Exhibit
4.3


 


 


Software
Development Services Agreement


Made
and Entered into in Tel Aviv on the 5th of January, 2016, (hereinafter: the “Agreement”)


 





	Between:	MAGNA - B.S.P. Ltd. 	 
	 	Company
    number: 513066639	 
	 	Henri
    Malka Street, Dimona	 
	 	(hereinafter:
    the “Company”)	 
	 	 	 
	 	 	On
    the One Part
	 	 	
	And
    Between:	Four
    Eyes Autonomous Ltd. 	 
	 	Company
    number: 515287480	 
	 	Henri
    Malka Street, Dimona	 
	 	(hereinafter:
    the “Customer”)	 
	 	 	 
	 	 	On
    the Second Part




 


		Whereas	The
                                         Company, the Customer and ASIA PITUACH (A.D.B.M.) Ltd. (hereinafter: “Asia”)
                                         had entered on October 11, 2015, into a Merger transaction (hereinafter: the “Merger
                                         Agreement”); and
	 	 	 
		Whereas	The
                                         Customer engages, inter alia, in software development in the field of car safety,
                                         but has not yet recruited the full scope of manpower it requires for such development,
                                         and therefore, at this stage, the Customer outsources the development services; and
	 	 	 
		Whereas	The
                                         Customer is interested in receiving software development services from the Company in
                                         the field of car safety through products installed in the car for read accidents prevention
                                         (hereinafter: the “Car Safety Field”), as such services shall be required
                                         by the Customer from time to time (hereinafter: the “Services”); and
	 	 	 
		Whereas	The
                                         Company is interested in supplying the Services to the Customer in accordance with and
                                         subject to the provisions of this Agreement;



 






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Now,
therefore, it is hereby Agreed, Stipulated and Declared by and between the Parties as follows:


 


	1.	Preamble
                                         and Interpretation



 


		1.1.	The
                                         preamble to this Agreement and its annexes form an integral part hereof and are binding
                                         as the other terms and conditions hereof.
	 	 	 
		1.2.	The
                                         section headings in this Agreement are intended for convenience purposes only and they
                                         shall not serve for interpretation of this Agreement and the provisions hereof.



 


		2.	Declarations
                                         and Undertakings of the Company



 


The
Company declares, warrants and undertakes as follows:


 


		2.1.	That
                                         it shall comply with its undertakings as set forth in this Agreement, to the best of
                                         its ability, at a high professional level, to the Customer’s satisfaction and in
                                         accordance with the Customer’s instructions;
	 	 	 
		2.2.	That
                                         it has obtained and shall maintain, throughout the Agreement term, all the licenses and
                                         permits required under any law for conducting its business and for the execution of the
                                         Services and undertakes to conduct its business and execute the Services in accordance
                                         with the provisions of any law;
	 	 	 
		2.3.	It
                                         has the know-how, experience, professional skills, manpower, resources and technical
                                         devices and the financial capability to comply with its undertakings under this Agreement;
	 	 	 
		2.4.	That
                                         no limitation and/or prevention exists under any agreement and/or law or any conflict
                                         of interests that may prohibit the entering into this Agreement and/or the full fulfillment
                                         thereof;
	 	 	 
		2.5.	That
                                         by providing the Services, the Company is not breaching the intellectual property rights
                                         of any third party whatsoever.



 


		3.	The
                                         Services



 


		3.1.	Throughout
                                         the Agreement term, the Company shall provide the Services to the Customer in the manner
                                         determined in accordance with the Customer’s demands and its professional needs
                                         by such workers and in such tariffs as set forth in “Annex A”
                                         to this Agreement.



 






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		3.2.	If
                                         the Company in required to make use of any software which is not fully owned by the Company
                                         for the providing of the Services under this Agreement, including combination of closed
                                         functions and/or open source code (hereinafter: “Third Party Work Products”),
                                         the Company shall notify the Customer of such use in advance. For the avoidance of doubt,
                                         it is clarified that the provisions of this section 3.2 are subject to the Company’s
                                         undertakings and declarations and the Company’s liability under this Agreement,
                                         including under sections 2.5 above and 10 below.
	 	 	 
		3.3.	The
                                         Development Personnel set forth in Annex A hereto and/or other development professionals
                                         to be employed by the Company and made available to the Customer for the providing of
                                         the Services, shall be skilled and with the required qualifications as demanded by the
                                         Customer and they will be assigned by the Customer to work at the Customer’s offices
                                         or the Company’s offices or at any other location to be agreed upon by the parties.



