20-F









Exhibit 4.7  




INDEMNIFICATION
AGREEMENT 



This INDEMNIFICATION AGREEMENT (the
“Agreement”) is made as of ______ __, 2007, by and between I.I.S
Intelligent Information Systems Ltd., a company organized under the laws of the State of
Israel (the “Company”), and _____________
(“Indemnitee”). 



WHEREAS, the Company desires
to attract and retain Indemnitee to serve as an Office Holder (as defined in the Companies
Law-1999 (the “Law”)) in the Company and to provide Indemnitee with
protection against liability and expenses incurred while acting in that capacity; 



WHEREAS, the Company
understands that Indemnitee has reservations about serving the Company without adequate
protection against personal liability arising from such service, and that it is also of
critical importance to Indemnitee that adequate provision be made for advancing costs and
expenses of legal defense; and 



WHEREAS, the Board of
Directors and the shareholders of the Company have approved this Agreement as being in the
best interests of the Company. 



NOW, THEREFORE, in order to
induce Indemnitee to serve or to continue to serve as an Office Holder of the Company the
parties agree as follows: 



	1.  	Contractual
Indemnity.  






	 	
The
Company hereby agrees, subject to the limitations of Sections 2, 3, and 6 hereof, and the
limitations mentioned in the Company’s Articles of Association, to indemnify
Indemnitee, to the greatest extent possible under applicable law, against any liability
or expense in respect of any act or omission of Indemnitee in his capacity as an Office
Holder of the Company or of a company controlled, directly or indirectly, by the Company
(a “Subsidiary”), or as a director or observer at Board meetings of a
company not controlled by the Company but in which the appointment as a director or
observer results from the Company’s holdings in such company or is made at the
Company’s request (“Affiliate”), including: (i) a monetary
obligation imposed on Indemnitee in favor of another person by a court judgment,
including a judgment given in settlement or an arbitrator’s award approved by court;
(ii) reasonable litigation expenses, including advocates’ professional fees,
incurred by the Office Holder pursuant to an investigation or a proceeding commenced
against him by a competent authority and that was terminated without an indictment and
without having a monetary charge imposed on him in exchange for a criminal procedure (as
such terms are defined in the Law), or that was terminated without an indictment but with
a monetary charge imposed on him in exchange for a criminal procedure in a crime that
does not require proof of criminal intent; (iii) reasonable litigation expenses,
including attorneys’ fees, expended by Indemnitee or charged to Indemnitee by a
court, in a proceeding instituted against Indemnitee by the Company or on its behalf or
by another person, or in a criminal charge from which Indemnitee was acquitted, or in a
criminal proceeding in which Indemnitee was convicted of an offense that does not require
proof of criminal intent (collectively referred to hereinafter as “Claim”).  






	 	
The
Company shall indemnify the Indemnitee with respect to actions or omissions occurring
during his position as an Office Holder, even if (i) the actions or omissions occurred
prior to the signing of this document or (ii) at the time of Claim Indemnitee is no
longer an Office Holder.  

















	 	
The
termination of any action or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that (i) Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in the best interests of the Company, or (ii) with
respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe
that Indemnitee’s conduct was unlawful.  






	2.  	Limitations
on Contractual Indemnity. 






	 	2.1 	Indemnitee
shall not be entitled to indemnification under Section 1, for financial obligation
imposed consequent to any of the following: (i) a breach of the duty of fidelity by
Indemnitee, unless the Indemnitee acted in good faith and had reasonable basis to assume
that the act would not harm the Company; or (ii) a violation of the Indemnitee’s
duty of care towards the Company, which was committed intentionally or recklessly (but
not where the breach was negligent only); or (iii) an act committed with the intention to
realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on
Indemnitee; or (v) a counterclaim made by the Company or in its name in connection with a
claim against the Company filed by Indemnitee. 






	 	2.2 	The
Company undertakes to indemnify all Office Holders it has resolved to indemnify for the
matters and in the circumstances described herein, jointly and in the aggregate, in
excess of the insurance proceeds received pursuant to Section 9, a total amount over the
years, that shall not exceed an amount equal to US$2,500,000 (two million five hundred
thousand US dollars), or such greater sum as shall, from time to time, be approved by the
shareholders of the Company. 






