Exhibit 10.1


 


An
Agreement


 


Made
and entered in 4th on this day of March, 2016


 





	By
    and between:	 	My Size,
    Inc. (Corp id #510394637)
	 	 	 
	 	 	A company
    incorporated in Delaware US,
	 	 	 
	 	 	Having its
    principal offices at 3 Arava St., Airport City, Israel 
	 	 	 
	 	 	(Hereinafter
    referred to as “The Company / Mysize”)




 


	 	 	On
    one side



 


And:


 


	 	LSY
    International, Inc. (EIN 61-1220393) DBA Yudovsky Fur and Leather
	 	
	 	Having
    its principal offices at 4175 Westport Road STE 204 Louisville, Ky 40207 (Hereinafter referred to as “The Client
    / Commissioning”)


 


	 	 	On
    the other side







 


	WHEREAS	Mysize
    developed a platform which enables to collect and adjust physical human measurements and sizes in order to match them with
    different types of clothing items (Hereinafter referred to as “The Technology”), created and / or marketed
    via retail clothing stores and / or electronic online shopping sites;



 






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	WHEREAS	Mysize
    is the sole owner of The Technology including exclusive rights of use and benefit of the intellectual and industrial property
    rights of Mysize Platform, as detailed in the amended form 10 attached to Mysize reports filed with the American SEC concerning
    the nature of the Technology and its characteristics as well as the form and location of registering Mysize' rights of the
    Technology




 


	WHEREAS	The
    Client specializes in marketing, sales and distribution of various industries and products. Among other things, Client is
    the beneficial owner and distributer of Yudovsky Fur and Leather which markets luxury hand-made outerwear made of fur, sheerings,
    alpaca cashmere and Leather, mostly via an electronic online shopping site, named "www.YFUR.com";




 


	WHEREAS	The
    Client has contacted Mysize in order to get a limited and designated license to use The Technology in order to sell the clothing
    items to its customers, and Mysize has agreed to provide the above license as mentioned, all subject to the terms and conditions
    of this Agreement;




 






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NOW,
THEREFORE, it was agreed, declared and stipulated by the parties as follows:




 


	1.	The introduction of this agreement
    and its appendices are an integral part thereof.




 


	2.	Terms of engagement:




 


	 	2.1.	Mysize
    will provide the Client with a limited and unique license for use and implementation of the Technology in its marketing, distribution
    and sale systems including the sale system of The Client’s online websites on the Internet.




 


	 	2.2.	Implementation
    and integration of the Technology in the Client’s marketing and sales systems will be made by Mysize and for that purpose,
    the Client will provide Mysize with the entire knowledge, full data and information the Client holds regarding the clothing
    items it is marketing, including any type of catalogues, marketing and sale methods of these items, instructions regarding
    products sizes provided to each one of the clothing manufacturers providing the products to the Client, details of designers
    providing services to the Client and the different ways to contact each one, full details regarding the Client’s customers
    characterization, customers segmentation based on parameters defined by Mysize, data regarding sales volumes and its characterization
    by categories defined by Mysize, the number of products recall and their characterization, data regarding purchasing habits
    of the Client’s customers as well as feedbacks and opinions related to purchasing of products marketed by the Client,
    and any other information and / or data and / or additional details required by Mysize.




 






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	 	2.3.	The
    Client hereby acknowledges that the conditions for optimal and accurate implementation and operation of the Technology as
    such which meets the Client’s demand, is providing all required data to Mysize as detailed above, therefore the client
    commits to providing Mysize with all data detailed in section 2.2 above fully, as well as any other given data or information
    required by Mysize at any given point of the Technology installation and implementation in the Client’s marketing and
    sale systems.




 


	 	2.4.	It
    is hereby clarified that any delay in providing of the foregoing data and / or other detail necessary for Mysize to carry
    out the installation and implementation process of the Technology would lead to a delay in process completing and the end
    date will be postponed according to the timeframe of the delay in providing data and information by the Client.




