Exhibit
10.10


 


Certain
confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv)
of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed


 


COMMISSION
AGREEMENT


 


This
commission agreement (the “Agreement”), is effective as of September 22, 2020 (“Effective Date”)
by and between Earthbound Technologies, LLC, having its principal place of business at 156 Fifth Avenue, 10th Floor,
New York, NY 10010 (together with its affiliates, shareholders, or assigns, “EBT”) and Save Foods Ltd., having
its principal place of business at 20 Raoul Wallenberg St., Tel-Aviv, Israel (“Save Foods” or the “Company”).


 


WHEREAS,
in return for EBT’s role in introducing Save Food to the relevant third-parties, Save Food agrees to compensate EBT in the
form of a commission;


 


NOW,
THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby,
do promise and agree as follows.


 


	 	1.	Services:


 


	 	1.1.	EBT,
    on a non-exclusive basis and under the terms and conditions of this Agreement, shall endeavor to introduce Save Foods to potential
    third parties (“Potential Customers”) interested in Save Foods’ solutions for food safety and food
    waste reduction opportunities (including but not limited to the improvement of produce safety, quality and an increase in
    shelf life) (the “Products”). Exhibit A attached hereto sets forth the list of approved customers
    as of the Effective Date, which have been pre-approved via email in writing by Save Foods, which list may be amended from
    time to time, upon mutual agreement of the parties via email in writing (the “Approved Parties”). If EBT
    wishes to introduce Save Foods to any Potential Customers, EBT shall submit the name(s) of each such Potential Customer to
    Save Foods, including high-level project scope and timeline to enable Save Foods to verify whether the Potential Customer
    meets Save Foods’ criteria for an Approved Party. EBT shall obtain the signed out written approval via email of Save
    Foods prior to any introduction of Save Foods to such Potential Customer. For the avoidance of doubt, only if a Potential
    Customer is approved by Save Foods, such Potential Customer shall become an Approved Party and shall be included in Exhibit
    A. Any Potential Customer will not be taken into consideration for purposes of the calculation of the Compensation
    (as defined below), and EBT shall not be entitled to any consideration with respect thereto. EBT waives any claim or demand
    with regard to failure or refusal of Save Foods to approve any Potential Customer or any other proposed customer.
	 	 	 
	 	1.2.	The
    parties acknowledge, that prior to the execution of this Agreement, EBT has already introduced Save Foods to [**], which shall
    be deemed as an Approved Party. Further, [**] has invited Save Foods to perform a “mini test” of the Products
    (as hereinafter defined). Notwithstanding anything to the contrary herein, the parties acknowledge that once a third party
    becomes an Approved Party, such account shall be exclusive to EBT. Save Foods acknowledges that if an Approved Party, such
    as [**], introduces Save Foods to additional parities, those additional parties become exclusive to be EBT and will be considered
    an Approved Party and added to Exhibit A accordingly (i.e. [**]).


 




    	 



     


    

 


	 	1.3.	EBT
    shall make best efforts to further assist Save Foods in finalizing and consummating a binding transaction, agreement or Commercial
    Transaction (as hereinafter defined) with such Potential Customers, as per and subject to Save Foods’ instructions as
    may be conveyed to EBT from time to time. The negotiations with any Potential Customer shall be conducted directly by Save
    Foods, with the assistance of EBT if requested to do same by Save Foods.
	 	 	 
	 	1.4.	The
    decision of whether or not to enter into any transaction, agreement, Commercial Transaction or negotiate with any Potential
    Customer, and the terms and conditions thereof, as well as to terminate any transaction, agreement or negotiation, are and
    shall at all time remain the absolute and sole discretion of Save Foods. EBT shall have no claim towards Save Foods or any
    of its employees, officers and directors, if Save Foods decides not to negotiate, or to cease negotiations or not to enter
    into or terminate any transaction, agreement or negotiate with any of the Potential Customers for any reason whatsoever.


 


	 	2.	Compensation:
    In the event that during the term of this Agreement and within eighteen (18) months following the termination or expiration
    of this Agreement (the “Compensation Period”), Save Foods secures and consummates any Commercial Transaction
    (as defined below) with an Approved Party in connection with the Products, EBT shall be entitled to a fee of twelve and one
    half percent (12.5%) of the Net Revenues actually received by Save Foods under such Commercial Transaction, up to a total
    aggregate amount of US $2,000,000 (the “Compensation”), provided that in any event the actual Compensation
    due to EBT shall not be greater than 25% of Save Foods’ gross profit under such Commercial Transaction. In addition,
    if the Net Revenues received from an Approved Party aggregate to US $500,000, Save Foods, Inc. shall issue to EBT, subject
    to the approval of the Board of Directors of Save Foods Inc., which the Board will not unreasonably withhold, 50,000 options
    to purchase 50,000 shares of Save Foods Inc.’s common stock (as adjusted for any stock dividend, stock split, stock
    combination, reclassification or similar transaction occurring after the date hereof) (the “Primary Options”).
    The Primary Options shall be exercisable for a period of 2 (two) years from the issuance thereof, at an exercise price of
    US $1.20 per share.


