undertakes and agrees that Employee will not, in whole or in part, disclose such Confidential Information to any person or organization under any circumstances, will not make use of any such Confidential Information for Employee’s own purposes or for the benefit of any other person or organization, and will not reproduce any of the Confidential Information without the Company’s prior written consent. Employee will take strict precautions to maintain the confidentiality of the Confidential Information received from the date of receipt, and take appropriate action, by instruction, agreement or otherwise with any person permitted access to the Confidential Information received, to ensure that Employee will be able to satisfy his obligations under this Agreement. (c) Employee will not, during Employee’s employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity, and that Employee will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. (d) Employee further recognizes and acknowledges that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out Employee’s work for the Company consistent with the Company’s agreement with the third party, all in a fashion consistent with his undertakings in (b) above. (e) The obligations set forth in this Section are perpetual and shall survive termination of the Agreement and of the Employee’s employment with the Company. 2. Return of Materials. Upon termination of Employee’s employment with the Company or at any time before termination if the Company so requests, the Employee will promptly deliver to the Company all copies of all written and tangible material (without retaining any copies thereof) in Employee’s possession or under Employee’s control, incorporating the Confidential Information or otherwise relating to the Company’s business. The obligations set forth in this Section shall survive termination of the Agreement and of the Employee’s employment with the Company. 3. Ownership of Property and Rights (a) Exclusive Property. Employee confirms that all Confidential Information is, will be, and shall remain the exclusive property of the Company. All business records, papers and documents, however documented, kept or made by the Employee and which relate to the business of the Company, shall be and remain the sole property of the Company. Without derogating from any of the provisions of this Agreement, Employee represents that any of the Inventions (as such term is defined in 12


(b) below) are the sole property of the Company and Employee has no rights to such Inventions or Confidential Information related thereto or embodied therein. (b) Assignment of Inventions. The Employee will notify and disclose to the Company, or any person designated by it, all information, improvements, formula, process, techniques know-how and data, whether or not patentable, made, discovered, conceived or reduced to practice or learned by the Employee, either alone or jointly with others, (i) during the time the Employee is associated with the Company, which are: (A) related to the Company’s business as currently conducted or as may be conducted in the future, or (B) reduced to practice, or cause to be conceived or developed or reduced to practice with the use of any of the Company’s equipment, supplies, facilities or Confidential Information, or result from or are suggested by any task assigned to the Employee or any work performed by the Employee for or on behalf of the Company or by the scope of the Employee's duties and responsibilities with the Company, or (C) competitive or likely to be competing with the Company’s business as currently conducted and as may be conducted in the future, and (ii) from the time the Employee ceases to be associated with the Company, which are: (A) related to, or stem from, the Employee’s association with the Company or the Confidential Information, or (B) result from, or are suggested by, any task assigned to the Employee or any work performed by the Employee for, or on behalf of, the Company or by the scope of the Employee's duties and responsibilities with the Company (all such information, improvements, formula, process, techniques know-how and data referred to in (i) and (ii) above are hereinafter referred to as the: “Invention” or “Inventions”) immediately upon discovery receipt or invention as applicable. Without derogating from the generality of the foregoing, Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of and during the Term are “works made for hire” as contemplated under Chapter H of the Patents Law of 1967 (the “Patents Law”), that all such “works made for hire” are owned by the Company, its successors, assigns or nominees, and that Employee shall not be entitled to any compensation, or any other consideration except as explicitly set forth in the employment agreement between Employee and the Company, for creation or assignment of the same to the Company, its successors, assigns or nominees; it being acknowledged and agreed that the Salary and all other employment terms of the Employee under the Agreement shall constitute the sole consideration and remuneration for any Inventions, including, without limitation, “works made for hire”, regardless of the current or future value of the Invention. Employee understands and agrees that the decision whether or not to commercialize or market any invention developed by Employee (including the Inventions), solely or jointly with others, is within the Company’s sole and unfettered discretion and for the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention (including the Inventions). Without limitation of the foregoing, Employee irrevocably confirms that the consideration explicitly set forth in the employment agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention, including under Section 134 of the Israeli Patent Law – 1967 . With respect 13