 


	 	2.5.	As
    part of the installation and implementation process Mysize will establish a system for reception, control and monitoring of
    all people using and / or assisted by and / or analyzing the usage methods and implementation of the Technology, and this
    system will receive and collect data regarding the identity of users and / or applicants, their characterization, sizes and
    / or any other details given by them. This database will be within a mutual possession and ownership of Mysize and the Client,
    and both Mysize and the Client can use it as it sees fit for any purpose, as long as database will not be exposed and / or
    partially and / or fully transferred to entities competing with the Client, dealing exclusively and specifically in sales
    and marketing of upper luxury clothing products made of the raw materials specified in section 3.4 below.




 






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Mysize
will be the sole responsible for operating the above database and make sure, however necessary, to receive any permit and / or
license required for operation and / or existence of this database, and is hereby dismissing the Client from any responsibility
or liability regarding this database and / or its operation.


 


	 	2.6.	During
    installation and implementation process Mysize will do its best to provide the Client with all of its professional knowledge
    and experience in order to improve, optimize and promote the Client’s electronic sales website and offer the Client
    with possible ways and solutions to implement them in order to make the website more accessible, more usable, user friendly
    and more attractive.




 


In
addition, Mysize will develop means and mechanisms designed to attract the Client’s customers’ attention and convince
them to purchase additional items and products from the Client’s manufacture, in order to increase the Client’s sales
volume through its online sales websites.


 


These
services will be given to the Client without any additional consideration on his part.


 


	 	2.7.	The Technology installation
    and implementation process in the Client’s systems will be done within 4 months
    starting the agreement signature date, and as agreed and conditioned in section 2.4 above.




 






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	 	2.8.	Installation
    and implementation process will be executed by Mysize employees only and at its own expenses, during which Mysize will be
    provided with the required data and information as specified above, in form and manner prescribed by Mysize and, when necessary,
    the Client’s employees and temporary service providers shall be available to answer questions and provide details and
    data as required by Mysize as well as meet with Mysize representatives if needed for providing of details and data as specified.




 


	 	2.9.	During
    installation and implementation process, tests and trials will be made for analysis and examination of installation process,
    implementation progress and results, and the Client shall cooperate with Mysize and provide Mysize with all means and infrastructures
    required for execution, monitoring, follow-up and control of these tests and their results.




 


	 	2.10.	Mysize
    will inform the Client regarding the completion date of the Technology implementation and installation process, where a 60-days
    period of system trial period will begin, during which training and detailed demonstrations will be given to the Client and
    / or its service providers regarding usage and implementation of the Technology, presenting and publishing the Technology
    to the Client’s customers and making it available to them, data processing and syncing of the Technology with the Client’s
    data and information.






 






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During
the trial period, mutual monitoring and control will be made by both Mysize and the Client regarding the Technology implementation,
its functioning and the received results, and the Client may provide any comments and / or point out any required correction and
/ or improvement while Mysize, in accordance with limitations of the Technology itself and subjected to the limitations of the
system in which it operates within and to which it is linked, will handle, improve and optimize the system’s functionality
following the Client’s comments, as far as it is possible as stated.


 


The
trial period will be finished once confirmation is received by both sides, that the implementation of the Technology in the Client's
systems is meeting the indications and criteria detailed in appendix A of this Agreement, and after the completion of the implementation
and installation process and by the end of the trial period as stated, the Technology usage license period will begin as detailed
in section 3.1 below.


 


The
date when the trial period will be successfully completed will be deemed the effective date of this agreement (the “Effective
Date”)


 


	3.	Engagement and agreement
    period 




 


	 	3.1.	Mysize
    will provide the Client with a limited and unique license for usage of the Technology and its implementation in the Client’s
    marketing, distribution and sales systems including the Client’s online sales systems, starting after the completion
    of the Technology implementation and installation process completion inside the Client’s systems as detailed in section
    2.2 above, and after the completion of the 60-days trial system as detailed in section 2.10 above, as long as this Agreement
    remains valid and will not be canceled by either party as set out in section below.



 






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	 	3.2.	During
    license period the Client is entitled to use the Technology in accordance with the guidelines and training provided, and to
    provide its customers the required access for purchasing and adjusting products offered by the Client in sale locations including
    electronic stores managed by the Client on the internet.




