Exhibit
10.1


 


CERTAIN
INFORMATION HAS BEEN EXCLUDED FOM THE EXHIBIT AS SUCH INFORMATION IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
([***]).


 


DISTRIBUTION
AND LICENSE AGREEMENT 


 


This
Distribution and License Agreement (this “Agreement”) is made and entered into as of October 7, 2022 (the “Effective
Date”) between I.R Med Ltd., a company formed under the laws of the State of Israel, with an address at Z.H.R Industrial
Zone, Rosh Pina Israel (“IR-Med” or the “Company”), and PI Prevention Care LLC, a Delaware limited liability
company (“Distributor”).


 


RECITALS



 


WHEREAS,
Distributor will be comprised of persons with access to or who represent senior/elder care facilities and/or hospitals or other medical
centers throughout the United States (collectively, the “Medical Care Centers”) and who are familiar with and have wide experience
in addressing and responding to the needs of these Medical Care Centers,; and


 


WHEREAS,
IR-Med is engaged in the development, manufacturing, sale and support of a proprietary patent protected solution for the early detection
of pressure injuries (PI) to the skin and underlying tissue primarily caused by prolonged pressure associated with bed confinement, which
includes a handheld optical monitoring device that is being developed to detect such pressure injuries and interaction with an online
cloud information system (hereinafter the “PressureSafe Solution”), which currently being developed and therefore
not currently available on the market;


 


WHEREAS,
Distributor represents that it has the experience, expertise, skill and financial ability to establish distribution networks in the United
States for the marketing, sale and delivery of the PressureSafe Solution amongst the Medical Care Facilities once the PressureSafe
Solution has obtained all regulatory authorization to be markets in the United States;


 


WHEREAS,
Distributor further represents that it will invest at its cost and expense in establishing the necessary distribution and support networks
for the commercialization of the PressureSafe Solution, in consideration of which the Company is agreeable to grant to the Distributor
the distribution right and license as herein provided,


 


WHEREAS,
in furtherance thereof, Distributor and IR-Med desire to enter into an agreement whereby Distributor will be the exclusive sales representative
of the PressureSafe Solution throughout the United States, subject to the terms and milestones as set forth in this Agreement.


 


NOW
THEREFORE, in consideration of the above recitals and in consideration of the mutual agreements and undertakings set forth below,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENT



 


	1.	Grant
                                            of Right. (i) Subject to the terms and conditions of this Agreement, IR-Med grants to
                                            Distributor, and Distributor hereby accepts, an exclusive right to promote, market and sell
                                            the PressureSafe Solution, including the associated Disposables and access to the
                                            Software modules, as those terms are defined in and as further specified in Appendix A,
                                            including any future product developed and marketed by the Company that is intended to be
                                            used in the diagnosis of pressure injuries on the skin surface (collectively, the “Products”),
                                            in the United States (the “Territory”) during the term of this Agreement. The
                                            term Products shall include and refer to any upgraded or enhanced version of the PressureSafe
                                            Solution including, without limitation, any ‘homecare’ version that the Company
                                            may then market.



 




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In
connection with the above rights, IR-Med hereby grants to the Distributor an exclusive royalty bearing license, with the right to sublicense,
to demonstrate the Software (as defined in Appendix A) solely for the purpose of promotion, marketing, sale and distribution of
the Products. Such license shall be sub-licensable solely to permitted sub-distributors as set forth below.


 


With
“exclusive” meaning that IR-Med will not sell in the Territory any of its Products during the term of this Agreement and
Distributor will in turn not market and/or sell any competing products in the Territory. (ii) IR-Med and Distributor acknowledge and
agree that in order for the Product’s commercialization efforts to succeed, Distributor will be appointing through the continental
United States sub-distributors with access to distribution networks to Medical Care Centers in their respective areas within the Territory.
Accordingly, Distributor may, subject to the terms hereof, appoint sub-distributors to promote and sell the Products on behalf of Distributor
within the Territory, provided, that the Company shall have been given written notice of such impending appointment and then the Company
shall have fourteen(14) business days to reject such appointment based on reasonable commercial grounds. Distributor will obligate in
writing its sub-distributors to adhere to the terms applicable to Distributor and will establish reasonable monitoring processes and
safeguards to ensure compliance. Nonetheless, Distributor shall be liable for any breach of such sub-distributor any applicable rule
and regulation relating to the marketing and distribution of the Products.


 


At
its sole discretion, IR-MED is entitled to appoint additional sub-distributors who will work under the Distributor, with the prior coordination
and approval of the Distributor, as to the sub-distributor and related conditions (such as the sub-distributor’s territory and
the commission). The Distributor will work in a good faith with IR-MED to add the additional sub-distributors.


 


(ii)
Termination of Exclusivity. (A) Notwithstanding the foregoing, in the event that for whatever reason the Distributor does not
satisfy the annual minimum purchase requirements of the Products set forth in Appendix B, then so long as the Distributor shall
remit to IR-Med the annual licensing fee then due as set forth in Appendix A and the Distributor is in compliance with the other
provisions of this Agreement, then except as herein provided, upon written notice provided by IR-Med to the Distributor (the “Exclusivity
Termination Notice”) the exclusivity provision in this Agreement shall without any further action on the part of any of the parties
immediately terminate and be of no further force and effect and the rights to the Distributor hereunder shall be deemed to be on a non-exclusive
basis and the Agreement shall be deemed to have been automatically adjusted accordingly; provided, that, with respect any
customer (end user) or subdistributor of the Distributor, the exclusivity provision of this Agreement shall continue in full force who
purchased from the Distributor Products at the invoiced price in the aggregate amount of at least $[***]during
the (12) months preceding the delivery of the Exclusivity Termination Notice or $[***]
in the twenty-four month period preceding the delivery of the Exclusivity Termination Notice and, with respect to a customer (end user),
who continues to purchase from the Distributor Products at an total invoiced price in the aggregate amount of at least $[***]during
each 12 month period and, with respect to a subdistributor of a Distributor, the subdistributor continues to purchase from the Distributor
Products during each 12 month period in an amount above the immediately preceding year by a factor of [***]%
(in each such case, the “Distributor’s Exclusive Customer/Sub-distributor”), provided, further, that,
the aggregate amount of the Distributor’s purchased amount from the Company during any 12 month period shall always exceed by a
factor of [***]% such amount in the previous 12 months in order to maintain the exclusivity
with respect to all customers and subdistributors, the failure of which, for whatever reason, shall entitle the Company to terminate
the Agreement


 




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Notwithstanding
the foregoing, following the delivery of the Exclusivity Termination Notice until such time as IR-Med shall have entered into a distribution
or similar agreement with a third party respecting exclusive distribution rights in the Territory or any part thereof (such agreement
being the “Subsequent Exclusive Distribution Agreement”), the Distributor shall have exclusive distribution rights with respect
to any new customer (end user) or sub-distributor to whom the Distributor shall have sold Products at the invoiced price in the
aggregate amount of at least $[***]during the earlier of (i) the preceding
12 months or (ii) the date on which the subsequent exclusive agreement is entered into, and such exclusivity shall continue, with respect
to such customer (end user) or sub-distributor so long as such customer or sub-distributor shall continue to purchase from the Distributor
Products at the invoiced price in the aggregate amount of $[***]during each 12 month
period and, with respect to a subdistributor of the Distributor and, with respect to a customer (end user), who continues to purchase
from the Distributor Products at an total invoiced price in the aggregate amount of at least $[***]during
each 12 month period and, with respect to a subdistributor of a Distributor, the subdistributor continues to purchase from the Distributor
Products during each 12 month period in an amount above the immediately preceding year by a factor of [***]%
(in each such case, the “Distributor’s Exclusive Customer/Sub-distributor”), provided, further, that,
the aggregate amount of the Distributor’s purchased amount from the Company during any 12 month period shall always exceed by a
factor of [***]% such amount in the previous 12 months in order to maintain the exclusivity
with respect to all customers and subdistributors, the failure of which, for whatever reason, shall entitle the Company to terminate
the Agreement.