 


In
addition, if [**] issues a recommendation letter to its suppliers to use Save Foods products, Save Foods Inc. shall issue
to EBT, subject to the approval of the Board of Directors of Save Foods Inc., which the Board will not unreasonably withhold,
50,000 options to purchase 50,000 shares of Save Foods Inc.’s common stock (as adjusted for any stock dividend, stock split,
stock combination, reclassification or similar transaction occurring after the date hereof) (the “[**] Options”
and together with the Primary Options, the “Options”). The [**] Options shall be exercisable for a period of
2 (two) years from the issuance thereof, at an exercise price of US $1.20 per share.


 


The
Compensation and the Options shall constitute the sole and exclusive compensation for EBT’s services in connection with
and as contemplated by this Agreement, provided that the Options may constitute compensation for several Commercial Transactions.
Payment of Fee to EBT shall be made no later than thirty (30) days following Save Foods’ actual receipt of consideration
received from an Approved Party, and if such consideration is paid and/or forwarded in installments or subject to contingent payments,
the fees will be prorated accordingly and the applicable portion shall be paid within fifteen (15) days from actual receipt by
Save Foods, of each installment or such contingent payments.


 




    	 



     


    

 


For
the avoidance of doubt, EBT shall be entitled to the Compensation as set forth above, only for Commercial Transactions, including
transactions with [**], that were executed during the Compensation Period. [The parties acknowledge EBT shall be entitled to receive
its Compensation provided for herein notwithstanding the expiration or termination of this Agreement.]


 


“Commercial
Transaction” shall mean a binding agreement entered into between Save Foods and an Approved Party, for the sale, license,
distribution or marketing of Save Foods’ products, technology or services.


 


“Net
Revenues” shall mean payments made by the Approved Party (or its affiliate) and actually received by Save Foods, after
deduction of all (a)taxes, tariffs, value added tax, custom duties, import or export levies and any other governmental fee (not
including tax on Save Foods’ income); (b) transportation, freight, handling charges and insurance costs; and (c) discounts,
rebates, allowances, returns, refunds and credits. Save Foods shall provide backup documentation for allowable deductions as reasonably
requested by EBT. For the avoidance of any doubt “Net Revenues” does not include revenues received for sponsored R&D.


 


	 	3.	Term:
    This Agreement shall terminate twelve (12) months from the Effective Date, unless otherwise agreed to by the parties.
    This Agreement may be terminated by either party for any reason, upon 30 days advance written notice Upon termination or expiration
    of this Agreement: (i) EBT shall immediately cease all activities hereunder, and shall no longer represent itself as, or act
    as, a contractor of Save Foods as provided hereunder; and (ii) Save Foods shall continue to pay EBT its Compensation and/or
    Options as provided for herein.
	 	 	 
	 	4.	Warranties
    and Indemnification


 


	 	a.	Save
    Foods warrants and represents that: (1) it has the right and authority to sell the Products for commercial purposes, (2) the
    granting of rights to EBT under this Agreement and the performance of all obligations under this Agreement will not infringe
    or otherwise violate intellectual property or other proprietary or contractual rights granted by Save Foods person or entity,
    and (3) the performance by Save Foods of any obligations or services to be rendered under this Agreement will not conflict
    with or be prohibited or restricted by any agreement with any other party.
	 	 	 
	 	b.	The
    parties hereby agrees to indemnify and hold the opposite party and its affiliates and their officers, directors, members,
    managers, agents, employees, other representatives and their successors and assigns, harmless from and against all actions,
    claims, suits, proceedings, lawsuits, judgments, damages, costs, liabilities, expenses and disbursements, including reasonable
    attorneys’ fees (collectively, “Losses”), arising out of or otherwise relating to any claims of third parties
    against such opposite party relating to a breach by the party of any warranty, representation or condition made or agreed
    to by the party under this Agreement.
	 	 	 
	 	c.	EBT
    represents and warrants to Save Foods that: (a) there is no contractual or other legal restriction preventing or limiting
    it from entering into this Agreement or performing any of its obligations hereunder. EBT shall notify Save Foods in a timely
    manner of any actual or potential conflict of interest that may arise with respect to the services to be provided; (b) it
    has the requisite qualifications, knowledge and experience to perform its obligations under this Agreement and (c) it has
    all licenses and approvals required under applicable law for the performance of the services under this Agreement and shall
    maintain such licenses and approvals for the duration of the Agreement.


