Terms of Engagement

TERMS OF ENGAGEMENT

This document sets out the terms and conditions upon which Gottlieb Gera & Co. (the “Firm“) is willing to act for you (these “Terms“) in connection with your engagement of the Firm (the “Engagement”). Your continuing engagement and cooperation with the Firm as well as your continued instructions to the Firm will amount to your acceptance of these Terms, and the appointment of the Firm as your legal representatives in respect of the matter for which we are retained by you.

Our Services

1. We will provide our legal services and use our professional judgment with reasonable skill and care and in accordance with the professional standards expected of us in the relevant circumstances.

2. The nature, extent and content of any legal services we provide will be determined by the specific nature, scope and limitations of the Engagement and your instructions (if any), as well as the amount and accuracy of information provided to us and the available time to provide our services. We do not provide tax advice. We deal with many cross-border transactions but we provide only advice and services with respect to laws of the State of Israel (excluding specific laws pertaining to the occupied territories), and we do not provide legal advice with respect to laws of any other jurisdiction.

3. We rely upon the accuracy and completeness of the information provided to us by you, or by others on your behalf. We will not normally seek to verify or check the information so provided and rely on such information when carrying out your instructions and our legal services.

4. The advice or other legal service provided by the Firm is to be used only for the purposes of the matter for which we were engaged and by the person or entity who engaged us, and we are not responsible for its use for a different purpose or in a different context or by a different person or entity.

5. We correspond over the internet using emails and other electronic media. Although we take reasonable steps to safeguard the security and confidentiality of the information transmitted, you acknowledge that we cannot guarantee its security and confidentiality.

Your Responsibilities

6. It is your responsibility to provide us promptly with complete and accurate instructions, information and documentation relating to the Engagement, and to carry out our reasonable requests from you or from others under your control. Any delay or failure to do so may result in the failure of the service provided or in additional fees and expenses, and in any event we will not be responsible for any such delay failure nor to any direct or indirect consequences which may arise from it.

7. You remain solely responsible for your instructions to us and for your own decisions, actions or inaction, whether or not these follow our advice, and in addition to any advice provided by the Firm you must also take into account the restrictions on the scope of our work and other factors, commercial and otherwise, of which you and your other advisers are, or should be, aware.

8. We will try to avoid changing the legal team that handles your work but often this cannot be avoided, and we are under no obligation to seek your approval for changes in the team handling your affairs.

9. If you are involved in litigation and are unsuccessful you are likely to be ordered to pay the successful party’s costs in addition to the payment of all of our fees and disbursements. If you are successful in the litigation you will still be responsible for payment in full of all of our fees and disbursements but you may win an award of costs in your favor. Awards of costs may not cover the actual costs of either of the litigating parties.

Legal Fees & Disbursements

10. We will calculate our legal fees based on either (a) the time spent on your matter by different lawyers and other staff members at different rates based on their seniority and expertise (“Hourly Basis”), or (b) what we regard as fair and reasonable considering the relevant circumstances, including but not limited to: the complexity of the matter, the skill, specialized knowledge and responsibility involved, the time spent on the matter, and the amount or value of any money or property involved (“Fixed Price Basis”). If we will calculate our legal fees on a Fixed Price Basis we will not provide a breakdown of time spent on the Engagement. Please note that our Fixed Price Basis is higher than the “minimum fees recommendation” published by the Israeli Bar. Unless otherwise agreed, the Firm reserves the right to choose between an Hourly Basis and a Fixed Price Basis for any specific service rendered to you.

11. The Firm does not usually provide services on a contingency basis. If services are to be provided on a contingency basis and then discontinued, our legal fees shall remain payable in full in consideration that typically the services provided at an early stage are of a higher value, and there will be no discounts of any kind including with respect to the replacement of representation.

12. The Firm reserves the right to remit invoices from time to time. Legal fees or disbursements which are not included in one invoice will be included in later invoices. Payment of each invoice is due within 10 days following its issuance of the invoice. We reserve the right to ask for payment of funds in advance on account of our legal fees and disbursements from time to time, free from any interest.

13. Unless otherwise approved in writing by the Firm, Value Added Tax is to be added to all legal fees and paid on the due payment date of said legal fees.

14. We will bill you for all external disbursements including court fees, incorporation fees, fees for reports, filing fees, courier fees, travel costs and other expenses incurred by us on your behalf or in connection with providing the services under the Engagement, irrespective of whether at that time they had actually been paid by us.

15. You may not deduct, offset or withhold, any sums whatsoever from the invoiced Legal fees and disbursements under any circumstances whatsoever.

16. In addition to any other rights or remedies we reserve the right to exercise a lien over your files and documents or monies that we hold in escrow, which means that no such files, documents or monies will be released until all amounts owing are paid. We will further be entitled to pay any outstanding payments that you will owe to us from any monies that we hold in escrow for your or on your behalf.