 


To
the extent that in the Subsequent Exclusive Distribution Agreement there are terms or conditions more favorable to the distributor thereunder
than those terms and provisions applicable to the Distributor hereunder (such terms being the “Favorable terms”) , then without
any further action on the part of the Company or the Distributor the terms shall have the benefit of the Favorable Terms with respect
to the Distributor’s Exclusive Customer/Sub-distributors.


 


(B)
The Company and the Distributor agree that the marketing and distribution of Products to licensed hospitals in the Territory (in each
case, a “Hospital” and collectively, the “Hospitals”) is required (the “Company Hospital Policy”).
In case of any barrier in selling to the Hospitals, the Company and the Distributor will try to work together to find a solution.


 


Accordingly,
commencing as of the second year anniversary of the Reimbursement Approval (as defined in Appendix B below) and so long as the
Company shall then have in effect a Company Hospital Policy, the Distributor shall sell to one or more Hospitals, an amount equal to,
in each year, at least [***]% of the minimum amount of PressureSafe devices
and Disposables that the Distributor is required to purchase from the Company during such year as provided in Appendix B. If for
whatever reason, the Distributor fails to comply with this provision in respect of any 12 month period, then at the Company’s option
and upon delivery to the Distributor of the Exclusivity Termination Notice, the exclusivity provisions with respect to Hospitals in the
Territory shall be terminated, effective upon the date specified in the Exclusivity Termination Notice; provided, that, any such termination
of exclusivity by the Company shall not affect the continued exclusivity that the Distributor shall have with respect to Nursery-Homes
and Homecare in the Territory so long as the Distributor complies with the minimum amount of PressureSafe devices and Disposables
that the Distributor is required to purchase from the Company during such year as provided in Appendix B.


 






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                                                                                2.
	Sale
                                            of Product to Distributor. IR-Med will sell to the Distributor the Products and license
                                            the Software component on the terms and conditions specified in Appendix A and Appendix
                                            B, which terms and conditions may be updated from time to time as deemed relevant by
                                            the Parties. Distributor may purchase and shall take delivery of ordered Products from IR-Med,
                                            and IR-Med will be responsible to design, develop, and manufacture the Products and will
                                            use reasonable efforts to deliver to Distributor the volumes and versions of Products ordered
                                            by Distributor, for resale on an exclusive basis in the Territory under IR-Med’s brand
                                            name. All Product purchases hereunder shall be accompanied by a legally binding purchase
                                            order (the “Product Purchase Order”) in form and substance acceptable to IR-Med.



 


So
long as this Agreement is in effect, IR-Med shall notify Distributor of any leads or inquiries that it receives from parties expressing
interest in purchasing or having a demonstration of the Products, in accordance with a process to be mutually agreed by the Parties.


 


	3.	Undertakings
                                            of IR-Med and Distributor.



 


		3.1.	IR-Med
                                            will be responsible for all aspects of the Products other than out of pocket marketing expenses
                                            and sales, including, without limitation, the design, manufacture, assembly, and delivery
                                            of Products to Distributor. 



 


IR-Med
will provide Distributor, at no cost to Distributor, all technical assistance, and training materials as may be reasonably requested
to perform its obligations under this Agreement.


 


		3.2.	IR-Med
                                            will, at IR-Med’s expense, provide, prepare and deliver to Distributor existing supportive
                                            promotional and marketing materials pertaining to the Products and, , shall prepare and deliver
                                            additional promotional and marketing materials as may be reasonably requested by Distributor
                                            for distribution to prospective purchasers of the Products. All product delivery terms will
                                            be on terms agreeable to the parties.



 


		3.3.	Prior
                                            to any activities being undertaken hereunder, the appropriate personnel of IR-Med will, at
                                            the Company’s expense, travel to the U.S. and train Distributor personnel in all aspects
                                            of the Products, as deemed necessary by the Company.



 


		3.4.	The
                                            Distributor shall be solely responsible for the distribution, marketing and sales of the
                                            Products in the Territory and shall undertake all commercially reasonable efforts to establish
                                            by not later than the Commercial Launch Date (as defined below) a commercially reasonable
                                            distribution and sales network for the Products. In furtherance thereof, within 90 days following
                                            the execution of this Agreement, Distributor shall present a reasonably detailed written
                                            work plan for the initial three years to include specific plans to satisfy milestones and
                                            responsibilities as set forth on Appendix B (each a “Milestone” and collectively,
                                            the “Milestones”). The Milestone are divided into time periods in which the Distributor’s
                                            undertakings and commitments are expressly set forth covering the following time periods:
                                            (i) immediately following execution of this Agreement, (ii) the date on which the Company
                                            shall advise the Distributor that it has received all regulatory and other clearance required
                                            to launch the commercialization of the Product (the “Commercial Launch Date”)
                                            , (iii) the date on which the Company shall advise the Distributor that the Product has been
                                            cleared for insurance reimbursement by Medicare and Medicaid (the “Insurance Reimbursement
                                            Date”), and (iv) the date on which the Company shall advise the Distributor that the
                                            U.S. National Pressure Injury Advisory Panel (NPIAP) has updated its guidelines to recommend
                                            the use of technologies and devices such as the Product to be used as a decision support
                                            tool for PI checking (the “NPIAP Guidelines Date”). The Distributor acknowledges
                                            and agrees that these Milestones are critical to the success of the Product commercialization
                                            efforts in the Territory and Distributor’s failure to satisfy in a timely manner any
                                            Milestone shall authorize the Company to terminate the Agreement as herein provided.



 




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The
Milestones may be modified from time to time as the circumstances warrant subject to a mutually agreeable written amendment to the work
plan executed by both the Distributor and the Company.


 


		3.5.	Distributor
                                            shall provide IR-Med with a quarterly report, due within 10 days of the end of each quarter,
                                            which will include at a minimum the following:



 


		(i)	the
                                            identity, address and other identifying and pertinent details of each customer or prospective
                                            customer approached with respect to the Products;



 


		(ii)	the
                                            amounts purchased by such customer during the quarter;



 


		(iii)	the
                                            price per each component of the Product charged by the Distributor and paid by such customer;
                                            



 


		(iv)	complaints
                                            received from customers relating to the Products or its functionality described in reasonable
                                            detail; and 



 


		(v)	the
                                            progress made by Distributor in meeting the next scheduled Milestone; 



 


provided,
that, notwithstanding the foregoing, any change to the price per unit charged by the Distributor to the customer with respect to each
component of the Products shall be immediately notified in writing to IR-Med by not later than the second business day following the
implementation of such price increase.


 


		3.6.	IR-Med
                                            agrees that so long as this Agreement is in effect, IR-Med will not initiate any direct communication
                                            with any such customer and will not, directly or indirectly, attempt to initiate contact
                                            or otherwise circumvent Distributor in regard to such customer with respect to the commercialization
                                            of the Productor any other product that IR-Med intends to distribute in the area of pressure
                                            injuries. 



 


		3.7.	At
                                            all times Distributor shall maintain in inventory of sufficient Products to meet the reasonably
                                            foreseeable demand for the Products and Disposables. IR-Med will use commercially reasonable
                                            efforts to comply with and respond to all Product purchase orders submitted by Distributor
                                            or Distributor’s sub-distributors. IR-Med and Distributor shall periodically establish
                                            minimum quotes of inventory so as to avoid any inventory shortfall. The terms relating to
                                            the submission of minimum purchase orders by the Distributor are specified in Appendix
                                            C hereof (the “Distributor Purchase Order Procedures”). 



 


		3.8.	Defective
                                            Products. Distributor shall process and return any defective Products to IR-Med for credit
                                            or replacement. Should the Product in question be defective and under Warranty as herein
                                            provided, then all expenses related to its return and replacement shall be borne by IR-MED.
                                            After the warranty period the Distributer shall be responsible for all such expenses. 



 


		3.9.	Alteration
                                            of Products. Distributor shall not alter the Products or any Product packaging or labelling
                                            except with the prior written consent of IR-Med. 