 




    	 



     


    

 


	 	5.	Relationship
    Between the Parties.


 


	 	a.	EBT’s
    relationship with Save Foods pursuant to this Agreement is that of an independent contractor, and nothing in this Agreement
    shall be deemed to create any form of principal-agent relationship, partnership, employer-employee relationship or joint venture
    between the parties. EBT shall not be eligible for any employee benefits. EBT’s personnel are not and in no event shall
    be deemed to be Save Foods’ or joint employees. EBT assumes full responsibility for the acts of its employees and contractors
    and for their supervision, direction and control, as well as for their compensation, withholding taxes, social security and
    other taxes or benefits.
	 	 	 
	 	b.	It
    is specifically agreed that EBT has no authority to enter into agreement or contract for or on behalf of Save Foods with any
    Potential Customer (or any of its affiliates), or accept any offers or bind or obligate Save Foods in any way. Without derogating
    from the foregoing, EBT may not (i) make statements or representations concerning Save Foods and/or Save Foods’ business
    that exceed or are inconsistent with the materials provided to EBT by Save Foods; or (ii) make any publication in respect
    of Save Foods, Save Foods’ business, or any public use of Save Foods’ name, logos, trade-marks or marks without
    Save Foods’ prior written approval.
	 	 	 
	 	c.	For
    the avoidance of any doubt, EBT acknowledges and agrees that in carrying out EBT’s obligations under this Agreement,
    EBT (i) shall not make any statements or representations that are in any way inconsistent with information provided by Save
    Foods, (ii) has no authority to make any commitment, undertaking or obligation in the name, or on behalf, of Save Foods, and
    (iii) will not present itself as having any such power or authorities.


 


	 	6.	Confidentiality.


 


The
provisions of the mutual Confidentiality Agreement executed between the parties on the date hereof, attached hereto as Exhibit
B, shall apply to the information exchanged between the parties in connection with this Agreement, and shall apply to
any employee, sub-contractor or other representative of either party that is or will be involved with the provision of the services
contemplated by this Agreement.


 


	 	7.	Miscellaneous:


 


	 	a.	The
    parties agree that this Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof
    and supersedes all prior and contemporaneous written or oral agreements and understandings pertaining to the subject matter
    hereof.
	 	 	 
	 	b.	Neither
    party may assign and/or transfer any of his rights or obligations under this Agreement without the prior written consent the
    party


 




    	 



     


    

 


	 	c.	No
    waiver, modification or amendment of this Agreement or any covenant, conditions or limitations herein contained shall be binding
    unless in writing and duly executed by the party to be charged therewith.
	 	 	 
	 	d.	All
    notices or other communications provided for by this Agreement shall be made in writing and shall be deemed properly delivered
    when (i) delivered personally, (ii) mailed to the parties entitled thereto, by registered or certified mail, postage prepaid
    to addresses designated by the parties, or (iii) delivered by facsimile, the transmittal of which shall be confirmed or by
    email. Notices will be deemed effective on the date of delivery in the case of personal delivery, or three (3) business days
    after mailing or on the date of dispatch in the case of notification by facsimile or email.


 


	 	8.	Governing
    Law and Arbitration. This Agreement shall be construed in accordance with and governed by the laws of the State of Israel.
    Any controversy or claim arising out of or relating to this Agreement shall be determined by arbitration to be held in Tel
    Aviv, Israel, in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution and
    judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.


 


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


 


	Earthbound
    Technologies LLC	 	Save
    Foods Ltd.
	 	 	 	 	 
	By:
    	              	 	By:
    	 
	Name:	 	 	Name:	 
	Title:
    	 	 	Title:
    	 


 




    	 



     


    

 


Exhibit
A


 


List
of Approved Parties


 


	Name
    of the Approved Party	 	Date
    of becoming an Approved Party
	[**]	 	June
        2020

         

	[**]	 	July
    2020


 




    	 



     


    

 


Exhibit
B


 


Confidentiality
and Non-Disclosure Agreement 


 


This
Confidentiality and Non-Disclosure Agreement (the “Agreement”), dated 1st day of June, 2020 (the
“Effective Date”) is made and entered by and between Save Foods Ltd. (the “Company”),
and Earthbound Technologies, LLC ( “EBT”) pursuant to the Commission Agreement between the parties dated September
18th, 2020 (the “Commission Agreement”). Capitalized terms used and not otherwise defined herein
shall have the respective meaning assigned to them in the Commission Agreement.