 


	 	3.3.	Detailed
    instructions will be delivered to the Client regarding the conditions to be set for customers prior to the Technology usage
    and the Client commits to inform the customers that the customers commit to fulfilling and maintaining these conditions, and
    prevent any potential violations thereof and / or bypassing.




 


	 	3.4.	It
    is hereby agreed that Mysize will provide the Client with exclusive use of the Technology, (hereinafter the “Exclusivity”).The
    Exclusivity will only apply to the use of the Technology specifically for luxury outerwear clothing products made of these
    raw materials, and these materials only: Furs, Sheerings, Alpaca, Cashmere, and Leather (“Luxury Outerwear”).
    The Exclusivity will only apply to entities which market solely and exclusively Luxury Outerwear products.




 






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For
the avoidance, It is hereby clarified, that during the entire period of Exclusivity, Mysize will not sell the Technology nor will
grant a Technology usage license to any entity which exclusively and solely markets Luxury Outerwear. However, the Exclusivity
will NOT apply to any entity which markets other fashion apparel along with Luxury Outerwear, whereby Mysize will reserve the
right to sell them their Technology.


 


Exclusivity
will also apply to Luxury Outerwear which is uniquely and is custom tailored specifically for a designed match for the client
by prestigious designers.


 


	 	3.5.	The
    Exclusivity will be granted to the Client in exchange for the agreed consideration set forth in this section.




 


The
Exclusivity will be granted to Client only if the following targets are met: (1) For a period of 24 month commencing
from the Effective Date (as defined in section 2.10 above) the consideration paid to Mysize, pursuant to section 4.1.2 below,
will produce Mysize with a minimum income of $1,000,000; and, (2) a minimum income of $5,000,000 which will be paid to Mysize
for every consecutive year thereafter (collectively the “Mysize Minimum Income”). Mysize will continue providing
Client with the Exclusivity for as long as, and provided that, the Mysize Minimum Income is met.


 


In
order to maintain the Exclusivity, the Client will be permitted to complete the Mysize Minimum Income with his own capital in
order to maintain the Exclusivity.


 






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	 	3.6.	It is hereby declared and agreed
    upon by both parties that provided that the Client’s activity will not yield Mysize with the Revenue Target values as
    specified above by the end of each annual engagement, the exclusivity provided to the Client according to this Agreement will
    be immediately terminated, and Mysize shall be entitled to market and distribute the Technology to any person and any entity
    including designated entities exclusively dealing with selling clothing items similar to those sold and / or marketed by the
    Client, including such made of the raw materials made specified above.



 


For
the avoidance of any doubt, it is hereby clarified that has the exclusivity been canceled as stated in this section, the client's
right to keep using the Technology according to the conditions of this Agreement and based on the payments to Mysize due to this
agreement, will not be harmed and / or diminished.


 


	 	3.7.	It
    is hereby declared and agreed upon by both parties that the exclusivity provided to the Client in accordance with the conditions
    specified above is limited only to designated entities exclusively engaged in marketing and distribution of upper luxury clothing
    products and solely regarding products made of the four raw materials specified above.




 


The
exclusivity shall not apply to any entity or a person which is not exclusively designated to marketing, distribution and sales
of upper luxury items including all apparel chains engaged with marketing, distribution and sales of general clothing and in addition
it shall not apply to any entity or person engaged in the marketing and distribution of non-luxurious upper clothing and / or
which is not majeure does not made of the four raw materials mentioned above.


 






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	 	3.8.	The
    Client hereby commits to include all Technology’s characteristics, performances, advantages and the added value it provides
    to customers involved in purchasing Mysize products in any campaign taking place in any media that the customer will conduct
    and / or purchase for the business and / or products it is selling, marketing and distributing. The Technology’s characteristics,
    performances and advantages of its usage and implementation will be mentioned in every publication as specified to increase
    customers’ recognition and awareness of the Technology and its usage possibilities, advantages and benefits. The Client
    hereby declares that the exclusivity provided to it as stated in this Agreement, is based on the commitment to conduct advertisement
    campaigns periodically and continuously, where publication of the Technology and its performances will be included as specified.