	3.  	Limitation
of Categories of Claims. The indemnification pursuant to sub-section (i) of the first
paragraph of Section 1 above, shall only relate to liabilities arising in connection
with acts or omissions of Indemnitee in respect of the following events and
circumstances which are deemed by the Board of Directors of the Company to be
foreseeable at the date hereof: 






	 	3.1 	Claims
arising from breach of: safety laws, tax laws, anti-trust laws, rules promulgated by any
competent Government agency, accounting rules, and such other similar rules of any
applicable jurisdiction, and any Claims arising in connection with violations of laws
requiring the Company to obtain regulatory and governmental licenses, permits and
authorizations in any jurisdiction; 






	 	3.2 	Claims
of service  providers  and  suppliers  of  products,  subcontractors,  clients and users
of the  Company's                 products or technology;






	 	3.3 	The
offering of securities (including, inter alia, Claims based on disclosure or
non-disclosure of facts in the offering documents, any report or failure to report as
required by applicable rules, or the compliance or non-compliance with the Law) by the
Company, a Subsidiary, or an Affiliate and/or by a shareholder thereof to the public
and/or to private investors or the offer by the Company, a Subsidiary, and/or an
Affiliate to purchase securities from the public and/or from private investors or other
holders pursuant to a prospectus, agreements, notices, reports, tenders and/or other
proceedings, whether in Israel or abroad; 






2










	 	3.4 	Claims
of shareholders or creditors pertaining to breach of the Law and other related rules;






	 	3.5 	Claims
of creditors or security holders, including (inter alia) Claims in dissolution,
winding-up, settlement with creditors and other similar proceedings; 






	 	3.6 	Claims
 based  upon  breach of  privacy  and other  civil  rights,  libel and  slander,
 misleading  or  wrongful                 distribution of information;






	 	3.7 	Claims
made by business associates, including joint venture partners;






	 	3.8 	Claims
 arising  out of any  incentive  plan in favor of  employees,  office  holders,
 consultants  and  service                 providers;






	 	3.9 	Any
claim or demand made by any third party suffering injury and/or damage through any act or
omission attributed to the Company, it’s subsidiaries or Affiliates, or their
respective employees, agents or other persons acting or allegedly acting on their behalf; 






	 	3.10 	Claims
based upon the participation and/or non participation of the Beneficiary in board
meetings and board committee meetings, bona fide expression of opinion and/or voting
and/or abstention from voting at board and board committee meetings and including any
approval of corporate actions, including the approval of the acts of the Company’s
management, their guidance and their supervision, and further including any Claims of
failure to exercise business judgment and a reasonable level of proficiency, expertise
and care in regard of the Company’s business; 






	 	3.11 	Any
claim or demand made directly or indirectly in connection with the complete or partial
failure of the Company or any Subsidiary or Affiliate entity, or their respective
directors, officers and employees, to keep applicable records, report and pay all
applicable taxes and other compulsory payments of any nature, in any jurisdiction and
locality; whether disputed or not and Claims in connection with publishing or providing
any information, including any filings with governmental authorities, on behalf of the
Company or any Subsidiary or Affiliate entity in the circumstances required under
applicable laws; 






	 	3.12 	Claims
based upon failure to maintain appropriate insurance, and Claims based upon inadequate
safety measures and/or a malpractice of risk management; 






	 	3.13 	Claims
concerning financing matters, including purchase of securities for investment purposes,
other investments, hedging or the non performance of any such matters or the results
thereof; 






	 	3.14 	Occurrences
including reporting obligations resulting from the status of the Company and/or a
Subsidiary and/or an Affiliate as a public company, and/or from the fact that the
securities thereof were offered to the public and/or are traded on a stock exchange, or
other stock market whether in Israel or abroad; 






	 	3.15 	Occurrences
in connection with investments the Company and/or Subsidiaries and/or Affiliates make in
other corporations whether before and/or after the investment is made, entering into the
transaction, the execution, development and monitoring thereof, including actions taken
by an Office Holder in the name of the Company and/or a Subsidiary and/or an Affiliate as
a director, officer, employee and/or board observer of the corporation the subject of the
transaction and the like; 