 






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		3.10.	Forecasts.
                                            Distributor agrees to provide IR-Med with a non-binding twelve (12) month forecast indicating
                                            Distributors’ projected purchase of Products for the Territory. Such forecast shall
                                            be updated by Distributor on a rolling quarterly basis for each succeeding twelve (12) month
                                            period, and each updated forecast must be received by IR-Med no later than thirty (30) days
                                            prior to the first day of the period to which it relates. Such forecasts by Distributor shall
                                            be used for the purposes of facilitating IR-Med and its suppliers’ planning to meet
                                            production and delivery times for the Products, and shall not constitute binding commitments
                                            to purchase upon Distributor. Distributor will use its best efforts to notify IR-Med promptly
                                            of any changes in its forecast. The initial 12 month forecast shall be submitted by the Distributor
                                            within 90 days of the Effective Date.



 


		3.11.	Appointment
                                            of Sub-Distributors. As noted, IR-Med and the Distributor acknowledge and agree that
                                            the appointment by Distributors of sub-distributors within the Territory is integral to the
                                            success of the commercialization efforts that is the subject of this Agreement. Accordingly,
                                            the parties agree to the following



 


		(i)	Prior
                                            to appointment of a sub-distributor, the Distributor shall identify in writing to IR-Med
                                            the identity and other relevant details as to such proposed sub-distributor. This information
                                            will be used by IR-Med solely for the purposes of monitoring the distribution of the Products
                                            within the Territory.



 


		(ii)	IR-Med
                                            agrees that so long as this Agreement is in effect, will not initiate any direct communication
                                            with any such sub-distributor and will not, directly or indirectly, attempt to initiate contact
                                            or otherwise circumvent Distributor in regards to such sub-distributor with respect to the
                                            commercialization of the Product or any other product that IR-Med intends to distribute.
                                            



 


		3.12.	Notice
                                            of Intellectual Property Infringement. Distributor shall promptly notify IR-Med in writing
                                            of any patent, copyright infringement or unauthorized use of IR-Med’s trade secrets
                                            in the Territory of which Distributor has become aware. IR-Med reserves the right in its
                                            sole discretion to institute any proceedings against such third-party infringers in its name
                                            and on its behalf and on behalf of the Distributor. Distributor shall cooperate fully with
                                            IR-Med in any legal action taken by IR-Med against such third parties, provided that IR-Med
                                            shall pay all expenses of such action and all damages relating to damage suffered by IR-Med
                                            which may be awarded upon in settlement of such action shall accrue to IR-Med. At the request
                                            of the Distributor, IR-Med and the Distributor shall enter into good faith negotiations relating
                                            to portion to the damages awarded to IR-Med, if any, which should be remitted to the Distributor
                                            to mitigate the actual damages, of any, that the Distributor may have incurred as a result
                                            of such infringement.



 


		3.13.	Compliance
                                            with Laws of the Territory. Upon knowledge, Distributor will do its commercial reasonable
                                            efforts to inform IR-Med of any legal requirements in the Territory that may affect the use
                                            or distribution of the Products, marketing materials or Product packaging and labelling.
                                            In all circumstances, the Distributor shall comply with all pertinent regulations and law
                                            in the applicable jurisdiction in the Territory.



 


		3.14.	Insurance.
                                            At all times following the Commercial Launch Date, IR - Med will have in place one or
                                            more policies of product liability and other insurance in amounts typical and appropriate
                                            for the relevant industry. The Distributor shall implement one or more insurance policies
                                            covering the marketing and distribution of the Products and the Distributor shall be named
                                            as an additional beneficiary under any such policy or otherwise as necessary such that the
                                            Distributor shall be covered by such policy to the same extent and coverage as provided to
                                            the Company.



 






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		3.15.	Adverse
                                            Reactions. In the event that either party receives any complaint regarding the Product,
                                            it shall notify the other party immediately after becoming aware of it. Distributor will
                                            make an assessment of each complaint it receives, provide IR-Med with these complaint assessments
                                            and will coordinate all follow-up and customer communication that it deems appropriate. 



 


In
the event that any customer of Distributor rejects or returns a Product to Distributor as a result of a Product performance problem,
Distributor shall immediately so notify IR-Med and confirm in writing. If the reason for such performance problem is reasonably determined
to be failure of the Product to meet its specifications, and the Product is still under Warranty then IR-Med will replace, at its sole
expense, the non-conforming Product which Distributor elects to so replace. In such case, IR-Med will pay all shipping and handling costs
of Distributor relating to the handling, replacement and return of the rejected Product. After the Warranty Period the Distributer shall
be responsible for all such expenses.


 


		3.16.	Warranty.
                                            IR-MED warrants that each Product purchased will be free from material defects in workmanship
                                            and materials for a period of eighteen (18) months (“Warranty Period”) from the
                                            date of its initial shipment to the Distributor. The Company’s obligations under this
                                            warranty are limited to repair or replacement, at Company’s option and election, of
                                            any warranted product. Repair or replacement of Products under this limited warranty does
                                            not extend the Warranty Period but shall be covered to the extent of the unexpired term of
                                            the applicable warranty period. 



 


	 	3.17	Composition
                                            of the Distributor. Mr. Shlomie Bierman shall be appointed to the board of directors or other
                                            governing body of the Distributor and shall have legal authority to bind the Company. Mr.
                                            Bierman shall execute the Agreement on behalf of the Distributor.





 


	4.	Steering
                                            Committee. Promptly following the Effective Date, the Parties shall establish a committee
                                            composed of two (2) representatives of each of IR-Med and Distributor, who may be re-designated
                                            from time to time upon notice to the other Party (the: Steering Committee”). The Steering
                                            Committee is established to oversee the Parties’ performance under this Agreement consistent
                                            with the intent and scope of the Agreement, and resolve disputes arising from performance,
                                            consistent with such intent and scope, as set forth in the Appendices attached to this Agreement.
                                            The Steering Committee shall meet at least once per quarter (in person or via teleconference)
                                            during the Term of this Agreement. 



 


	5.	Resale
                                            Prices. Distributor may offer the Products in the Territory at such prices as Distributor,
                                            in its sole discretion, shall determine. IR-Med shall be apprised in writing of all such
                                            prices. 



 


	6.	Adoption
                                            of the Products. Distributor shall be solely responsible for marketing and distributing
                                            the Products to the Customers and to provide the support necessary to assist customers’
                                            adoption of the Product and Disposables and utilization of the Software. In particular, Distributor
                                            will develop at its own cost a clinical field organization for Customer training, education
                                            and system use with the goal of executing such adoption plan, maturing the Products value
                                            proposition and driving customer usage of Disposables. Initially, following the execution
                                            of this Agreement, the Distributor shall present to IR Med a written proposal to accomplish
                                            these objectives. Once additional Software modules are ready for commercial use, Distributor
                                            shall provide Company with a revised written proposal to market same.



 






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	7.	Installation,
                                            Service, Warranty. 



 





		7.1.	Distributor
                                            will install, warrant, service and support the Products (excluding repairs – those
                                            shall be performed by IR-Med), for its own account and at its risk and directly to the customers
                                            at Distributor’s expense. As between the Parties, Distributor will have the sole right
                                            and responsibility for: 



 


		7.1.1.	Managing
                                            customer acceptance,



 


		7.1.2.	Preventative
                                            and corrective maintenance, including corrective action requests,



 


		7.1.3.	Monitoring
                                            quality performance, and



 


		7.1.4.	Providing
                                            at least one training session of Product training for the Distributor’s employees,
                                            consultant and sub-distributors per quarter.



 


		7.1.5.	It
                                            is  the sole responsibility of Distributor
                                            to provide customer service to persons or entities purchasing the Products. Distributor will
                                            bear full responsibility for all customer service, including without limitation, order processing,
                                            billing, fulfillment, shipment, collection and other customer service related tasks, and
                                            IR-Med will have no obligations whatsoever with respect thereto. Distributor will receive
                                            all emails from customers via a computer available to Distributor’s customer service staff
                                            and generally respond to such emails within three (3) days from receipt. Distributor will
                                            receive all orders electronically and generally process all orders within three (3) days
                                            from receipt. Distributor will use commercially reasonable efforts to receive, process, fulfill
                                            and deliver all orders of Products and related services on a timely and professional basis.
                                            Distributor will bear all responsibility for compliance with federal, state and local laws.
                                            Payment for such services will be collected by Distributor directly from customers. IR-Med
                                            shall be allowed to audit the customer service provisions as needed. At all times,
                                            IR-Med shall continue to bear sole responsibility for the design and of the Product, including
                                            systems and product upgrades, all of which will be shared with the Distributor. Notwithstanding
                                            the foregoing, IR-Med shall be solely responsible for all matters relating to the digital
                                            storage and maintenance of the Software component of the Product.