 


		4.	Services
                                         Approval Procedure 



 


		4.1.	The
                                         Company undertakes to deliver all the Services’ work products to the Customer and
                                         to supply the Services in accordance with the instructions, specifications, milestones
                                         and timetables to be specified and agreed upon by the parties from time to time. The
                                         Customer may perform any tests and/or inspections on the Services’ work products
                                         as the Customer may deem necessary, at its exclusive discretion, to examine compliance
                                         of the Services’ work products with all the demands and specifications determined
                                         in connection thereto.
	 	 	 
		4.2.	In
                                         the event that a fault is found in the Services’ work products, the Customer shall
                                         inform the Company of such fault and the Company undertakes to ensure that the Services’
                                         work products comply with all the relevant demands and specifications, within a reasonable
                                         time as shall be agreed upon by the parties and at no additional charge.



 


		5.	The
                                         Agreement Term and Revocation



 


		5.1.	This
                                         Agreement shall come into force immediately upon the Closing of the Merger Transaction
                                         (as such term is defined in the Merger Agreement) and shall remain in effect for a period
                                         of twelve (12) months thereafter (hereinafter: the “First Term”).
                                         The Customer may extend the Agreement term, in accordance with its conditions, for two
                                         additional twelve (12) months periods each, by providing a written notice to the Company
                                         sixty (60) days prior to the expiry of the First Term or the option term thereafter,
                                         as the case may be (the First Term and the option terms, collectively referred to as:
                                         the “Term”).



 






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		5.2.	Revocation
                                         due to a Breach. Each party may immediately revoke this Agreement: (a) If the other
                                         party fundamentally breaches the Agreement and does not cure such breach within 14 days
                                         after being required to do so in writing by the other party; or (b) a motion is filed
                                         for the appointment of a (temporary or permanent) receiver or (temporary or permanent)
                                         liquidator or (temporary or permanent) trustee for the assets or substantially all the
                                         assets of the other party and such motion is not removed/dismissed within 45 days; or
                                         a dissolution order, or receivership order is granted against the other party, or a temporary
                                         liquidator is appointed for the other party and such are not canceled within 45 days;
                                         or an attachment is imposed on all or part of the assets of the other party, in a manner
                                         interfering with the fulfillment of the such party’s obligations under this Agreement
                                         and such attachment is not removed within 45 days.
	 	 	 
		5.3.	Upon
                                         the termination and/or revocation of this Agreement for any reason, the Company shall
                                         deliver to the Customer all the documents, information and any other materials reaching
                                         the Company or anyone on its behalf or prepared by the Company or someone in its name
                                         in connection with the providing of the Services hereunder.
	 	 	 
		5.4.	It
                                         is hereby clarified, that upon the termination and/or revocation of the Agreement for
                                         any reason whatsoever, any provisions of this Agreement, which by their nature should
                                         survive such termination and/or revocation, will survive, including, without limitation,
                                         the following sections: 5.4, 5.5, 7, 8, 9 and 10.



 


		6.	Consideration



 


During
the Agreement term, the Customer will pay the Company for the Services in accordance with the employees’ costs and the scope
of position of each one of them (plus general and administrative expenses) as set forth in Annex A, as shall be actually made
available by the Company to the Customer for the providing of the Services, plus VAT (hereinafter: the “Consideration”).
In any event, the monthly Consideration for the Services shall not exceed NIS 200,000 plus VAT. The Consideration will be paid
to the Company on a monthly basis, by the 15th day of each calendar month, with respect to the previous calendar month.
The Company will provide a report to the Customer detailing the actual Services’ hours provided, by the 5th day
of each calendar month.


 






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		7.	Intellectual
                                         Property



 


		7.1.	It
                                         is hereby expressly agreed that the Services will be provided on a “work for hire”
                                         basis and that all the rights, including the rights to file for patent and/or design
                                         applications, the rights for patents and/or designs, trade secrets, trademarks, copyrights
                                         and industrial or intellectual property rights concerning inventions (patentable or other),
                                         advancements, developments, improvements, ideas and applications, which the Company or
                                         anyone on its behalf may invent, develop, conceive or otherwise reach, alone or in cooperation
                                         with others, in connection with and/or arising from the Services, or created in the course
                                         of the Services provision Term and in connection with the Customer’s business activities,
                                         as such are currently conducted and as shall be conducted from time to time, including
                                         all rights in any products related thereto and in any future developments, including
                                         any ancillary documentation in the Car Safety Field (hereinafter: the “Invention”)
                                         shall be the exclusive property of the Customer and shall belong to the Customer for
                                         all intents and purposes as absolute owner thereof, including without limitation, to
                                         act for the realization and commercialization thereof worldwide and the Company hereby
                                         assigns to the Customer and waives in advance any such rights. It is hereby clarified
                                         that any development, which does not constitute an Invention, namely, which is not within
                                         the scope of the Car Safety Field, shall belong to the Company.
	 	 	 