3










	 	3.16 	The
 sale,  purchase  and  holding  of  securities  or other  investments  for or in the name
of the  Company,  a                 Subsidiary and/or an Affiliate;






	 	3.17 	Actions
in connection with the merger of the Company, a Subsidiary and/or an Affiliate with or
into another entity or the purchase of shares or assets of another person or entity; 






	 	3.18 	Actions
in  connection  with the sale of the  operations  and/or  business,  or part thereof,  of
the Company,  a                 Subsidiary and/or an Affiliate;






	 	3.19 	Without
derogating from the generality of the above, actions in connection with the purchase or
sale of companies, legal entities or assets, and the division or consolidation thereof; 






	 	3.20 	Actions
taken in connection with labor relations and/or employment matters in the Company,
Subsidiaries and/or Affiliates and trade relations of the Company, Subsidiaries and/or
Affiliates, including with employees, independent contractors, customers, suppliers and
various service providersand including the handling of pension funds, provident
funds, insurance and savings funds, options, bonuses etc; 






	 	3.21 	Actions
in connection with the developing, testing and manufacturing of products by the Company,
Subsidiaries and/or Affiliates or in connection with the distribution, sale, license or
use of such products, including without limitation in connection with clinical trials,
professional liability and product liability claims;






	 	3.22 	Actions
taken in connection with the intellectual property of the Company, Subsidiaries and/or
Affiliates, and its protection, including the registration or assertion of rights to
intellectual property and the defense of claims related to intellectual propertyand
any other Claim or demand based upon actual or alleged infringement, misuse or
misappropriation of any third party’s intellectual property rights, including but
not limited to confidential information, patents, copyrights, design rights, trade and
service marks, trade secrets, copyrights, misappropriation of ideas; and any actions
taken in connection with the Intellectual Property of the Subsidiary or Affiliate and its
protection, including the registration or assertion of rights to intellectual property
and the defense of claims relating thereof; and 






	 	3.23 	Actions
taken pursuant to or in accordance with the policies and procedures of the Company,
Subsidiaries and/or Affiliates, that have been decided upon, whether such policies and
procedures are published or not. 






4










	4.  	Expenses;
Indemnification Procedure. The Company shall advance Indemnitee
                    all expenses incurred by Indemnitee in connection with a Claim on the
date on                     which such amounts are first payable, but has no duty to
advance payments in                     less than twenty (20) days following
delivery of a written request therefor                     by Indemnitee to the Company.
Advances given to cover legal expenses in criminal                     proceedings will
be repaid by Indemnitee to the Company if Indemnitee is found                     guilty
of a crime that requires criminal intent. Any Advances to repay pursuant
                    to this Section 4 shall be unsecured and interest free. Other
advances will be                     repaid by Indemnitee to the Company if it is
determined by the Company’s                     legal counsel that Indemnitee is not
lawfully entitled to such indemnification;                     provided, however, that if
Indemnitee has commenced or thereafter commences                     legal proceedings in
a court of competent jurisdiction to secure a determination                     that
Indemnitee should be indemnified under applicable law, any determination
                    made by the Company that Indemnitee would be not be permitted to be
indemnified                     under applicable law shall not be binding and Indemnitee
shall not be required                     to reimburse the Company for any Advance until
a final judicial determination is                     made with respect thereto (and as
to which all rights of appeal therefrom have                     been exhausted or
lapsed). 






	5.  	Notification
and Defense of Claim. If any action, suit, proceeding or                     other
Claim is brought against Indemnitee in respect of which indemnity may be
                    sought under this Agreement: 






	 	5.1 	Indemnitee
will promptly notify the Company in writing of the commencement thereof, and the Company
will be entitled to participate therein at its own expense or to assume the defense
thereof and to employ counsel reasonably satisfactory to Indemnitee. Indemnitee shall
have the right to employ his own counsel in connection with any such Claim and to
participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of Indemnitee unless (i) the Company shall not have assumed the defense
of the Claim and employed counsel for such defense, or (ii) the named parties to any
such action include both Indemnitee and the Company, and Indemnitee shall have reasonably
concluded that joint representation is inappropriate under applicable standards of
professional conduct due to a material conflict of interest between Indemnitee and the
Company. 