 


		7.1.6.	Distributor
                                            shall set up service centers to implement the foregoing distribution related activities.
                                            All such service centers shall be managed and overseen by qualified Distributor’s personnel
                                            who are acceptable to IR-Med (in IR-Med’s sole discretion exercised on a commercially
                                            reasonable basis). IR-Med shall have discretion as to the makeup of these services centers
                                            and whether they are to be virtual or physically existing. Distributor acknowledges and agrees
                                            that the appropriate, timely and adequate response to customers’ inquiries or service
                                            assistance is of paramount importance to IR-Med.



 


		7.1.7.	Maintaining
                                            Field Data: Distributor shall maintain a database of all the Products shipped to end
                                            customers with details per Device and Disposables, including, the end customer contact details,
                                            serial number of the Device, date shipped to end customer. In case of a production defect
                                            , the Distributor should be able to collect Devices from end customers according to a list
                                            of serial numbers provided by the Company.



 


	8.	Audit.



 


		8.1.	Distributor
                                            shall keep accurate books and records of Distributor’s net sales of the Products, and
                                            shall not destroy such books and records for a period of one (1) year following the termination
                                            of this Agreement. 



 






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		8.2.	IR-Med
                                            shall have the right at its own expense, after thirty (30) days advance written notice to
                                            Distributor, to perform or have performed an audit of Distributor’s books and records
                                            related to this Agreement. IR-Med or its appointee shall have access to Distributor’s
                                            books and records during reasonable business hours for the sole purposes of auditing the
                                            reports (and supporting books and records) and verifying the amounts payable as provided
                                            for in this Agreement. Distributor shall promptly pay to IR-Med all underpayments disclosed
                                            by an audit. Although the fees and expenses of such inspection/audit shall initially be borne
                                            by IR-Med, if an underpayment of amounts due to IR-Med under this Agreement of more than
                                            five (5%) of the aggregate amount due to IR-Med hereunder is discovered, then such fees and
                                            expenses shall be borne by Distributor, and Distributor shall promptly pay IR-Med any such
                                            delinquent amounts with interest thereon at the prime rate reported by the Bank of America,
                                            computed from the date such amounts were due until the date Distributor pays such royalty
                                            amounts. 



 


	9.	Intellectual
                                            Property.



 


		9.1.	Intellectual
                                            Property Rights. Except as provided herein, IR-Med shall retain sole ownership of, and
                                            all rights to, any intellectual property of any kind underlying the Products, the Disposables
                                            and the Software and any suggestions, ideas, enhancement
                                            requests, feedback, recommendations or other information provided by Distributor or any other
                                            party (collectively, the “Feedback”). Without limiting the generality
                                            of the foregoing, Distributor agrees that its provision of Feedback does not give it any
                                            intellectual property or any other right, title, or interest in or to software, inventions,
                                            or other assets created by IR Med, even if such Feedback leads IR Med to create the software,
                                            invention, or other asset.



 


		9.2.	Distributor
                                            agrees not to decompile, dis-assemble, or in any other way reverse engineer computer hardware
                                            and/or software incorporated in the Product. The Distributor shall establish and enforce
                                            commercially reasonable safeguards to prevent such activities by any of its employees, consultants
                                            and/or sub-distributors.



 


	10.	Confidential
                                            Information. 



 


		10.1.	Any
                                            non-public, proprietary information disclosed by one party to the other shall constitute
                                            confidential information (“Confidential Information”). Neither party will
                                            disclose or disseminate either any of the other party’s Confidential Information without
                                            the prior written consent of the other party. Each party acknowledges that any unauthorized
                                            use, misappropriation or disclosure of the other party’s Confidential Information will
                                            cause irreparable harm and will entitle such other party to injunctive relief, as well as
                                            any other available remedy at law or in equity. 



 


		10.2.	Confidential
                                            Information shall not include any information which is (a) in the public domain or becomes
                                            public knowledge, through no fault or breach by the recipient; (b) obtained from a third
                                            party lawfully in possession of such information, other than by breach of an obligation of
                                            confidentiality; (c) previously known or independently developed by the recipient; (d) released
                                            for disclosure by either party; or (e) required by court order, law or regulation to be disclosed,
                                            but only to the extent and for the purposes of the required disclosure. 



 


The
receiving party agrees that it will (i) hold in confidence and not disclose to any third-party, other than its representatives, any Confidential
Information of the disclosing party; (ii) protect such Confidential Information with at least the same degree of care that receiving
party uses to protect its own Confidential Information, but in no case, less than a reasonable degree of care; (iii) use the Disclosing
Party’s Confidential Information for no purpose other than the purposes specified in this Agreement; (iv) limit access to the disclosing
party’s Confidential Information to its representatives reasonably having a need to know such Confidential Information; (v) promptly
notify the disclosing party upon discovery of any loss or unauthorized disclosure of the disclosing party’s Confidential Information.


 









    	9



    	 



    

 


	11.	Regulatory
                                            Compliance



 


		11.1	Both
                                            Parties will at all times comply with all laws, rules, regulations and ordinances applicable
                                            to the Agreement, including but not limited to all applicable anti trust laws, fair labor,
                                            equal opportunity and environmental compliance laws, and import and export rules, regulations
                                            and ordinances. Either Party will furnish to the other Party any information required to
                                            enable it to comply with such laws, rules, and regulations. If the Products and/or Services
                                            are sold by Distributor under U.S. federal contract or subcontract, all applicable procurement
                                            regulations required by federal statute or regulation to be inserted in contracts or subcontracts
                                            are hereby incorporated by reference.
	 	 	 
	 	11.2.
                                            	Personal
                                            data. If a Party receives or has access to personal data, as defined in any applicable personal
                                            data protection legislation or similar law or regulation (“Personal Data”), in
                                            the performance of this Agreement, then that Party will



 


		a)	not
                                            use or further disclose Personal Data other than as permitted by this Agreement or required
                                            by law;
		b)	use
                                            appropriate safeguards to prevent the use or disclosure of the Personal Data other than as
                                            permitted by this Agreement, and
		c)	implement
                                            administrative, physical, and technical safeguards that reasonably and appropriately protect
                                            the Personal Data against unauthorized or unlawful processing of the Personal Data.



 


To
the extent that either Party uses an authorized subcontractor with access to the Personal Data, such Party will obtain subcontractor’s
written agreement to this provision. Both Parties will comply with the applicable data protection legislation and all further reasonable
instructions provided by the other Party with regard to the processing and protection of the Personal Data. Either Party will use reasonable
efforts to mitigate any harmful effect that is known to it of its use or disclosure of Personal Data in violation of the law or this
Agreement. The Parties will, upon the termination of this Agreement, return to the other Party or securely destroy all records or documents
containing the Personal Data. The Parties will remain bound by the provisions of this Section with respect to any Personal Data that
remain in its possession.


 


Insofar
images or other health related records that will be provided by a Party to the other Party under this Agreement contain Personal Data
or references thereto, the first party will ensure that all such Personal Data and references are removed or made illegible or inaccessible
prior to the disclosure to the receiving party. Where the Personal Data cannot be removed, or be made illegible or inaccessible, but
it cannot be avoided to share this Personal Data with the other Party, the transferring Party warrants that it has obtained the explicit
consent of the data subject concerned with regard to the disclosure of the Personal Data or reference thereto to the other Party as well
as the use of those Personal Data or references thereto by the other Party for business, research and marketing purpose


 





	 	11.3	In
    connection with providing services hereunder, either Party may disclose to the other Party individually identifiable health information
    (“PHI”) as defined in and subject to protection under the Health Insurance Portability and Accountability Act of 1996
    and the regulations promulgated pursuant thereto (“HIPAA”). The customers include “Covered Entities,” which
    are subject to HIPAA. This paragraph is to allow customers to comply with HIPAA. “PHI” and “ePHI” will mean
    Protected Health Information and Electronic Protected Health Information, respectively, as defined in 45 C.F.R. §160.103,
    limited to the information the other Party received from or created or received on behalf of a Party. The parties shall share information
    only to the extent permitted under HIPAA.



