Contract Oleksii
Contract Oleksii
Contract Oleksii
CONSULTING AGREEMENT
This Agreement (the "Agreement") is entered with the effective date of February 27th, 2022, (the "Effective Date"), by Natural Intelligence Ltd.
(the "Company") and Oleksii Nelin, ID# 3212401792 with its address at 04107 Ukraine, Kyiv, Tatarska str. 21-13 (the "Consultant", and together
with the Company, the "Parties"). This Agreement shall be deemed to be incorporated into any Statement of Work ("SOW") entered into between
the Parties.
WHEREAS, as of the Effective Date, the Company wishes to receive certain Services (as defined below) from the Consultant; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. Services
1.1 Consultant shall provide the Company with the services (the "Services") and/or deliverables (the "Deliverables") as detailed in the
SOW, in accordance with the Company's requirements and instructions (the "Services").
1.2 Unless agreed otherwise in the SOW, the Services shall be rendered from the Consultant’s offices. If the Parties agree on the Services
to be provided from Company’s premises: (i) Consultant undertakes to comply with all Company’s regulations, procedures and
objectives; and (ii) Consultant acknowledges that Company may monitor and store data in relation to its use of Consultant’s Systems,
including electronic communications and content transmitted by or stored in such Systems in pursuit of the Company’s legitimate
interest. “Systems” may include telephone, computers, servers, electronic database, online accounts, software etc., all whether under
Company’s direct control or otherwise.
1.3 Following receipt of Deliverables (if applicable), Company may perform acceptance testing to ascertain whether the Deliverables
comply with the specification required by Company. In the event of rejection by the Company, the Consultant shall correct any
deficiencies or non-conformities at its own expense and resubmit the rejected Deliverables as promptly as possible. The process
contemplated by this Section 1.3 shall be repeated until all the Deliverables are accepted by the Company, or until the Agreement is
terminated.
1.4 Consultant shall provide the Company with reports, in the manner and form, as may be requested from time to time by the Company.
1.5 Consultant shall not have any other person or entity perform the Services (in whole or in part), except with the prior written consent of
the Company.
2. Consultant Personnel
If Services will be provided by Consultant’s employees, Company may require in its sole discretion signature of a Confidentiality and Proprietary
Rights Agreement, attached herein as Annex A by such employee(s), execution of which is a condition precedent to this Agreement becoming
effective. For the avoidance of doubt, Consultant shall remain liable at all times for any acts or omissions of its employees regardless of their
signature of such Confidentiality and Proprietary Rights Agreement.
3. Fees
3.1 In lieu of the Consultant's provision of the Services and/or Deliverables to the Company's full satisfaction, and subject to the fulfillment
of Consultant’s obligations under this Agreement, Consultant shall be entitled to a fee as described in the SOW (the "Fee").
3.2 Unless otherwise provided in the applicable SOW, this Fee shall constitute the sole consideration of which Consultant is entitled to with
regard to this Agreement. Consultant shall bear any expenses it may incur in connection with this Agreement or any attached SOW.
3.3 Payment of undisputed amounts will be made via wire transfer against the provision by the Consultant of a valid VAT tax invoice duly
issued by Consultant. Unless agreed otherwise in the SOW, the Fee shall be payable only after all Deliverables (if applicable) were
accepted by the Company, within 15 days of receipt of the invoice.
3.4 All payments under this Agreement include all taxes, duties, levies, deductions or similar governmental charges (hereinafter referred to
as “Taxes”). The Consultant shall be responsible for all payments required to be made to any taxation body, VAT, National Insurance
Institute or other third party in connection to the Services provided pursuant to any SOW.
5. Confidentiality
5.1 Consultant acknowledges that in the provision of the Services, Consultant might become aware of Company’s and its affiliated
companies’ information, whether in oral form, visual form or in writing, including but not limited to, all specifications, formulas,
computer programs and any and all records, data, ideas, methods, techniques, processes, plans, marketing information, business plans,
projects, pricing, customer information, materials, financial statements, memoranda, analyses, notes, legal documents, and other data
and information, as well as test results, processes, know-how, improvements, inventions, techniques, patents (whether pending or duly
registered) and any know-how related thereto, relating to the Company and its affiliated companies, the Company’s IP Rights, and the
terms and conditions of this Agreement, will be considered and referred to collectively as “Confidential Information”. Confidential
Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no
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fault or breach on the part of Consultant; (ii) Consultant can demonstrate in its records to have had rightfully in its possession prior to
disclosure of the Confidential Information by Company to Consultant; or (iii) Consultant rightfully obtains from a third party who has
the right to transfer or disclose it, without default or breach of this Agreement.