to all of the above any, oral understanding, communication or agreement not duly signed by the Company shall be void. (c) Maintenance of Records. Employee undertakes to keep and maintain adequate and current written records of all Inventions. The records will be in the form of devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials (whether written or otherwise), equipment, other documents and property, or reproductions of any aforementioned items, all in sufficient detail and savable format. The records will be made available to and remain the sole property of the Company at all times. (d) Patent and Copyright Registrations. The Employee hereby covenants and agrees that he will communicate to the Company, its successors, assigns and nominees, any facts known to him representing the Inventions, testify in any legal proceeding, execute all applications, specifications, assurance, assignments, oaths, and all other instruments which the Company shall deem necessary or expedient, and generally do everything possible in every way to aid the Company and its successors, assigns and nominees, to obtain, secure and enforce proper protection for the Inventions (including, to the extent necessary, the assignment and transfer thereof to the Company and its successors, assigns and nominees) in any and all jurisdictions. The Employee hereby irrevocably appoints the Company, its successors, assigns, and nominees, as his true and lawful attorneys to execute such further documents and instruments, and do such other acts and things as may be necessary or appropriate, in order to give effect to the assignment forming the subject matter of this Agreement and to the intentions contained herein. The Employee shall not be entitled, with respect to all of the above, to any additional monetary or other consideration. (e) Assignment or Waiver of Moral Rights. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent that such Moral Rights cannot be assigned under applicable law and to the extent that the following is allowed by the laws in the various countries where Moral Rights exist, the Employee hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. (f) The obligations set forth in this Section are perpetual, and shall survive any termination of the Agreement and of the Employee’s employment with the Company. 4. Non-Competition and Non-Solicitation. In consideration for compensation paid to Employee by the Company as part of Employee’s Salary, Employee shall not (either personally or via any of his agents, affiliates or businesses in which he is a shareholder, partner, owner, employee, officer, director, consultant or otherwise), during the Term and until the lapse of twelve (12) months thereafter: (a) directly or indirectly solicit, hire, engage, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with any person or entity who is, or was within the one (1) year period preceding the termination of the Employee’s employment with the Company, a customer of the 14


Company, or who is, or was within the one (1) year period preceding the termination of the Employee’s employment with the Company, an employee, officer, director, consultant or contractor of the Company; or (b) directly or indirectly own an interest in, establish, open, manage, operate, join, control, or participate in or be connected with, as a shareholder, partner, owner, employee, officer, director, consultant or otherwise, in any business, enterprise, trade or occupation similar to, or in competition with, the business conducted, or proposed to be conducted, by the Company. (c) Employee further recognizes and acknowledges that a breach of this Section would cause the Company substantial and irreparable damages. (d) The obligations set forth in this Section shall survive termination of the Agreement and of the Employee’s employment with the Company pursuant to the specific terms set forth herein. 5. Intent of Parties. Employee recognizes and agrees: (i) that this Undertaking is necessary and essential to protect the Company’s Business and to realize and derive all the benefits, rights, and expectations of conducting the Company’s Business; (ii) that the area and duration of the protective covenants contained herein are reasonable; and (iii) that good and valuable consideration exists under the Agreement, for the Employee to be bound by the provisions of this Undertaking. EMPLOYEE ACKNOWLEDGES THAT HE IS FAMILIAR WITH AND UNDERSTANDS THE ENGLISH LANGUAGE AND DOES NOT REQUIRE TRANSLATION OF THIS UNDERTAKING TO ANY OTHER LANGUAGE. EMPLOYEE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM THAT HE MAY CONSULT AN ATTORNEY BEFORE EXECUTING THIS UNDERTAKING AND THAT HE HAS BEEN AFFORDED AN OPPORTUNITY TO DO SO. העובד מצהיר בזאת כי השפה האנגלית מוכרת ומובנת לו וכי הוא אינו זקוק לתרגום הסכם זה ונספחיו לשפה אחרת. העובד גם מצהיר ומודיע כי הומלץ בפניו על ידי החברה לקבל ייעוץ משפטי בקשר להסכם זה בטרם החתימה עליו וכי ניתנה לו הזדמנות נאותה לעשות כן. IN WITNESS WHEREOF, the Employee has executed this Confidentiality, Non-Competition, and Proprietary Rights Undertaking as of the Execution Date. Milad Mahajna Signature: __________________ Date:_______________________ 15