 






    	10



    	 



    

 





	 	11.4	Distributor
                                            and IR Med agree that: (1) The receiving Party will not use or further disclose PHI other
                                            than as permitted by this Agreement or required by law; (2) the receiving Party will use
                                            appropriate safeguards to prevent the use or disclosure of the PHI other than as permitted
                                            by this Agreement, and will implement administrative, physical, and technical safeguards
                                            that reasonably and appropriately protect the confidentiality, integrity, and availability
                                            of ePHI (“Safeguards”); (3) the receiving Party will report to the transferring
                                            Party: (a) any use or disclosure of the PHI not permitted by this Agreement or by law of
                                            which the receiving Party becomes aware; and (b) any Security Incident (as defined by law)
                                            of which the receiving Party becomes aware; (4) To the extent that the receiving Party uses
                                            one or more subcontractors or agents to provide services under this Agreement, and such subcontractors
                                            or agents receive or have access to the PHI, each such subcontractor or agent will: (a) enter
                                            into a written agreement with the receiving Party containing the same restrictions and conditions
                                            set forth in the business associate provisions of HIPAA that apply through the receiving
                                            Party; and (b) implement reasonable and appropriate Safeguards to protect ePHI; (5) the receiving
                                            Party agrees to make (a) its internal practices, books and records relating to the use and
                                            disclosure of PHI and (b) its policies, procedures and documentation required by the Security
                                            Rule relating to the Safeguards, available to the Secretary of the U.S. Department of Health
                                            and Human Services or his designee to the extent necessary to determine the receiving Party’s
                                            compliance with HIPAA; (6) the receiving Party agrees to make available to the other Party
                                            (or at its direction to a Customer) the information in its possession required to provide
                                            an accounting of the receiving Party’s disclosures of PHI as required by HIPAA (7)
                                            the receiving Party will use reasonable commercial efforts to mitigate any harmful effect
                                            that is known to the receiving Party of a use or disclosure of PHI by the receiving Party
                                            in violation of this Agreement; and (8) Upon the termination of this Agreement for any reason,
                                            the receiving Party will return to the transferring Party (or at its direction to a Customer)
                                            or destroy all PHI received from the transferring Party or a Customer that the receiving
                                            Party maintains in any form, recorded on any medium, or stored in any storage system, unless
                                            said information is no longer PHI or if the return or destruction is not feasible. Following
                                            termination of this Agreement, the receiving Party will remain bound by the provisions of
                                            this Paragraph with respect to any PHI that remains in its possession





 


	12.	Representations
                                            and Warranties and Undertaking of the Parties. 



 


		12.1.	Representations
                                            and Warranties of Distributor. Distributor hereby
                                            represents and warrants to IR-Med that, as of the Effective Date: (a) it has the full corporate
                                            right, power, and authority to enter into this Agreement and perform the acts required of
                                            it hereunder; (b) its execution and delivery of this Agreement, and its performance of its
                                            obligations and duties hereunder, do not and will not violate any agreement to which it is
                                            a party or by which it is otherwise bound; and (c) when executed and delivered by it, this
                                            Agreement will constitute a legal, valid and binding obligation of it, enforceable against
                                            it in accordance with its terms. Any warranty for the Products shall run directly from Distributor
                                            to the customer, and pursuant to the warranty the customer shall return any allegedly defective
                                            Products to Distributor. 



 


		12.2.	Representations
                                            and Warranties of IR-Med.
                                            IR-Med hereby represents and warrants to Distributor that, as of the Effective Date: (a)
                                            it has the full corporate right, power, and authority to enter into this Agreement; (b) its
                                            execution and delivery of this Agreement, and its performance of its obligations and duties
                                            hereunder, do not and will not violate any agreement to which it is a party or by which it
                                            is otherwise bound; and (c) when executed and delivered by it, this Agreement will constitute
                                            a legal, valid and binding obligation of it, enforceable against it in accordance with its
                                            terms. IR-Med shall be responsible to obtain all regulatory authorizations and insurance
                                            reimbursements. 



 




    	11



    	 



    

 


		12.3.	Non-compete.
                                            Distributor shall not hire any sales representative or represent, promote or otherwise try
                                            to sell any lines or products that, compete with the Products covered by this Agreement.
                                            Such non-compete shall survive for a three-year period following termination of this Agreement
                                            for any reason.



 


IR-Med
shall not hire any sales representative or represent, promote or otherwise try to sell any lines or products that, compete with the Products
covered by this Agreement. Such non-compete shall survive for as long as this Agreement is in force.


 





	 	12.4	Distributor
                                            Undertaking. In the event Distributor receives a bona fide offer for all or part of its business
                                            from any third party, during the term of this Agreement, the Distributor shall promptly notify
                                            in writing the Company of such offer and include the relevant terms thereof (the “Distributor’s
                                            Notice”). IR-Med shall have the right of first refusal to purchase the business of
                                            the Distributor and shall notify Distributor of its intention to proceed with a due diligence
                                            on Distributors’ business and eventually match the purchase offer of such third party
                                            within fifteen (15) days from the date it receives the Distributor’s Notice. The closing
                                            of exercise of the Company’s option shall be completed not later than 60 days following
                                            receipt of the Distributor’s Notice. In the event that the Company elects to not
                                            exercise the option hereunder by written response to the Distributor, then the Distributor
                                            shall close the transaction with the intended party within 90 days of the Company’s
                                            written notice of its determination to not exercise the option.





 


	13.	Indemnification
                                            and Limitation of Liability 



 


		13.1.	Mutual
                                            Indemnity.  Each party agrees to indemnify,
                                            defend and hold harmless the other party and its officers, directors, employees and agents
                                            from and against any and all losses, liabilities, claims, obligations, costs, expenses (including,
                                            without limitation, reasonable attorneys’ fees) which result from, arise in connection
                                            with or are related in any way to claims by third parties arising out of or in connection
                                            with (a) the indemnifying party’s breach in any material respect of any of such party’s
                                            obligations representation or warranty under this Agreement; (b) the indemnifying party’s
                                            gross negligence or willful misconduct in the performance of its obligations under this Agreement;
                                            and (c) any violations of applicable laws or regulations by the indemnifying party.



 


		13.2.	No
                                            Other Liability. NOTWITHSTANDING ANYTHING TO THE
                                            CONTRARY HEREIN, NEITHER PARTY NOR ITS AGENT(S), REPRESENTATIVE(S) OR EMPLOYEE(S) SHALL BE
                                            LIABLE TO THE OTHER PURSUANT TO THIS AGREEMENT FOR AMOUNTS REPRESENTING LOSS OF REVENUES,
                                            LOSS OF PROFITS, LOSS OF BUSINESS OR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES
                                            OF THE OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF THE OTHER PARTY
                                            HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES..



 


	14.	Term;
                                            Termination and Effects of Terminations. 



 


		14.1.	Term.
                                            This Agreement will commence on the Effective Date and, unless earlier terminated as
                                            herein provided, will remain in force through the thirteenth anniversary of the Commercial
                                            Launch Date (the “Term”), provided, that, if the Distributor is
                                            then in compliance with the terms of this Agreement that are applicable to it, then commencing
                                            the six (6) months preceding the expiration of each of the third and eight year of the Term,
                                            the parties shall enter into good faith negotiations respecting the review and/or re-pricing
                                            of the Products as set forth in Appendix A and the adjustment of the minimum purchase
                                            quantities as set forth in Appendix B in light of then prevailing market conditions
                                            affecting the Products (hereinafter the “Pricing and Minimum Quantity Terms”)
                                            with respect to the subsequent five (5) year periods (each being a “Subsequent Period”)
                                            and conclude such negotiations no later than three (3) months preceding the expiration of
                                            each of the third and eight year of the Term respectively. In the event that the Company
                                            and the Distributor are not able for whatever reason to reach agreement as to the Pricing
                                            and Minimum Quantity Terms for the Subsequent Period, then the Pricing and Minimum Quantity
                                            Terms specified in Appendix B hereof shall continue in full force and effect with
                                            respect to the Subsequent Period. .



 




    	12



    	 



    

 


Termination
for Cause. Either party may immediately cancel this Agreement at any time if the other party
breaches any term hereof and fails to cure such breach within ninety (90) calendar days after notice of such breach (if such breach is
given to cure) or if the other party shall be or becomes insolvent, or if either party makes an assignment for the benefit of creditors,
or if there are instituted by or against either party proceedings in bankruptcy or under any insolvency or similar law or for reorganization,
receivership or dissolution. For avoidance of doubt, except as provided in Section 1(iii), (A) failure to make the payment referred in
Appendix A,  (B) comply with the Milestones as described in Appendix B or (C) comply with Distributor’s undertakings
under Section 1 (ii) above, shall constitute a breach of this Agreement if not rectified within ninety (90) days from notice provided
by IR-Med. 


 


		14.2.	Termination
                                            by IR-Med Upon Change in Control of Distributor. Notwithstanding the above, in the event
                                            of a Change of Control (as defined below) of Distributor, Distributor shall give notice to
                                            IR-Med within sixty (60) days before the occurrence of such Change of Control. If such change
                                            of control is not accepted by IR-Med, for commercially reasonable basis , IR-Med may terminate
                                            the Agreement upon written notice to the Distributor. For the purpose of this Section 14.3
                                            “Change of Control” shall mean: 



 


		(i)	The
                                            acquisition, directly or indirectly, by any individual or legal entity of at least fifty
                                            percent (50%) of the voting stock of Distributor or any individual or legal entity that control
                                            either party. 



 


		(ii)	A
                                            merger involving Distributor or a party which, directly or indirectly, controls or is controlled
                                            by or is under the same control as Distributor. For purposes of this Agreement, “control”
                                            meaning the ability to exercise or to procure the exercise, directly or indirectly, of at
                                            least fifty percent (50%) of the voting stock of a company. 



 


		14.3.	If
                                            at any time during the term of this Agreement IR-Med or its principal shareholders (i) receive
                                            a bona-fide unaffiliated third party offer to purchase the outstanding IR-Med capital shares
                                            or the business and all the assets relating to the Product, (ii) such offer is approved and
                                            accepted by the Company and its stockholders as required under law (the “Sale Transaction”)
                                            and (iii) the terms of such Sale Transaction do not include the continuation of this Agreement
                                            in accordance with its terms, then the Distributor shall be entitled to [***]percent
                                            ([***]%) of the Net Consideration received
                                            by IR-Med or its shareholders, as the case may be. 



 




    	13



    	 



    

 


(A)
As used herein, “purchase the outstanding IR-Med capital” –” shall mean


 


The
acquisition, directly or indirectly, by any individual or legal entity of at least fifty percent (50%) of the voting stock of IR-Med.


 


(B)
the consummation of any merger involving the Company in which, immediately after giving effect to such merger, less
than a majority of the total voting power of outstanding stock of the surviving or resulting entity is
then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) in the aggregate by the stockholders of the Company, as applicable, immediately prior to such
merger. For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall a transaction constitute
a “Company Change in Control” if: (w) its sole purpose is to change the state of the Company’s incorporation;
(x) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the
persons who held the Company’s securities immediately before such transaction; (y) it is effected primarily for
the purpose of financing the Company with cash (as determined by the Board without regard to whether
such transaction is effectuated by a merger, equity financing, or otherwise. 


 


(C)
As used herein, the term “Net Consideration” shall mean the aggregate consideration received by the Company in respect of
the Sale Transaction less any broker fees, professional services fees, or other compensation paid to third parties, taxes and other payments
required under law.


 


D)
The Distributor’s Share shall be payable on the sixth month anniversary of the closing of the Sale Transaction and only so long
as the Distributor and the Purchaser shall not have entered into an agreement for the distribution of the Products.


 


(E)
All determinations and calculation of the foregoing shall be made by the Company. In the event that Distributor disagrees with such determinations,
it shall so advise in writing IR-Med no more than fourteen (14) calendar days after its receipt of IR-Med’s determinations. The
Distributor and IR-Med shall attempt to amicably resolve any such dispute, if within 20 days thereof the matter has not been resolved,
the matter will be referred to by an independent accountant (the “Expert”) agreed to by the IR-Med and the Distributor and
in default of agreement upon such appointment, an Expert appointed by the President of the New York Institute of CPAs, New York county
Chapter, upon the request of any Party. The Expert will resolve or settle such matter or dispute in such matter as he/she shall in his/her
absolute discretion see fit. The Expert shall be requested to reach his/her decision within thirty (30) days of the matter being referred
to him/her. Any decision of the Expert shall be final and binding on the Parties. The cost of the Expert in settling or determining such
matter or dispute shall be borne equally by the Parties unless the Expert otherwise determines. Performance of this Agreement shall continue
during these proceedings.


 


	15.	Miscellaneous.
                                            



 


		15.1.	Assignment.
                                            Except as otherwise provided hereunder with respect to grant of sub-distribution or sub-license
                                            rights, Distributor may not assign, delegate, sublicense,
                                            pledge, or otherwise transfer any of its rights or obligations under this Agreement without
                                            the express written consent of the other party, which consent shall not be unreasonably withheld.
                                            Except as set forth in this Section 15, this Agreement will be binding upon and inure to
                                            the benefit of the parties hereto, and their employees, officers, directors, partners, and
                                            their successors, heirs and assigns.



 




    	14



    	 



    

 


		15.2.	Publicity.
                                            At its discretion, the Company shall be entitled to issue a press release to the public (and
                                            file any required disclosures with the U.S. Securities and Exchange Commission) as to the
                                            subject matter of this Agreement and to note in such press release that the Distributor includes
                                            persons and other entities who are active in the markets relating to senior care facilities,
                                            hospitals, home care centers, and hospital equipment distributors, among others. The press
                                            release shall be reviewed by the Distributor. 



 


		15.3.	Independent
                                            Contractors. The relationship of Distributor and
                                            IR-Med established by this Agreement is that of independent contractors, and nothing contained
                                            in this Agreement will be construed: (a) to give either party the power to direct and control
                                            the day-to-day activities of the other; (b) to constitute the parties as partners, joint
                                            venturers, co-owners or otherwise as participants in a joint or common undertaking; or (c)
                                            to allow either party to create or assume any obligation on behalf of the other for any purpose
                                            whatsoever. 



 


		15.4.	Severability.
                                            If one or more provisions of this Agreement are held to be unenforceable under applicable
                                            law: (a) such provision shall be excluded from this Agreement; (b) the balance of the Agreement
                                            shall be interpreted as if such provision were so excluded; and (c) the balance of the Agreement
                                            shall be enforceable in accordance with its terms.



 


		15.5.	Force
                                            Majeure. In
                                            the event performance of this Agreement,
                                            or any obligation hereunder, is either directly or indirectly prevented,
                                            restricted, or interfered with by reason f fire,
                                            flood, earthquake or
                                            like acts of God, wars,
                                            revolution, civil commotion,
                                            explosion, acts of public enemy,
                                            embargo, acts of the government in
                                            its sovereign capacity, labor difficulties,
                                            including without limitation, strikes,
                                            slowdowns, picketing, or boycotts,
                                            unavailability of equipment from vendor,
                                            changes requested by Customer, or any other
                                            circumstances beyond the reasonable control
                                            and without the fault or
                                            negligence of the Party affected,
                                            the Party affected, upon giving prompt notice
                                            to the other Party, shall be excused from such performance
                                            on a day-to-day basis to the extent of
                                            such prevention, restriction,
                                            or interference (and the other Party shall likewise
                                            be excused from performance of
                                            its obligations on a day-to-day basis until the
                                            delay, restriction or interference has ceased);
                                            provided however, that the Party so affected
                                            shall use diligent efforts to avoid or
                                            remove such causes of non-performance
                                            and both Parties shall proceed whenever
                                            such causes are removed or cease. . Any
                                            Party claiming a Force Majeure event shall use reasonable
                                            diligence to remove the condition that
                                            prevents performance and shall not be entitled to suspend performance of
                                            its obligations in any greater scope or
                                            for any longer duration than is required
                                            by the Force Majeure event. Each Party shall
                                            use its best efforts to mitigate the effects
                                            of such Force Majeure event, remedy its
                                            inability to perform, and resume full
                                            performance of its obligations hereunder.


 


		15.6.	Survival.
                                            Sections. 3.13, 7-11 , 12.3 and 15.10 shall survive the termination or expiration of this
                                            Agreement.



 


		15.7.	Titles
                                            and Subtitles. The titles and subtitles used in
                                            this Agreement are used for convenience only and are not to be considered in construing or
                                            interpreting this Agreement.



 


		15.8.	Counterparts.
                                            This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                            an original and all of which together shall constitute one instrument.



 






    	15



    	 



    

 


		15.9.	Entire
                                            Agreement; Enforcement of Rights. This Agreement
                                            sets forth the entire agreement and understanding of the parties relating to the subject
                                            matter herein all prior discussions between them. No modification, amendment, or any waiver
                                            of any rights under this Agreement shall be effective unless in writing signed by the party
                                            to be charged. The failure by either party to enforce any rights hereunder shall not be construed
                                            as a waiver of any rights of such party.



 


		15.10.	Governing
                                            Law and Forum. The validity, construction and enforceability of this Agreement shall
                                            be governed in all respects by the law of Nevada without reference to conflict of laws principles.
                                            With respect to any litigation arising out of or related to this Agreement, the parties agree
                                            that it shall be filed in and heard by the state and federal courts with jurisdiction to
                                            hear such suits located in New York County, New York. IR-Med and Distributor consent to personal
                                            jurisdiction of the state and federal courts of the State of New York and waive any objection
                                            to venue in any court located in the State of New York.



 


		15.11.	Notices
                                            and Other Communications. Notice by any party under
                                            this Agreement shall be in writing, addressed to the other party at its respective address
                                            given below (or at any such other address as may be communicated to the notifying party in
                                            writing), and (a) personally delivered, (b) given by registered mail, (c) delivered by overnight
                                            courier, or (d) sent via telecopy confirmed by registered mail, telefax or prepaid cable.
                                            Any notice delivered in accordance with this Section 12.8 shall be deemed to have been served
                                            when delivered or, if delivery is not accomplished by reason of some fault of the addressee,
                                            when tendered:



 


If
to IR-Med:


IR-Med,
Inc.


ZHR
Industrial Zone, P.O. Box 143,


20
Yahalom St.


Rosh
Pinna, 1210002, Israel


Attn:
Moshe Gerber, CEO


 


With
copies to David Aboudi


 


If
to Distributor:


 


PI
Prevention Care LLC


 


[Signature
Page to Follow]


 




    	16



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives as of the Effective Date.


 


	I.R
    Med Ltd.	 	PI
    Prevention Care LLC
	 	 	 
	By:
    	 	 	By:
    	                    
	Name: 
    	 	 	Name:
    	 
	Title:
    	 	 	Title:
    	 
	Date:
    	 	 	Date:
    	 



 




    	17



    	 



    

 


APPENDIX
A


 


PRODUCTS


 


The
PressureSafe Solution is comprised of the following:


 


(i_)
PressureSafe Device; — a handheld optical monitoring device that is being developed to support early detection of pressure
injuries (PI) to the skin and underlying tissue, primarily caused by prolonged pressure associated with bed confinement;


 


(ii)
Disposables –a disposable component, made of plastic polymer and meta, which will be attached to the tip of the device, where the
infra-red light source and light collector are located, which are intended to mounted on the PressureSafe scanner tip for taking measurements
by direct contact with the human skin 


 


(iii)
Software means the current generally available version of the online
platform accessible through or for the PressureSafe Device and any software from third
party licensors included therein , together with any related user manuals and
product documentation provided or made available (“Documentation”)..
The specific capabilities and functionality of the Software are detailed in the Documentation.


 


The
PressureSafe Solution will initially contain a Software component that will provide for the necessary operation and functionality
of identifying and addressing latent Pressure Injuries (the “Basic Solution”). From time to time, IR-Med may offer advanced
software based options and capabilities, including advanced monitoring of patients, online statistics used in treatment and other functionalities
(the “Advanced Solutions”)


 


The
term PressureSafe Solution shall include and refer to any upgraded or enhanced version of the PressureSafe Solution including,
without limitation, any ‘homecare’ version that the Company may then market.


 


Fees


 


Licensing
Fees


 


Upon
the execution of this Agreement, the Company will be entitled to licensing fee of $[***],
of which $[***]will be remitted in immediately available cash upon execution of this
Agreement and the balance of $[***]to be remitted on such date as the Company shall
have provided the Distributor with written notice at least at least 90 days prior to the anticipated date of the Commercial Launch
Date or the NPIAP Guidelines Date as provided in Appendix B below.


 


Thereafter,
commencing on the first anniversary of the completed payment of the initial licensing fee and thereafter on each subsequent anniversary
date, an annual licensing fee of $[***]and, commencing on the anniversary date following
the Insurance Reimbursement Date, the annual licensing fee shall be increased to $[***].


 


Unit
prices


 


The
per unit price the Distributor shall pay to IR- Med shall be a composite amount where the price for each Disposable to the Distributor
shall be $[***] In addition, if the list price to the customer / user charged by
the Distributor for each Disposable exceeds $[***] (such excess amount being the
“Disposables Price Increase”), then automatically and without any further action, the price to the Distributor shall be increased
by an amount equal to [***]percent ([***]%)
of the Disposable Price Increase. By way of illustration, if the Distributor increases the list price to the customer of the Disposable
from $[***] to $[***], then the
price to the Distributor of the Disposables, shall be increased from $[***] to $[***].
This provision shall apply each and every time that the Distributor shall adjust or change the price per unit payable by the customer
and IR-Med’s share of the Disposables Price Increase as herein provided shall be measured from the then base price as to which
the Disposables Price Increase was then implemented. The Distributor shall immediately notify in writing IR-Med of any such Disposables
Price Increase.


 


The
price of the Software component cannot be determined at the time of the execution of this Agreement and the parties hereby agree that
at such time as the Company shall have provided the Distributor with written notice at least at least 90 days prior to the anticipated
date of the Commercial Launch Date as provided in Appendix B below, the Company and the Distributor shall consult as to the price
to be charged to the end user by the Distributor for the Software component (hereinafter the “User Price”) and that the price
payable by the Distributor to the Company shall be no less than [***]% of the User
Price. The parties agree to enter into good faith negotiations to finalize these matters. Notwithstanding the foregoing, the initial
price payable by the Distributor to IR-Med for the PressureSafe Device shall be $[***]and
the User Price for such device shall be not less than $[***].


 


The
dollar amounts indicated above and those to be agreed upon in the future by the parties shall be
adjusted for inflation during the term of this Agreement at the commencement of every calendar year based on the Consumer Price Index
published for the preceding year by the U.S Government. 


 




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APPENDIX
B 


 


The
Distributor shall be solely responsible for the distribution, marketing and sales of the Products in the Territory and shall undertake
all commercially reasonable efforts to establish by not later than the Commercial Launch Date (as defined below) a commercially reasonable
distribution and sales network for the Products.


 


Set
forth below are the principal components of work plan prepared by the Distributor outlining the Distributor’s duties and obligation
under the Agreement with respect to the PressureSafe device. Each component represents a milestone (each a “Milestone”)
that is to be satisfied by the Distributor. Upon mutual agreement as reflected in a written instrument signed by both the Company and
the Distributor the Milestones below may be adjusted from time to time as circumstances warrant.