17. In the event that any invoice remains unpaid for a period of 30 days after the due date, we will be entitled to charge you, at the sole discretion of the Firm, accumulating interest arrears at a rate of 1.5% per month on any amount outstanding from the due payment date until payment in full is received. In addition, we reserve the right to charge differentials from linkage of such unpaid sum to the general CPI index or differentials from the changes in the representative exchange rate of US dollar to NIS – whichever higher, on said unpaid amount for the same period.

18. Any failure by you to observe these terms of payment is a fundamental breach of the Engagement and will entitle the Firm, in addition to any other right or remedy hereunder, to terminate the Engagement and discharge the Firm from any obligation including the obligation to continue the provision of services, either permanently or until full payment had been made.

Termination

19. Unless otherwise agreed, you may terminate our services at any time by a notice in writing that is made in good faith. The Firm reserves the right to cease acting for you at any time including, but not limited to, when:

(i) you have not complied with these Terms or any other terms that will be agreed upon; or

(ii) we have not received adequate instructions from you within a reasonable time of request, or we perceived in our discretion that the necessary relationship of mutual trust and confidence required for a workable lawyer/client relationship no longer exists;

(iii) we were unable to complete our a due diligence process or other process which we follow as part of our compliance procedures, or we found in the course of such process or otherwise that there is a reasonable cause (not listed above or below) for the termination of our services; or

(iv) it becomes required by law (including anti-money laundering regulations) or by our professional rules of ethics that we discontinue the provision of services; or

(v) an invoice has not been paid within 30 days of being due or we have other reasonable cause to suspect that the payment of our legal fees or disbursements may be at risk

Any termination of our services as above mentioned or otherwise, shall not terminate the remaining provisions of these Terms which shall survive and remain in full force and effect, except that we shall be released from the conflict of interest requirements.

Limitation of Liability

20. Our services involve utilizing a great degree of professional judgment in situations which are complex and involve by their nature substantial economic and other risks. While we will aim to provide our legal services with reasonable skill and care and try to avoid causing any losses, damages, harm, costs or expenses that you may suffer (“Losses”), the provision of our services is made free from any undertaking, guarantee, assurance or representation of any kind that you will not suffer Losses in connection with the provisions of the Firm’s services hereunder.

21. Our services are provided subject to the following terms and conditions:

(i) We will not be liable for any Losses which were caused or otherwise contributed to by either the provision of false, misleading, inaccurate or incomplete information or documents or by the acts or omissions of any person other than the Firm, including but not limited to any contributory negligence on your part.

(ii) If you will suffer any Losses for which we are jointly and severally liable together with any other party or parties, you will first recover such Losses from the other party or parties, and any recovery from the Firm shall be subordinate to the exhaustion of any and all recovery efforts from such party or parties, and shall in any event be limited to the proportion of the Firm’s contribution to the overall fault for such Losses.

(iii) The aggregate liability of the Firm and its partners, lawyers, agents and employees or any of them for any Losses shall be further limited to the extent of the professional indemnity insurance coverage of the Firm for the specific event.

(iv) We are not responsible in any event to any other party who seeks to rely upon any advice or service which we have provided to you, unless our prior written explicit consent have been given to that party.

These limits of the Firm’s liability shall apply with respect to all types of causes of action of any nature and under any applicable laws including without limitations under any alleged breach of contract or other obligation or breach of statutory duty or any tort (including negligence).

Archiving of Files

22. Upon completion of the Engagement you will be entitled to receive copies of all files (excluding drafts, internal correspondence and other work product), and the Firm will be entitled to retain and to store such files either in physical or electronic form. Except as required by law or under the rules of the Israeli Bar Association, the Firm shall not be required to retain a copy of any file or to provide one at your request, and following the provision of a notice pursuant to the rules of the Israeli Bar Association, the Firm may destroy or otherwise dispose of your files. If the Firm agrees to store your files you will be charged with reasonable fees for such special storage and for retrieval of stored files, but in any event the Firm shall not be responsible for any loss or damage to such stored files (or resulting therefrom) which was not caused by the Firm’s wilful misconduct and by no fault of yours (including a failure to make full and timely payments).

IP & Confidentiality

23. We retain all copyright and other intellectual property rights in everything authored or developed by the Firm both before and during the provision of our services and under the Engagement.

24. We confirm that, except as may be required by law, a court of competent jurisdiction, or other governmental or regulatory authorities, we shall keep in confidence any confidential information that you provide to us and that has is not in the public domain, and it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith see fit to preserve confidential information from misuse.

25. Following the completion of services in a specific matter and subject to our confidentiality obligation above, you agree that we may publicise or advertise our involvement, using such media as we deem appropriate.

26. You shall not make, during and after the Engagement, any statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Firm or any of its respective lawyers or other employees, businesses or reputations.