		7.2.	The
                                         Company undertakes to cooperate with the Customer in anything relating to performance
                                         of the provisions of this section; to provide any information and documentation and to
                                         sign any documents, all as shall be requested by the Customer, and to do so also following
                                         the termination of the Agreement term, all without any Consideration.
	 	 	 
		7.3.	Without
                                         derogating from the provisions of this section 7, the Company shall forward to the Customer
                                         any source code and/or other development code of any software associated with the providing
                                         of the Services (including any modification or amendment thereof) to be developed in
                                         the framework of the Services in the Car Safety Field and such shall be the exclusive
                                         property of the Customer.



 



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		7.4.	Without
                                         derogating from any other provisions in this section 7, the Company hereby declares and
                                         undertakes that the Company and/or anyone on the Company’s behalf have no and shall
                                         have no claims and/or demands whatsoever against the Customer in anything, directly or
                                         indirectly, relating to or arising from the inventions and/or Services to be provided
                                         to the Customer by the Company and/or anyone on its behalf hereunder, the ownership or
                                         the intellectual property rights therein.



 


		8.	Confidentiality



 


		8.1.	The
                                         Company hereby undertakes to keep in strict confidence and not to use, other than for
                                         the purposes hereof and not to disclose in any manner whatsoever to any third parties,
                                         any confidential information which was provided by the Customer and/or reached the Company,
                                         either verbally or in writing or by any other means, as a result of this Agreement and/or
                                         the execution and/or the drafting hereof.



 


For
the purposes of this section, “Confidential Information” shall mean any information, written or not, in connection
with the Company, other than information which is in the public domain on the signing date of this Agreement, and/or enters the
public domain thereafter, otherwise than by reason of a breach of the terms of this Agreement by the Company, and save for information
which the Company may prove was in its possession prior to the signing of this Agreement and/or information which was provided
to the Company by a third party otherwise than by reason of the breach of confidentiality duties owing to the Customer and/or
required to be disclosed by law, to the extent such is required.


 


		8.2.	The
                                         Company shall maintain the confidentiality of the Confidential Information in such means
                                         and manner as the Company maintains its own confidential information, provided the Company
                                         does not employ lesser caution than the reasonable level of caution required in the circumstances
                                         of the case.
	 	 	 
		8.3.	The
                                         Company may disclose such Confidential Information to its employees engaged on its behalf
                                         in the discharge of its undertakings under this Agreement, for the performance of this
                                         Agreement, provided the Company remains liable, in accordance with this Agreement, that
                                         its employees maintain the confidentiality of the Confidential Information. The Company
                                         shall be liable for any damage incurred by the Customer as a result of a breach of such
                                         confidentiality duties by any of the employees of the Company.



 



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		8.4.	The
                                         undertakings set forth above to maintain confidentiality shall remain in effect for a
                                         period of 7 years following the termination or revocation of this Agreement for any reason
                                         whatsoever.



 


		9.	Non
                                         Competition 



 


The
Company hereby undertakes that during the Agreement term and for a period of 12 months thereafter, it shall, directly or indirectly,
refrain from engaging or from providing Services, either by itself or through a corporation under its control and/or any person
on its behalf, to any person or business that compete with the Customer’s business in the Car Safety Field, without obtaining
the Customer’s prior written consent.


 


		10.	Absence
                                         of Employer-Employee Relationships 



 


It
is expressly agreed and declared that no employer - employee relationships exist or shall exist between the Customer and the Company
and/or anyone on the Company's behalf, and that any rights available to the Customer to inspect, audit, instruct and/or train
the Company with respect to the providing of the Services under this Agreement shall only serve to ensure the performance of this
Agreement and shall not create any employer - employee relationships between the Customer and the Company and/or anyone of its
behalf. The parties declare and agree that the relationships between them are of a contractor and customer.


 


		11.	Liability



 


		11.1.	The
                                         Company’s liability under this Agreement shall be limited only and exclusively
                                         to the Services and for making any reasonable efforts to repair faults and/or malfunctions
                                         in the Services' work products. Beyond the aforesaid, the Company makes no further undertakings
                                         or representations with respect to the Services' work products and/or their fitness for
                                         particular purposes, and the Customer hereby exempts the Company from any claim and/or
                                         demand and/or suit for the aforesaid and shall not be entitled to any compensation, indemnification
                                         or relief in this matter.