5.2 Consultant agrees to use Confidential Information solely for the performance of this Agreement. Consultant will not disclose Confidential
Information to a third party other than those of its employees, consultants and agents with a need to know such in connection with the
performance of this Agreement (“Representatives”), and Consultant agrees to ensure that each Representative is bound by
confidentiality undertakings not less restrictive than those imposed under this Agreement. Consultant shall remain liable at all times for
any acts or omissions of its Representatives with respect to the Confidential Information.
5.3 In performing its duties and obligations hereunder, Consultant agrees to use at least the same degree of care as it does with respect to its
own confidential information of like importance but, in any event, at least reasonable care.
5.4 Consultant acknowledges that misuse or unauthorized disclosure or use of any Confidential Information could cause irreparable harm
and significant injury to Company that may be difficult to ascertain. Accordingly, Consultant agrees that Company, in addition to any
other right or remedy that it may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief
in any jurisdiction to enforce obligations under this Agreement without the necessity of proving actual damages and without the necessity
of posting bond or making any undertaking in connection therewith. Consultant acknowledges and agrees that the covenants contained
herein are necessary for the protection of legitimate business interests of the Company, its affiliated companies and are reasonable in
scope and content.
5.5 Upon termination of this Agreement, Consultant shall promptly return to Company all tangible property representing Confidential
Information and all copies thereof; and shall delete any Confidential Information held by it in electronic form and shall certify in writing
the compliance with this Section
6. Proprietary Rights
6.1 The ownership of any work products relating to the Services including without limitations, any formulas, processes, software, hardware,
results, outcomes, designs, crops, developments, works of authorship, reports, data, schematics, prototypes and/or their derivatives,
improved ideas thereof, or other inventions and/or enhancements thereof, whether created and/or reduced to practice solely by Consultant
during the course of rendering the Services and/or together with others; all, in whatever form (together: the "IP"), shall be deemed as
work-for-hire, and shall vest solely with the Company. In addition, Consultant hereby irrevocably commits to refrain from making any
claims and/or suits which relate to any alleged breach of its moral-rights regarding the said work-products (if exist). To the extent that
title to any IP may not, by operation of law, vest in the Company or such IP may not be considered work-for-hire, Consultant hereby
irrevocably assigns all IP to the Company, for no additional cost, shall sign any documents required for this purpose by the Company,
and nominates the Company as its attorney-in-fact, authorized to carry out on its behalf and stead any and all action required for the
perfection of the Company's IP rights, shall the Company not be able, albeit good faith attempts, to secure Consultant's signature of
applicable documents.
6.2 Nothing in this Agreement shall convey to Consultant any right, license, title, interest or any other Company IP, property interest, license
or right.
6.3 The Consultant agrees and undertakes to: (i) promptly disclose to the Company in writing, sufficient information to identify Company’s
IP rights in question, the creation or existence of all such Company’s IP rights; and (ii) take such action, during the term of the Agreement
and thereafter, as the Company may request, to evidence, transfer, vest or confirm the Company’s right, title and interest in and to the
Company’s IP rights.
8 Indemnification
Consultant shall indemnify, defend and hold harmless the Company, its subsidiaries, directors, officers, shareholders, affiliates and/or any party on
behalf of the foregoing (collectively, the “Indemnified Party”) for any and all costs, expenses (including reasonable attorney’s fees), liabilities,
claims, damages, fines and losses, arising out of, related to, or alleging: (i) any claim, action, or other proceeding, based upon the Consultant’s (or
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anyone acting on its behalf) acts or omissions in connection with the performance of the Consultant's obligations herein, including without limitation
a claim that the Services or performance of this Agreement violate third party privacy rights ; (ii) injury to or death of any individual, or any loss
of or damage to real or tangible personal property, caused by the act or omission of Consultant or any of its agents, subcontractors, or employees;
(iii) breach by the Consultant or any one on its behalf, of any of its warranties and obligations under this Agreement; or (iv) any obligation imposed
upon the Indemnified Party to pay any withholding taxes, social security, unemployment or disability insurance or similar terms which are based
upon a stipulation by a competent judicial authority that an employer - employee relationship was created between the Company or its fully owned
subsidiaries and Consultant and/or its agents and employees.
11 General.
11.1 Applicable Law. Jurisdiction. This Agreement shall be governed in all respects by the laws of the State of Israel, and the competent
courts of Tel-Aviv, Israel, shall have sole and exclusive jurisdiction over any matter arising thereof.
11.2 Conflict. In case of conflict between this Agreement and the SOW, the latter shall prevail. The SOW and this Agreement constitute a
binding agreement between the Parties. The Data Protection Addendum, if applicable, is incorporated to this Agreement and forms an
integral part thereof. Unless otherwise defined herein, terms defined in the SOW which are used herein shall have the meaning given to
them in the SOW.
11.3 Notices. All notices and other communications from one Party to the other shall be delivered or sent by e-mail or certified or registered
mail, to the address mentioned above, or to such other address as shall have been furnished by the Parties. Any notice required under this
Agreement shall be deemed given: (i) upon receipt, when delivered personally or by email; and (ii) three (3) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, if sent by standard first class (or local equivalent) mail.
11.4 No waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement
or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to
assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.
11.5 Entire Agreement. This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect
to the transactions set forth herein, and supersedes all prior agreements, representations and understandings in this regard.
11.6 Amendment. No amendment of any provision of this Agreement shall be valid unless set forth in a written instrument in writing signed
by both Parties. No “click-through” or other similar terms subject to electronic acceptance by users shall modify or form part of this
Agreement, except when signed via a valid electronic signature or “pen and ink” by an authorized signatory of each Party.
11.7 Assignment. Consultant shall not assign any of its rights and obligations hereunder without the prior written consent of the Company,
and any attempt to do so shall be null and void. Company shall be entitled to assign its rights and/or obligations under this Agreement, in
whole or in part, to any entity it controls or is controlled by or third party without the need to obtain the consent of the Consultant, provided
only that the Consultant's rights are not materially prejudiced by such assignment in the reasonable opinion of the Company. Subject to
the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their
respective successors and assigns.
11.8 Construction; Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to
be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, (i) such provision shall
be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (ii)
the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
11.9 Headings. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement.
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11.10 Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile shall
be effective to the same extent as if such Party had delivered a manually executed counterpart.
Signature Signature
Print Name, Title Jonathan Edelshaim, Fintech GM
2/24/2022 2/27/2022
Date Date
______________________________
Signature
Print Name, Title Tomer Amitai, CFO
Date 2/28/2022
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STATEMENT OF WORK
This Statement of Work (“SOW”) is made by and between Natural Intelligence Ltd. (“Company”) and the consultant identified below
(“Consultant”). The Parties’ engagements under this SOW and any additional SOW, as shall be updated from time to time, are subject to and form
an integral part of the campaign details provided in the applicable Consulting Agreement (the “Agreement”) by and between the Parties. Capitalized
terms used but not defined herein shall have the meanings given to them in the Agreement.
Consultant Information:
Consultant Full Legal Name: Oleksii Nelin
● Each party may terminate this IO for convenience upon thirty (30) days' prior written notice (including via
Termination:
email) to the other party.
Service: ● Software Engineer
Time/Duration/Deadline ● For monthly services: Consultant shall provide the Services above in a capacity of 182 hours per calendar
month. Any work that exceeds this amount shall require prior written approval from Company (email shall
suffice).
Subject to Section 2 of the Agreement, Services shall be provided by a specific Consultant’s employee- [name]
Subject to Section 1.2 of the Agreement, Services shall be provided from Company’s premises
Other requirements
Sect. 10 shall be not applicable to this SOW
Consultant shall provide Company with: (1) a withholding tax confirmation and (2) a bank account ownership
confirmation or bank check copy.
Signature ___________________________
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1. My obligations under this Confidentiality and Proprietary Rights Agreement (hereafter, “Agreement”) are towards Natural Intelligence Ltd. (the “Company”)
and towards Company Affiliates and Company’s successors, as such may be from time to time. “Company Affiliates” are entities that Company is controlled
by or entities that Company controls.
2. Confidentiality.
2.1. I will regard and retain as strictly confidential and will not, directly or indirectly, disclose to any third party, or use for any unauthorized purposes either
during or at any time after the term of my consultancy with the Company without limitation regarding time or place, any Confidential Information (as
defined below) that I have acquired during my consultancy or in consequence of my consultancy or association with the Company or the Company
Affiliates and Company’s successors, without the written consent of an authorized representative of the Company. I will not attempt to obtain access
to any Confidential Information I was not authorized to receive by Company. “Confidential Information” herein includes, but is not limited to,
research and development related to actual or anticipated products, inventions, software, databases, designs, techniques, drawings, concepts, processes,
methods of manufacture, business plans, customers, financial information, marketing plans and any and all trade secrets (whether or not patentable),
improvements and know-how related thereto, and any other information or data relating to or concerning the technology, products or services of the
Company, the Company Affiliates or Company’s successors, in whatever tangible or intangible form and any other commercial secret of the Company
or any of the Company Affiliates or Company’s successors, and any and all non-public, financial and personal information in whatever form (written,
oral, visual or electronic) of any of Company’s or Company Affiliates’ or Company’s successors’ end-users. The foregoing shall not apply to any
information after it was voluntarily made public by the Company or otherwise reached the public domain by lawful means.