Conflicts of Interest

27. We provide a wide range of services for a large number of clients and may be in a position where we are providing services to persons or entities which you might regard as giving rise to a conflict of interest. We cannot be certain that we shall identify all such situations which exist or may develop, in part because it is difficult for us to anticipate what you might perceive to be a conflict. You are required to notify us immediately of any potential conflict affecting the Engagement of which you are, or become, aware. Where the above circumstances are identified and your interests and the interests of any other client with conflicting interests can be properly safeguarded by the implementation of appropriate procedures including limiting the scope of the services provided to you, you agree that such limitation be applied to minimize the potential or actual conflict to the extent possible. Just as we shall not use confidential information relating to you for the advantage of a third party, we shall not use confidential information obtained from any other party for your advantage. Information which is exchanged with the Firm concerning potential conflicts is confidential and we have no duty to disclose it to the client who did not provide it.

Trigger Dates

28. Following the completion of the provisions of our services the Firm is not obliged to inform you of any trigger date (being a date by which you are required to do or refrain from doing an act to protect an interest or legal right).

Notices

29. Any notice required to be given shall be in writing and shall be posted by pre-paid mail, delivered by commercial courier service, forwarded by fax transmission, or sent by email to the relevant party. You waive in advance any claim or argument against the service of process by post or by commercial courier to your last known address and you accept that it shall be deemed as proper and sufficient summons and service of process for any purpose in any jurisdiction whether or not you actually receive it for any reason.

Anti-Money Laundering Regulations

30. In order that we can comply with anti-money laundering regulations, where applicable, you may be asked to complete and return a compliance memorandum as soon as reasonably practicable, together with all requested documentation. We can accept faxed copies of the documents initially but the hard copy originals must be delivered to us.

Dispute Resolution, Governing Law

31. The Firm and you and any other party acting on your behalf (each a “Party” and together, the “Parties”), shall attempt in good faith to settle any controversies, disputes or claims between any of the Parties arising out of, in connection with or otherwise related to the Engagement, these Terms (including their legal effect), the provision of our services or the relationship between the Parties in general (“Claim”). If the Parties are unable to resolve such Claim, either Party may initiate an arbitration to be administered under the First Addendum of the Arbitration Law, 1968 (“Arbitration Law”), before a single arbitrator mutually agreed upon between the Parties within a reasonable period of time (not to exceed 15 days) after either Party notified the other(s) of its desire to seek arbitration, and if the relevant Parties cannot agree on an arbitrator then one shall be appointed by the District Court of Tel Aviv provided that such arbitrator shall be a lawyer or a former jurist who is fluent in the English language and possessing knowledge and experience relevant to the Claim.

32. The arbitration proceedings will be conducted in the English language in Tel Aviv, Israel. The arbitrator will be required to conduct speedy and efficient proceedings, and to maintain accurate records of the hearings and make them available to the litigating Parties. All the decisions of the arbitrator shall be issued in the English language and include detailed reasoning. The decisions and award of the arbitrator shall be conclusive final and binding upon the Parties and may not be appealed. The District Court of Tel Aviv shall act exclusively as the “Court” for the purpose of the Arbitration Law, 1968 and the Arbitration Procedure Regulations, 1968, without prejudice to the enforceability of the arbitral award in any jurisdiction. The costs of the arbitration will be equally borne by the litigating Parties until otherwise held by the arbitrator in an interim or final award. The Parties will maintain in complete confidentiality all proceedings related to the Claim, and for that purpose any Party submitting the first request, claim or application, shall first file a request that such proceedings be conducted in camera in order to protect the confidentiality of the Parties’ affairs and business from any public scrutiny, and attach a copy of these Terms and quote this provision in the body of the request to support it.

33. These Terms and the Engagement are governed by and construed in accordance with the laws of the State of Israel notwithstanding its rules regarding international choice of law, and the arbitrator shall be bound by substantive Israeli law. The arbitrator shall have no authority to award any exemplary, punitive, special, general, indirect or consequential damages, or to quantify damages by way of assessment, and any award of damages will require explicit contractual quantification or meeting a meticulous level of proof.

General

34. The failure to exercise or delay in exercising a right or remedy provided under these Terms or by law does not constitute a waiver of the right or remedy or a waiver of other rights and remedies. No single or partial exercise of a right or remedy provided under these Terms or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

35. Each of the provisions contained in these Terms shall be construed as independent of every other such provision. If any provision of these Terms shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then it shall be deemed to have been revised to the extent necessary to be legal, valid or enforceable, as the case may be, and in any event such determination shall not affect any other provision of these Terms, all of which other provisions shall remain in full force and effect.

36. Each provision of these Terms will continue to apply to the Engagement unless and to the extent that it is explicitly revised or replaced in a separate letter of engagement made in writing and duly signed by the authorized representative of the Firm with intention to be binding upon the Firm.