 


		I.	Distributor
                                            Undertakings following Execution of the Agreement and Prior to Commercial Launch 



 


No
later than three months following written notice from the Company that all requisite approval for the commercialization of PressureSafe
have been obtained, Distributor will


 


		1.	Open
                                            and operate a logistics center in a mutually approved location in the United States to support
                                            the distribution, storage and customer support for the PressureSafe devices, disposables,
                                            working station units and spare parts.
		2.	Organize
                                            a training center and prepare relevant materials to train the caregivers who are to administer
                                            and use the PressureSafe device.
		3.	Technical
                                            support center, including “on the phone” technical calling center, technicians
                                            that will serve the customers at site within 48 hours from service call.
		4.	Will
                                            prepare all marketing and training materials ( printed and digital), manual books, test protocol/steps
                                            etc.



Prior
to the Commercial Launch Date, the Distributor will invest such resources as is reasonable such that upon the occurrence of the Commercial
Launch Date there will be a commercially reasonable distribution network in place for the immediate marketing of the Product. In furtherance
thereof, the Company will provide the Distributor with written notice at least 90 days prior to the anticipated date of the Commercial
Launch Date. Following the Commercial Launch Date and only to the extent necessary for the orderly operation of the distribution efforts,
the Distributor will invest an aggregate amount of not less than $[***]*** during
first 12 months following such Commercial Launch Date. The amount invested can be comprised of services and/or other assets.


 






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	 	II.	Distributor
    Undertakings following Commercial Launch and prior to the earlier of Reimbursement Approval or the update by the U.S. National
    Pressure Injury Advisory Panel (NPIAP) updating its guidelines to recommend the use of technologies and devices such as the Product
    to be used as a decision support tool for PI checking (each and anyone of these events being a “Market Change”).


 

From
the date of the commercial launch of the PressureSafe (i.e., when the Company determines that all regulatory and other required clearance
for product commercialization has been obtained (such date being the “Commercial Launch Date”) and until reimbursement approval
-


 


		A.	By
                                            the First anniversary of the Commercial Launch Date - total purchase by Distributor of a
                                            minimum of [***] PressureSafe devices
                                            and [***]disposables.



 


		B.	By
                                            the Second anniversary of the Commercial Launch Date - total purchase by Distributor of a
                                            minimum of [***] PressureSafe unites
                                            and [***]disposables.



 


		C.	By
                                            the Third anniversary of the Commercial Launch Date- total purchase of a minimum of [***]
                                            PressureSafe devices and [***]disposables.



 


		D.	From
                                            the Fourth anniversary of the Commercial Launch Date through the Fifth anniversary and for
                                            each subsequent anniversary thereafter, an increase of a minimum of [***]%
                                            in sales from the immediately preceding year, provided that such [***]%
                                            annual increase in sales in each subsequent year shall be determined by reference to a base
                                            minimum amount of [***] PressureSafe
                                            devices and [***]disposables at the Fourth
                                            anniversary of the Commercial Launch Date, plus the [***]%
                                            minimum increase for each subsequent year thereafter



 


Notwithstanding
the foregoing, upon the occurrence of an update by the U.S. National Pressure Injury Advisory Panel (NPIAP) updating its guidelines to
recommend the use of technologies and devices such as the Product to be used as a decision support tool for PI checking, then upon notice
by the Company to the Distributor and without any further action on the part of any Party, the minimum amounts set forth above shall
automatically be increased by [***]% effective from the beginning of the “period”
following the delivery of such notice.


 


		III.	Distributor
                                            Undertakings following Commercial Launch and Reimbursement Approval 



 


Notwithstanding
the foregoing, following reimbursement approval as determined by the Company (such date being the “Reimbursement Approval Date”)
the above milestones shall be adjusted as follows


 


		A.	By
                                            the First anniversary of the Reimbursement Approval Dater - total purchase of a minimum of
                                            [***] PressureSafe devices and [***]disposables
		B.	By
                                            the Second anniversary of the Reimbursement Approval Date - total purchase of a minimum of
                                            [***] PressureSafe devices and [***]disposables
		C.	By
                                            the Third anniversary of the Reimbursement Approval Date -  total purchase of a minimum
                                            of [***] PressureSafe devices and [***]disposables
		D.	By
                                            the Fourth anniversary of the Reimbursement Approval [***]
                                            PressureSafe devices and [***] disposables,
                                            
		E.	From
                                            the Fifth anniversary of the Reimbursement Approval Date through the Sixth anniversary and
                                            for each subsequent anniversary thereafter, an increase of a minimum of [***]%
                                            in sales from the immediately preceding year, provided that such [***]%
                                            annual increase in sales in each subsequent year shall be determined by reference to a base
                                            minimum amount of [***]devices and
                                            [***]disposables at the Fourth anniversary
                                            of the Market Change Date, plus the [***]%
                                            minimum increase for each subsequent year thereafter.



 


By
way of illustration, between the Fourth and Fifth anniversary of the Market Change Date, the Distributor shall be required to sell a
minimum of [***] devices (i.e. representing an increase of [***]%
over the base number of [***]devices) and ***
disposables (i.e. representing an increase of [***]% over the base number
of [***] disposables); between the Sixth and Seventh anniversary of the Market Change
Date, the Distributor shall be required to sell a minimum of [***] units (i.e. representing
an increase of [***]% over the immediately preceding year minimum) and [***]
(i.e. representing an increase of [***]% over the immediately preceding
year minimum).


 


******


 


In
all cases above, at the Distributor’s option, in any year the Distributor may vary the number of PressureSafe devices and
the Disposables that it is required to purchase from the Company such that in such year the dollar value to the Company of the purchases
of devices and disposables as so varied by the Distributor is equal to the total dollar value specified above at the then prevailing
prices. By way of illustration, in year one following the Commercial Launch and Reimbursement Approval, the Distributor is required to
purchase from the Company a minimum of [***] PressureSafe devices and [***]disposables
at a price payable to the Company of $[***]per device and $***per
disposable for a total dollar value payable to the Company in such year of $[***].
The Distributor can vary the number of devices and disposable required to be purchased in such year so long as Distributor purchases
and pays into the Company at least $[***]in respect of the purchase of devices and
disposables.


 




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APPENDIX
C


 


Purchase
Order Procedure, and Payment Terms


 


No
later than 90 days before the beginning of each term year and upon written notice from the Company to the Distributor to that effect,
the Distributor shall deliver to the Company a binding Purchase Order (PO) for the Distributor’s purchase minimum (or more) of
the applicable Product amounts set forth in Appendix
B for the entire term year. The Company will deliver to the Distributor 25% of the order quantity
by the middle of each quarter. Failure to deliver such PO on time will result in loss of exclusivity. 


 


		a)	In
                                            case of the first term year, the Distributor shall issue a binding PO within 30 days after
                                            the Commercial Launch Date, and this PO will be for the full quantity of the year and the
                                            Company shall use commercially reasonable efforts to deliver at least 50% of the entire PO
                                            within 4 months of the PO, and the balance within 6 months of the PO.



 


		b)	In
                                            case of a Market Change as defined in Appendix B (FDA Approval or a Change in NPIAP Guidelines),
                                            the Distributor will issue an updated PO within 30 days of the Market Change date. 



 


		c)	The
                                            Distributor may issue additional PO’s during the term year, and in such case shall
                                            include a quantity of a multiplier of [***]
                                            devices and/or a multiplier of [***]disposables.
                                            The PO’s items shall be delivered within 3 months of the PO.



 


		2)	Payment
                                            terms: The Company will invoice the Distributor per each quantity shipped to the Distributor.
                                            The Distributor shall pay the Invoice at NET 30 days of the invoice. 



 


		3)	The
                                            Distributor will carry the shipment costs of the delivered orders from the Company to the
                                            Distributor. 



 


If
for whatever reason the Company is unable to fill the Product Purchase Order submitted by the Distributor before the term year for that
year’s minimum purchase requirements as herein provided, then the time period with respect to the minimum purchase requirement
specified above shall be tolled for the period in which the Company was unable to fulfill the Product Purchase Order and the minimum
purchase requirements shall be reinstated as herein provided above immediately following the time that the Company resumes fulfilling
the Product Purchase Orders


 






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