2.2. I acknowledge that all such Confidential Information is essential commercial and proprietary information of the (1) Company or (2) the Company
Affiliates or Company’ successors, or (3) third parties to whom the Company or the Company Affiliates or Company’s successors owe a duty of
confidentiality.
3. Return of Confidential Information. All Confidential Information, whether contained in documents, electronic media, magnetic media, servers or otherwise
(collectively, the “Documents”), including, but not limited to, notebooks, notes, memoranda, records, diagrams, blueprints, bulletins, formulas, reports,
computer programs, other data of any kind coming into my possession or prepared by me or others, are the exclusive property of the Company or of the
Company Affiliates or Company’s successors. I will return to the Company all such Documents immediately upon the earlier of: (i) demand from the Company;
or (ii) termination of my consultancy with the Company.
4. No Conflicting Obligations. I will not disclose to the Company any confidential information or material belonging to a third party, including any prior
employer or contractor, unless I have first received the written approval of that third party to present it to the Company.
5. Breach of Obligations. I am aware that a breach of my obligations as detailed above, or part of them, may cause the Company or the Company Affiliates or
Company’s successors serious and irreparable damage, and that financial compensation might not be an appropriate remedy to such damage. Therefore, I
agree, that if such a breach occurs, the Company, any of the Company’s Affiliates or Company’s successors or any of their designee(s) shall be entitled,
without prejudice, to take all legal means necessary, and seek all and any injunctive relief as is necessary to restrain any continuing or further breach of this
Agreement.
6. Ownership Rights.
6.1. Disclosure and Assignment of Inventions. I will promptly disclose, reduce to writing and describe to the Company all Inventions. I hereby assign to
the Company or its designee(s) all my right, title and interest worldwide in such Inventions, waive any and all moral rights or similar rights, and
represent that all such Inventions are and will be the sole and exclusive property of the Company or of such designee. “Inventions” herein include, but
are not limited to inventions, improvements, discoveries, works, designs, know-how, original works of authorship, formulae, concepts, techniques,
methods, systems, processes, compositions of matter, computer software programs, databases, and trade secrets, whether or not capable of being
patented or copyrighted or protectable as trade secrets, which during my consultancy with the Company or twelve (12) months thereafter (or a lesser
maximum period permitted by law), I may conceive, make, develop, author, or work on, in whole or in part, independently or jointly with others and:
5.1 which are related to the Company’s business; or
5.2 which are related to the Company’s actual or demonstrably anticipated research and development, or to any of the Company Affiliates’ or
Company’s successors’ actual or demonstrably anticipated research and development which relates to the Company’s business; or
5.3 which are developed in whole or in part on the Company’s time or with the use of any Company’s or any of the Company Affiliates or Company’s
successors equipment, supplies, facilities, or Confidential Information.
6.2. IP Assistance. I will, at the Company’s expense, assist in preparation and registration of patents and all other intellectual property in favor of the
Company or its designee(s) I agree to perform this obligation during and after my consultancy with the Company.
7. Acknowledgements and Declarations. I hereby declare and acknowledge that:
7.1. My confidentiality obligations under this Agreement are fair, reasonable, and proportional, and are designed to protect the Company’s and the Company
Affiliates’ or Company’s successors’ secrets and their confidential information, which constitute the essence of their protected business and commercial
advantage in which significant capital investments were made.
7.2. Any breach of my obligations under this Agreement shall contradict the nature of the special trust and loyalty between me and the Company, the fair
and proper business practices and the duty of good faith and fairness between the parties. Any such breach may harm the Company and/or the Company
Affiliates or Company’s successors’ and may constitute a material breach of this Agreement and the consultancy agreement to which this Agreement
relates.
7.3. My obligations under this Agreement and the restricted period of time and geographical area specified herein are reasonable and proportional, and do
not prevent me from developing my general knowledge and professional expertise in the area of my business, with infringing on or breaching any of the
Company’s rights.
8. Assignment: This Undertaking may be assigned by the Company. I may not assign or delegate my duties under this Agreement without the Company’s prior
written approval.
9. Survival: If any one or more of the terms contained in this Agreement shall for any reason in any judicial proceeding to be excessively broad with regard to
time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law.
10. Governing Law and Jurisdiction: This Agreement shall be governed solely by and in accordance with the laws of Israel, save for its conflict of laws
principles. Any dispute between the Parties shall be submitted to the exclusive courts situated in Tel Aviv-Jaffa, Israel.
2/27/2022
Name (print): Oleksii Nelin Signature: _____________ Date: _________________