Exhibit B ● אישור כללי בדבר תשלומי מעבידים לקרן פנסיה ולקופת ביטוח במקום פיצויי פיטורים לפי חוק פיצויי פיטורים, התשכ"ג – 1963 בתוקף סמכותי לפי סעיף 14 לחוק פיצויי פיטורים, התשכ"ג-1963( להלן: "החוק"( אני מאשר כי תשלומים ששילם מעביד החל ביום פרסומו של אישור זה, בעד עובדו לפנסיה מקיפה בקופת גמל לקצבה שאינה קופת ביטוח כמשמעותה בתקנות מס הכנסה )כללים לאישור ולניהול קופות גמל(, התשכ"ד-1964( להלן "קרן פנסיה"( או לביטוח מנהלים הכולל אפשרות לקצבה בקופת ביטוח כאמור )להלן: "קופת ביטוח"(, לרבות תשלומים ששילם תוך שילוב של תשלומים לקרן פנסיה ולקופת ביטוח, בין אם יש בקופת הביטוח תכנית לקצבה ובין אם לאו )להלן: תשלומי המעביד"(, יבואו במקום פיצויי הפיטורים המגיעים לעובד האמור בגין השכר שממנו שולמו התשלומים האמורים ולתקופה ששולמו )להלן: "השכר המופטר"(, ובלבד שנתקיימו כל אלה: ● )1 )תשלומי המעביד )א( לקרן פנסיה אינם פחותים מ- % 3/1 14 מן השכר המופטר או %12 מן השכר המופטר אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 3/1 2 מן השכר המופטר. לא שילם המעביד בנוסף ל- %12 גם % 3/1 2 כאמור, יבואו תשלומיו במקום %72 מפיצויי הפיטורים של העובד, בלבד; )ב( לקופת ביטוח אינם פחותים מאחד מאלה: )1 % )3/1 13 מן השכר המופטר, אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להבטחת הכנסה חודשית במקרה אובדן כושר עבודה, בתכנית שאישר הממונה על שוק ההון ביטוח וחסכון במשרד האוצר, בשיעור דרוש להבטחת %75 מן השכר המופטר לפחות או בשיעור של % 1/2 2 מן השכר המופטר, לפי הנמוך מביניהם )להלן: "תשלום לביטוח אובדן כושר עבודה"(; )2% )11 מן השכר המופטר, אם שילם המעביד בנוסף גם תשלום לביטוח אובדן כושר עבודה, ובמקרה זה יבואו תשלומי המעביד במקום %72 מפיצויי הפיטורים של העובד, בלבד; שילם המעביד נוסף על אלה גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 3/1 2 מן השכר המופטר, יבואו תשלומי המעביד במקום %100 פיצויי הפיטורים של העובד. )2 )לא יאוחר משלושה חודשים מתחילת ביצוע תשלומי המעביד נערך הסכם בכתב בין המעביד לבין עובד ובו- )א( הסכמת העובד להסדר לפי אישור זה בנוסח המפרט את תשלומי המעביד ואת קרן הפנסיה וקופת הביטוח, לפי עניין: בהסכם האמור ייכלל גם נוסחו של אישור זה; )ב( ויתור המעביד מראש על כל זכות שיכולה להיות לו להחזר כספים מתוך תשלומיו, אלא אם כן נשללה זכות העובד לפיצויי פיטורים בפסק דין מכוח סעיפים 16 או 17 לחוק ובמידה שנשללה או שהעובד משך כספים מקרן הפנסיה או מקופת הביטוח שלא בשל אירוע מזכה; לעניין זה. "אירוע מזכה" – מוות, נכות או פרישה בגיל שישים או יותר. )3 )אין באישור זה כדי לגרוע מזכותו של עובד לפיצוי פיטורים לפי החוק, הסכם קיבוצי, צו הרחבה או חוזה עבודה, בגין שכר שמעבר לשכר המופטר. אליהו ישי שר העבודה והרווחה ___________________ _________________ ה ע ו ב ד ה ח ב ר ה 16


Appendix A ● The Effective Date: 14/12/2021 ● The Employee: Name: Milad Mahajna; I.D. Number: ● Position: Full Stack Web Developer; Supervisor: Marketing Operations Team Lead. ● Responsibilities: In his Position, the Employee shall perform such tasks and assignments as determined from time to time by the Supervisor. ● The Salary: a gross amount equal to NIS 22,000 which is the sum of the following components: o The Basic Salary – 17,600 NIS (80%) o Special Overtime Consideration - 4,400 NIS (20%) ● Pension allocation – as stipulated in the Agreement. ● Education Fund – as stipulated in the Agreement. ● Employee is entitled to reimbursement of their travel expenses, in an amount equal to NIS 500 per month. ● Vacation Days: 16 days for each full year of the Term. ● This offer is valid for 2 business days SysAid Technologies Ltd. MILAD MAHAJNA By: ________________________ Signature: ____________________ Date: _______________________ Date: _______________________ Title: _______________________ Signature:____________________ 17


Get in touch

Social

© Copyright 2013 - 2024 MYDOKUMENT.COM - All rights reserved.