	 	5.2 	The
Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of
any Claim effected without the Company’s written consent, and the Company shall not
settle any Claim in a manner which would impose any penalty or limitation on Indemnitee
without Indemnitee’s written consent; provided, however, that neither the Company
nor Indemnitee will unreasonably withhold its consent to any proposed settlement and,
provided further, that if a Claim is settled by the Indemnitee with the Company’s
written consent, or if there be a final judgment or decree for the plaintiff in
connection with the Claim by a court of competent jurisdiction, the Company shall
indemnify and hold harmless Indemnitee from and against any and all losses, costs,
expenses and liabilities incurred by reason of such settlement or judgment. 






	 	5.3 	Indemnitee
shall give the Company such information and cooperation as it may reasonably require and
as shall be within Indemnitee’s power. 






	6.  	Partial
Indemnification. If Indemnitee is entitled to indemnification by
                    the Company for some or a portion of the expenses, judgments, fines
or penalties                     incurred by him in the investigation, defense, appeal or
settlement of any civil                     or criminal action or proceeding, but not,
however, for the total amount                     thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of                     such expenses, judgments,
fines or penalties to which Indemnitee is entitled. 






5










	7.  	Other
Indemnification. The Company will not indemnify Indemnitee for any
                    liability with respect to which Indemnitee has received payment by
virtue of an                     insurance policy or other indemnification agreement,
other than for amounts                     which are in excess of the amount actually
paid to Indemnitee pursuant to such                     agreements. 






	7A.  	Remedies
of Indemnitee. In the event that (i) a determination is made
                    pursuant to Sections 2 and 3 of this Agreement that Indemnitee is not
entitled                     to indemnification under this Agreement, (ii) an Advance is
not timely made                     pursuant to Section 4 of this Agreement, (iii) no
determination of entitlement                     to indemnification is made by the
Company after receipt by the Company of                     Indemnitee’s request for
indemnification pursuant to Section 5 of this                     Agreement, or (iv)
payment of indemnification is not made after a determination                     has been
made that Indemnitee is entitled to indemnification, the Company shall
                    not oppose Indemnitee’s right to seek adjudication of his
entitlement to                     such indemnification in any court of competent
jurisdiction. 






	8.  	Collection
from a Third Party. The Company will be entitled to any amount
                    collected from a third party in connection with liabilities
indemnified                     hereunder.






	9.  	Insurance.
The Company shall maintain an insurance with a reputable                     insurer (the
“Insurer”) to insure the liability of the                     Indemnitee
for an obligation imposed on him in consequence of an act done in his
                    capacity as an Office Holder of the Company, in any of the following
cases: 






	 	         9.1 	a
breach of the duty of care vis-à-vis the Company or vis-a-vis another person.






	 	9.2 	a
breach of the duty of fidelity vis-à-vis the company, provided that the director
acted in good faith and had reasonable basis to assume that the act would not harm the
Company. 






	 	         9.3 	a
monetary obligation imposed on him in favor of another person.






	 	
The
abovementioned insurance for all of the Office Holders of the Company shall be in the
total amount of not less than US$5,000,000 (five million US Dollars) (the “Insurance
Policy”). The Company undertakes to maintain such insurance during the period the
Indemnitee serves as a director of the Company and for a period of 7 (seven) years
commencing on the day Indemnitee has ceased from serving as a director of the Company.
Indemnitee shall be covered by such insurance in accordance with its terms to the maximum
extent of the coverage available for any director, officer, employee, agent or fiduciary
under such policy.  






The Company shall give prompt
written notice of any Claim to the Insurer in accordance with the procedures set forth in
the Insurance Policy. The Company shall thereafter take all necessary or desirable action
to cause the Insurer to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of the Insurance Policy.  



	10.  	No
Restrictions. For the avoidance of doubt, it is hereby clarified that
                    nothing contained in this Agreement or in the above resolutions
derogate from                     the Company’s right to indemnify the Indemnitee
post factum for any amounts                     which the Indemnitee may be obligated to
pay as set forth in Section 1 above                     without the limitations set forth
in Sections 2 and 3 above.






6










	11.  	Non-Exclusivity.
The rights of indemnification as provided by this                     Agreement shall not
be deemed exclusive of any other rights to which Indemnitee                     may at
any time be entitled under applicable law, the incorporation documents of
                    the Company, any agreement, a vote of stockholders, a resolution of
directors or                     otherwise. No amendment, alteration or repeal of this
Agreement or of any                     provision hereof shall limit or restrict any
right of Indemnitee under this                     Agreement in respect of any action
taken or omitted by such Indemnitee in his                     role as Officer Holder of
the Company prior to such amendment, alteration or                     repeal. To the
extent that change in the law, whether by statute or judicial
                    decision, permits greater indemnification than would be afforded
currently under                     the incorporation documents of the Company and this
Agreement, it is the intent                     of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater                     benefits so afforded by
such change. No right or remedy herein conferred is                     intended to be
exclusive of any other right or remedy, and every other right and
                    remedy shall be cumulative and in addition to every other right and
remedy given                     hereunder or nor ow hereafter existing at law or in
equity or otherwise. The                     assertion or employment of any right or
remedy hereunder, or otherwise, shall                     not prevent the concurrent
assertion or employment of any other right or remedy. 






	12.  	Severability.
Each of the provisions of this Agreement is a separate and                     distinct
agreement and independent of the others, so that if any provision
                    hereof shall be held to be invalid or unenforceable for any reason,
such                     invalidity or unenforceability shall not affect the validity or
enforceability                     of the other provisions hereof. In any event, the
undertakings of the Company                     and the categories of claims in Section
3, shall be construed as widely as                     permitted by law. 






	13.  	Duration
of Agreement. All agreements and obligations of the Company
                    contained herein shall continue during the period Indemnitee is an
officer or                     director of the Company or is or was serving at the
request of the Company as a                     director, officer, employee or agent of
another corporation, partnership, joint                     venture, trust or other
enterprise, and shall continue thereafter so long as                     Indemnitee shall
be subject to any Claim (or any proceeding commenced under                     Section 7A
hereof) by reason of his being an Office Holder of the Company,
                    whether or not he is acting or serving in any such capacity at the
time any                     liability or expense is incurred for which indemnification
can be provided under                     this Agreement and with the expiration of any
applicable statute of limitations                     with respect thereto. 






	14.  	Attorneys’ Fees.
In the event of any litigation or other action or                     proceeding to
enforce or interpret this Agreement, the prevailing party as
                    determined by the court shall be entitled to an award of its
reasonable                     attorneys’ fees and other costs, in addition to such
relief as may be                     awarded by a court or other tribunal. 






	15.  	Notice. All
notices, requests, demands and other communications under                     this
Agreement shall be in writing and shall be deemed duly given (i) if
                    delivered by hand or by fax or other means of electronic
communication and                     receipted for by the party addressee, on the date
of such receipt, or                     (ii) if mailed by certified or registered
mail with postage prepaid, on the                     third business day after the date
postmarked. 






	16.  	Governing
Law; Binding Effect; Amendment. This Agreement shall be                     governed
by and construed under the laws of the State of Israel. The parties
                    agree to submit themselves to the exclusive jurisdiction of the
courts in                     Tel-Aviv or Jerusalem. This Agreement shall be binding upon
Indemnitee and the                     Company, their successors and assigns, and shall
inure to the benefit of                     Indemnitee, his heirs, personal
representatives and assigns and to the benefit                     of the Company, its
successors and assigns. No amendment, modification,                     termination or
cancellation of this Agreement shall be effective unless in                     writing
signed by both parties hereto. 






7










        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. 



		
		
		
		
		
	I.I.S Intelligent Information Systems Ltd.  	Indemnitee  
	 
	 
	By: _______________________	Name __________
	Name: _____________________
	Title: ______________________






8