 


	 	3.9.	This
    Agreement remains valid unless one of the parties informs its desire to terminate the engagement according to this Agreement
    in a prior notice, delivered to the other party 90 days in advance prior to the designated engagement termination date.




 


Notwithstanding
the provisions above, it is hereby clarified that as long as the Client is meeting the revenue goals set forth in Section 3.5
above, Mysize will not be entitled to cancel this agreement unless it was violated by the Client.


 






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	 	3.10.	Upon
    legally completion of the Agreement period once cancelled as detailed above, Mysize is allowed to disconnect, remove and /
    or freeze the Technology implementation and activity in the Client’s systems and the Client will not take upon any action
    and / or cause any prevention designed to delay and / or damage the Technology disconnection and removal process from the
    Client’s systems and servers.




 


In
addition and / or for the avoidance of any doubt, upon completion of the Agreement period once cancelled legally as specified,
the Client will hold no privilege regarding the Technology and / or any system or application derived from it and / or branching
from it as well.


 


	4.	Consideration




 


	 	4.1.	In
    exchange of the provided privilege for use of Technology as specified in this




 


Agreement,
the Client will forward Mysize with the following payments:


 


	 	4.1.1.	A fixed payment for the Technology
    implementation and installation projects in the Clients marketing and sales systems as specified in section 2 above for a
    total of $100,000 to be paid on the following dates and rates: $10,000 upon signing this Agreement;




 


$30,000
upon actual beginning of installation and implementation project;


 


$20,000
upon completion of Technology installation and implementation project;


 


$40,000
upon completion of Technology trial period as specified in section 2.10 above.


 






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	 	4.1.2.	On
    top of the above mentioned amount Mysize will be paid 7.5% of transactions value of any product and item of any kind that
    is marketed and sold by the Client in any method throughout the entire engagement period as specified in this Agreement.




 


	 	4.2.	Mysize
    will establish a reception and control systems for all executed transactions, and once a month Mysize will send to the Client
    a transactions report regarding this month. Based on the report issued to the Client, the agreed payment will be provided
    to Mysize as specified in section 4.1.2 above within 10 days from the day that report was issued to the Client.




 


The
Client hereby consents that the data received by the control system, will bind both parties regarding any account settling they
may have referring to the exchange decided upon in this Agreement, and these data will form the sole base for the exchange Mysize
is entitled to according to this Agreement.


 


	5.	Support and Maintenance
    Services 




 


	 	5.1.	Mysize
    will provide the Client with support and maintenance services for the Technology, its activity and its modification to the
    Client’s marketing and sales systems throughout the entire Agreement period.



 






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	 	5.2.	As
    part of support and maintenance services Mysize will handle any report regarding a malfunction and / or an error in the Technology
    implementation and / or activation, and will provide a response to any necessity raised by the customer regarding the technology
    and its implementation.




 


In
addition Mysize will be responsible for the Technology update as it may be necessary, according to Mysize’ sole discretion.


 


Support
and maintenance services will be provided from Mysize offices via Mysize servers and upon requirement by phone and / or email
services.


 


	 	5.3.	In
    respect of maintenance and support services, the Client will pay a fixed amount by the rate of 2,500$ per month, starting
    the completion of the system trial period as set forth in Section 2.10 above (equals to 1/4 of a full-time job). Support and
    maintenance services are based on allocation of one Mysize employee whose designated position will be specified as providing
    support and maintenance as mentioned above. As it may be needed, allocation of additional employees for support and maintenance
    services will increase payment for these services based on the rate of 2,500$ per employee (equals to 1/4 of a full-time job).




 


	6.	Intellectual Property
    and Confidentiality




 


	 	6.1.	All
    technology rights and everything branching out of it including its content, database, activation codes and any other details
    as well as any document and/or hardware implemented in the systems and/or servers of the Client (hereinafter “Mysize
    Intellectual Property”) is the sole property of Mysize and considered a protected Trade secret.