 






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		11.2.	Under
                                         no circumstances shall the Company be liable for any damages incurred by the Customer
                                         and/or any other third party, as a result of lost data, computer downtime, lost profits,
                                         prevented profits and/or for any indirect or consequential damage, except where the cause
                                         of action or reason for the damage are the Company’s acts or omissions made in
                                         gross negligence and/or intentional wrongdoing. If, notwithstanding the provisions of
                                         this section above, the Company is found liable for any damage, the Company’s maximum
                                         liability, for any damage in connection with this Agreement, shall in no circumstances
                                         exceed the Consideration amount actually paid under this Agreement.



 


		12.	General



 


		12.1.	At
                                         the Customer’s written request, the Company shall allow access to the Customer
                                         and/or anyone on its behalf, including officeholders and/or consultants of the Customer’s
                                         parent company, to the Company’s books and shall forward to the Customer any information
                                         in connection with the Services under this Agreement, including information about the
                                         Company’s costs, working hours of the Company’s employees actually devoted
                                         in the providing of the Services and division of the positions scope of the Company’s
                                         employees between the providing of the Services hereunder and their other occupations.
	 	 	 
		12.2.	The
                                         Company may not transfer or assign and/or dispose and/or endorse in any manner all or
                                         part of its rights and undertakings under this Agreement to any third parties, unless
                                         it has obtained the Customer’s prior written consent, at the Customer’s exclusive
                                         and absolute discretion. The Customer may assign and/or endorse all or part of its rights
                                         under this Agreement to any third party whatsoever at any time and without the need to
                                         obtain the Company’s consent, provided the Company’s rights under this Agreement
                                         are not prejudiced. The Company may not provide development services to any third party
                                         in the Car Safety Field during this Agreement’s term and for a period of 48 months
                                         following the termination or revocation hereof.
	 	 	 
		12.3.	This
                                         Agreement constitutes the entire agreement between the parties and no negotiations, declarations,
                                         representations, undertakings or agreements made, if made, whether orally or in writing,
                                         expressly or implied, prior to the execution of this Agreement, shall have any force
                                         or effect. There will be no effect to any changes in this Agreement unless made in a
                                         written instrument bearing the signatures of both parties.



 



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		12.4.	No
                                         conduct on the part of any of the parties shall be deemed a waiver of any of such party’s
                                         rights under this Agreement or under any law, including in connection with the breach
                                         or non performance of any of the Agreement’s provisions, unless such waiver, consent,
                                         delay, modification, cancellation or addition were explicitly made and in writing.
	 	 	 
		12.5.	The
                                         addresses of the parties for the purposes of this Agreement are as given in the preamble
                                         hereof and any notice of one party to the other given in accordance with the address
                                         set forth in the preamble hereto, shall be deemed as having been received by the addressee
                                         within 72 hours after the time of delivery thereof for dispatch by registered mail in
                                         the post office in Israel, and if personally delivered - at the time of actual delivery.
	 	 	 
		12.6.	The
                                         exclusive place of jurisdiction for any disputes appertaining to and/or arising from
                                         this Agreement shall only be with the competent court in Tel Aviv - Yafo.



 


	Four Eyes Autonomous Ltd.	 	MAGNA - B.S.P. Ltd.
	 	 	 
	By:	/s/
    Haim Siboni	 	By:	/s/
    Haim Siboni
	Name:	Haim
    Siboni	 	Name:	Haim
    Siboni
	Title:	CEO	 	Title:	CEO





 






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Annex
“A”


  


Calculation of Services Cost/debit for 4Eyes per Month


 


		 	Fees Cost 
 per Month - ₪	 	 	Services for 4Eyes 50%	 
	Profession /Position	 	NIS	 	 	NIS	 
	Research and Development Manager - Electro-Optics expert	 	 	28,000	 	 	 	14,000	 
	Engineer - Image Processing expert	 	 	35,000	 	 	 	17,500	 
	Engineer - Software	 	 	12,000	 	 	 	6,000	 
	Engineer - Systems Engineering	 	 	15,600	 	 	 	7,800	 
	Mechanical Engineer - hardware/software	 	 	20,500	 	 	 	10,250	 
	Engineer - Software	 	 	10,600	 	 	 	5,300	 
	Practical Engineer - Research and Development and Testing	 	 	12,000	 	 	 	6,000	 
	Practical Engineer - Research and Development and Testing	 	 	10,300	 	 	 	5,150	 
	Programmers	 	 	 	 	 	 	36,000	 
	Systems Engineer	 	 	 	 	 	 	35,000	 
	Engineer - Operations Manager & Research and Development	 	 	33,400	 	 	 	16,700	 
	Office Administrator	 	 	13,200	 	 	 	6,600	 
	 	 	 	 	 	 	 	32% addition for general and administrative expenses for Services that are actually provided.	 




 


 


 


 


A-1