For the purpose of this Agreement, "Information" means any information received or
obtained by the Contractor or presented to the Contractor by Lichi or a client of Lichi
including any and all (1) details and contact information of Lichi's clients, including
potential clients introduced to the Contractor by Lichi, (2) contact details of other
Contractors or personnel introduced by Lichi, (3) texts (both source and translated
language) including translation memory (TM) files, images, drawings, plans,
formulae, charts, exhibits, and any appendixes, (4) trade secrets, (5) prices, (6)
strategic and development business plans, ideas for processes, business records,
project records, and (7) content and information that was generated, received, or
obtained while the Contractor had a relationship with Lichi, provided services to
Lichi, negotiated with Lichi, etc.
The Receiving Party shall hold the Information in strictest confidence using all
available means. The Receiving Party shall not, directly or indirectly, disclose,
publish, disseminate, copy, reverse engineer, transmit, reproduce, summarize, use,
quote, or publish the Information, nor use it in any way.
The Receiving Party shall not make, directly or indirectly, commercial or any other
use of the Information or any part thereof in any way. The Receiving Party may only
use the Information in order to provide the Disclosing Party services as shall be
agreed between them from time to time.
The Receiving Party shall have no right of title to the Information or to any
modification, translation, or development of the Information.
The Receiving Party acknowledges that any unauthorized disclosure or use of the
Information may cause serious harm and damage to the Disclosing Party and/or its
clients, substantially diminish the value of intellectual and other properties and/or its
proprietary interests, and cause economic, financial, and additional damages and
hardship to Lichi and/or clients of Lichi. Due to the nature of the Information, the
Receiving Party acknowledges and agrees that there can be no adequate remedy
in law for any breach of the Receiving Party’s obligations hereunder, that any such
breach may cause irreparable harm to the Disclosing Party, and that therefore,
upon any such breach or any threat thereof, the Disclosing Party shall be entitled to
appropriate equitable relief in addition to any other remedy. The Receiving Party will
notify the Disclosing Party in writing immediately upon the occurrence of any such
unauthorized release, disclosure, or exposure of the Information, or other breach of
the terms and conditions of this Agreement.
Upon the Disclosing Party’s request, the Receiving Party shall (a) return to the
Disclosing Party all copies or extracts of the Information or any part thereof in any
medium and form, and (b) permanently destroy all copies or extracts of the
information or any part thereof that cannot be returned, and (c) permanently delete
the Information and any part thereof stored magnetically or electronically, and (d)
shall certify in writing by an authorized officer of the Receiving Party that all
confidential Information has either been returned or permanently destroyed.
The Contractor will not initiate or hold any direct or indirect contact (business,
social, or other) with anyone who, to his best knowledge, is a client or prospective
client of Lichi or was introduced to him by Lichi (“Client of Lichi”). This article will not
be interpreted to prevent the Contractor from communicating with a client of Lichi in
the interest of performing his services to Lichi.
The Contractor will not provide personal or other contact details to any Client of
Lichi. If direct interaction is necessary for the fulfilment of the project, the Contractor
will notify Lichi immediately and will ask the client to address Lichi.
The Contractor or any third party on his behalf will not, during and after the term of
this agreement, provide any service to any Client of Lichi without Lichi's advance
Should any Client of Lichi contact the Contractor concerning any work or project
absent approval from Lichi, the Contractor will immediately refer the matter in detail
to Lichi upon receipt.
All financial affairs will be dealt directly and only with Lichi. The Contractor or any
third party on his behalf will not approach any Client of Lichi with any financial
issues and will not receive any direct or indirect payment (including refund of
expenses) from them. Notwithstanding the above, any income from any Client of
Lichi will belong to Lichi in its entirety and Contractor will forward any such income
to Lichi immediately upon receipt.
Any compensation, salary, payment, remuneration, benefit, or consideration
received by the Contractor from any client introduced to the Contractor by Lichi,
directly or indirectly, will be the sole property of Lichi, and the Contractor shall
immediately inform Lichi of its receipt and transfer it to Lichi in full.
The Contractor will not discuss or disclose to any third party any financial
arrangement between the Contractor and Lichi.
Lichi will pay the Contractor payment for his services as shall be agreed between
the Parties in writing.
The Contractor confirms to Lichi that he is capable of providing high quality services
for the projects assigned by Lichi.
If the quality of the service provided by the Contractor is impaired, or justified
complaints are received from the client, the Contractor will provide full support and
complete all necessary work in a timely manner until the client is satisfied at no
extra charge. If the client is still unsatisfied, Lichi will be entitled to deduct a fee paid
The parties are independent contractors. Nothing in this Agreement or in the
activities contemplated by the parties hereunder shall be deemed to create an
agency, partnership, employment, or joint venture relationship between the Parties.
The Contractor is not and will not be considered an employee or Lichi. Each Party
shall be deemed to be acting solely on its own behalf and has no authority to incur
obligations or perform any acts or make any statements on behalf of the other
Party. Neither Party shall represent to any person or permit any person to act upon
the belief that it has any such authority from the other Party.
This Agreement shall remain in force unless cancelled by either Party in writing.
The obligations in this Agreement shall survive any termination of this Agreement.
The Contractor fully understand that the above obligations are essential for Lichi
and that Lichi would not have contracted with the Contractor otherwise. Therefore,
any breach of the abovementioned will entitled Lichi to initiate legal actions
including any injunction order.
The validity, interpretation, and performance of this undertaking and declaration
shall be governed only by the laws of the State of Israel. All disputes between the
Parties shall be adjudicated exclusively in the Central District in Israel. The Parties
agree that filing by email shall be valid and binding and grant jurisdiction to the
No change, modification, alteration, or addition to any provision of this agreement
shall be binding unless in writing and signed by both Parties
Articles 1-10 & 17 of this Agreement shall remain valid and binding during the term
of this Agreement and any time thereafter. Other articles of this Agreement will be
valid for as long as the Contractor works with Lichi and shall remain valid and
binding for 36 months after that.
Each Party declares that they have read and understood this document and that
they are fully authorized to sign it and fully capable of executing it.
This Agreement constitutes the entire Agreement between the Parties with respect
to the subject matter hereof and supersedes any prior understanding and
agreements between and among them as to the subject matter hereof. This
Agreement shall not be modified except by a written agreement duly signed by both
Parties. No delay, failure, or waiver of either Party’s exercise or partial exercise of
any right or remedy under this Agreement shall operate to limit, impair, preclude,
cancel, waive, or otherwise affect such right or remedy. No waiver of any provision
of this Agreement shall constitute a waiver of any other provision(s) or of the same
provision on another occasion.