 






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In
addition it is hereby agreed that all data received by Mysize as a result of Technology use and/or implementation, including details
referring to Technology users’ identity and details provided by them are the sole, mutual property and proprietary of Mysize
and the Client as detailed in section 2.5 above. The database will be given to the Client through magnetic media or any other
method by the Client's choice.


 


	 	6.2.	The
    Client hereby commits not to copy and / or photograph and / or use Mysize Intellectual Property as well as not to change and
    / or hack and / or broadcast Mysize Intellectual Property and / or use it to create derivatives and / or grant a license and
    / or provide access and / or transfer any right to any third party in Mysize Intellectual Property.




 


	 	6.3.	The
    Client hereby declares it was informed that its signature on this confidentiality section is a basic prerequisite condition
    for Mysize’ agreement of engagement via this Agreement and that violation of this section by the Client will result
    in the immediate termination and that is without derogating from any other right Mysize may have against the customer for
    such violation.



 






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	7.	Mysize’ Responsibility




 


	 	7.1.	It
    is hereby clarified that some of the services provided via the Technology includes third parties involvements among other
    things and Mysize holds no liability for any action or omission made by these third parties and will not stand responsible
    for any damage and / or loss and / or violation and / or expense caused as a result and / or related to any action or omission
    as mentioned.




 


	 	7.2.	Mysize
    holds no liability in any form to the hardware used by the Client upon which the Technology will be implements and it is the
    Client’s responsibility to take care of the appropriate service agreements and warranties for any case of failure and
    / or malfunction and / or a problem related to the hardware used by the Client upon which the Technology will be implemented.




 


	 	7.3.	Mysize
    will be responsible to any damage and / or loss and / or expense caused directly by a discovered and / or incurred defect
    and / or deficiency in the Technology itself and is committed to indemnify the Client for any payment and / or expense the
    Client need to pay and / or carry due to damage as stated.




 


	8.	Miscellaneous




 


	 	8.1.	The
    Client may not transfer and / or assign its rights and / or obligations of this Agreement to any person and / or entity, unless
    received Mysize’ consent. In the event thatClient transfers his rights under this Agreement to a third party, all or
    part of these rights, Mysize’s rights for revenues under the terms of this Agreement will be preserved. Also, in the
    event thatMysize shall transfer its rights under this Agreement to a third party, the Client's rights to use and apply the
    Technology and the exclusivity right under the terms of this Agreement will be preserved.



 






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	 	8.2.	It
    is hereby clarified that relations between the Agreement parties are an Independent Contractor – Client relations and
    there are nor will be any employee-employer relations between Mysize and the Client and/or Client employees.




 


	 	8.3.	This
    agreement reflects full and all agreements between the parties thereto, including all parties’ representatives and /
    or respective agents, and is eliminating any other agreement, display or understanding made, if at all, prior to its signature.




 


	 	8.4.	In
    case any of the parties failed to enforce, or delayed to enforce any of the rights provided by this Agreement and/or by law,
    whether in a specific incident or a series of incidents, this shall not be considered a waiver of this right or any other
    rights.




 


	 	8.5.	Jurisdiction
    authority in any dispute arising from this agreement, its existence, its violation or interpretation, shall be subjected to
    the relevant competent court in the Tel Aviv –Jaffa district under Israeli law.




 






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	 	8.6.	In
    the event that one or more of the Agreement provisions shall be interpreted as illegal or null by a court of law or by any
    other judicial tribunal, such decision shall not prejudice the binding validity of the remaining provisions of this Agreement.
    However, this provision does not release any of this Agreement's parties from liability for violating representations under
    this Agreement.



  


	 	8.7.	This
    Agreement's parties' addresses are as detailed in first page of this Agreement. Any notification according to this agreement
    will be delivered in person or via registered mail or by fax. A notice sent via registered mail to the registered addresses
    above will be deemed to have reached its destination after 72 hours from launch from the relevant Israeli post office. A notice
    given in person or by fax will be deemed as received on the same date it was delivered to the parties' addresses.




 


IN
WITNESS HEREOF, the Parties hereto have signed today: March 4, 2016


 





 


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