 


1.
In this Agreement, a “Disclosing Party” shall be that party dicslosing Confidential Information (as defined herein).
A “Receiving Party” shall be that party receiving Confidential Information.


 


2.
In this Agreement “Confidential Information” means all information disclosed by a Disclosing Party to a Recipient,
whether of a technical, business or other nature, in tangible or intangible form, on any media, including without limitation,
inventions (whether patentable or not and whether registered as patent or not), ideas, know-how, trade-secrets, concepts, methods,
designs and information related to the technology, business plans, projections, trade secretsfinancial information, marketing
information and other business affairs of a Disclosing Party.


 


3.
Ownership; Purpose. All Confidential Information is and shall remain at all times, the property of a Disclosing Party and
no use of Confidential Information is permitted except for the purpose of providing by EBT the services and/or obligations of
a party detailed in the Commission Agreement (the “Purpose”), subject to the terms and conditions of this Agreement.


 


4.
Use and Protection. The Recipient shall at any and all time: (i) treat and maintain all Confidential Information in the
strictest confidence, using the same degree of care that the Recipient uses to protect its own Confidential Information, and at
least a reasonable degree of care; (ii) not disclose any Confidential Information to any third party without the prior written
consent of Disclosing Party; (iii) not disclose any Confidential Information to any of its employees, except to those employees
who have a “need to know”, are bound by confidentiality agreement and must be directly involved in the use of Confidential
Information for the purposes of this Agreement; (iv) be responsible for the compliance of those employees who have a “need
to know” with the provisions of this Agreement; and (v) not disassemble, decompile, reverse engineer or make any copies
of Confidential Information (in any medium whatsoever) without the explicit prior written consent of the Disclosing Party; (vi)
use the Confidential Informatuion only for the Purpose.


 


The
parties agree, and acknowledge that the Confidential Information may be considered as Insider Information and/or Material Nonpublic
Information (as these terms are defined in the Israeli Securities Law, 5728-1968, and in the U.S. Securities Act of 1933, collectively
the “Securities Laws”), and the parties, their employees and/or anyone on their behalf’s shall refrain
from any action that might be considered as use of Insider Information and/or Material Nonpublic Information, according to the
Securities Laws.


 


5.
Exceptions. Confidential Information does not include specific information which (i) becomes public knowledge without a
breach of this Agreement by the Recipient or any third party; (ii) is disclosed to a Recipient by a third party lawfully entitled
to make such disclosure; or (iii) is required to be disclosed by law or court order (provided that the Recipient promptly notifies
the other partyof such potential required disclosure and assists such other party in preventing or limiting such disclosure).


 


6.
Return of Confidential Information. Upon the first request of a Disclosing Party, the Recipient shall promptly return to
the Disclosing Party all Confidential Information including any copies thereof, which were at any time in the possession of the
Recipient and all materials (in any medium whatsoever) which contain or embody Confidential Information.


 




    	 



     


    

 


7.
No License. The disclosure to a Recipient of Confidential Information or its use hereunder shall not be construed in any
way to grant such Recipient any right or license with respect to Confidential Information other than the right to use Confidential
Information strictly in accordance with the terms of this Agreement.


 


8.
No Representations. The disclosure to a Recipient of Confidential Information hereunder shall not be construed as placing
any obligation on the Disclosing Party to disclose any particular information to the Recipient. THE CONFIDENTIAL INFORMATION IS
PROVIDED TO RECIPIENT AS IS, WITHOUT GIVING ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO.


 


9.
Injunctive Relief. The Recipient understands that any violation of this Agreement may cause immediate and irreparable harm
to the Disclosing Party, which monetary damages cannot adequately remedy. Without prejudice to rights and remedies according to
the rule of law, the Recipient therefore agrees that injunctive relief may be sought against it, in order to remedy, or to prevent
a violation hereof.


 


10.
Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.
Any controversy or claim arising out of or relating to this Agreement shall be determined by arbitration to be held in New York,
New York, in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution and judgment
on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.


 


11.
The provisions of this Agreement shall survive the termination of this Agreement and the Commission Agreement.


 


IN
WITNESS THEREOF THE PARTIES DULY EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE SPECIFIED ABOVE.


 


	Earthbound
    Technologies LLC	 	Save
    Foods Ltd.
	 	 	 	 	 
	By:
    	 	 	By:
    	 
	Name:	 	 	Name:	 
	Title:
    	            	 	Title: