**Exhibit10.3**

 

**ADMINISTRATIVESERVICE AGREEMENT**

 

THISADMINISTRATIVE SERVICE AGREEMENT (the "**Agreement**") is executed on November 30, 2015 (the "EffectiveDate"), by and between Eviation Ltd., a company in the process of incorporation (the "**Company**"),represented by Mr. Aviv Tzidon and Mr. Michael Ilan, acting as entrepreneurs on behalf of the Company and Phinergy Ltd.,company number 514354786, with registered address at 2 Yodfat Street, Lod, Israel, 7129104 (the"Phinergy").

 

**RECITALS**

 

**WHEREAS,**the Company is engaged in the field of electric and hybrid electric powered aircrafts (the "Company's Field"); and

 

**WHEREAS,**Phinergy is engaged in the field of metal air energy systems (the "Phinergy's Field"); and

 

**WHEREAS,**the Company desires to retain Phinergy to perform ongoing Services (as defined below); and

 

**WHEREAS,**Phinergy desires to perform such Services, all pursuant and subject to the terms and conditions set forth herein.

 

**AGREEMENT**

 

NOW,THEREFORE, in consideration of the terms and conditions and mutual agreements contained herein, it is agreed as follows:

 

**1       PREAMBLEAND INTERPRETATION**

 

1.1.       Thepreamble and Exhibits to this Agreement constitutes an integral part thereof.

 

1.2.       Theheadings to the sections in this Agreement are intended solely for

 

convenience,and shall have no significance in the interpretation of this Agreement,

 

**2.       THESERVICES**

 

2.1.       As of the Effective Date hereof, the Company hereby hires and retains Phinergy to perform the following services: (i) administrativeand general services (including secretarial and management services); (ii) human resources services; (iii) accountancy and bookkeepingservices; office space (including telephone and fax and data communication, cleaning services for the office space) and any othersimilar services to be agreed by the parties from time to time (collectively, the "Services"), all in accordance withthe instructions, guidelines and timetables for performance, provided from time to time by the Company to Phinergy.

 

2.2.       Tice Company and Phinergy shall periodically consult to define the current scope of the Services and shall developsuch schedules and specifications including *the*personnel and facilities to be utilized in conducting the Servicesand containing a statement of purposes and goals of the Services, all in such detail as may be practical under thecircumstances, as the same may from time to time be amended, modified or supplemented.

 

 

 

**3.       REPRESENTATIONS**

 

3.1.       Phinergyhereby warrants and represents towards the Company that it: (a) has the skill, expertise, experience, qualification, knowledgeand ability required to provide the Services; (b) is not prevented or barred, in any way, from entering this Agreement and providingthe Services to the Company hereunder, and the performance of the Services thereby to the Company hereunder shall not conflictor cause the breath of any agreement, undertaking or law to which it is subject or bound, including without limitation, any confidentialityor non-competition agreement, and does not require the consent of any person or entity; and (c) it shall perform the Servicesin accordance with applicable law.

 

**4.       SERVICESFEE**

 

4.1.       Inconsideration for the performance of the Services by Phinergy and for all of Phinergy's other undertakings and obligationsin connection therewith, Phinargy shall be entitled to receive a remuneration, to be calculated on the basis of actual cost toPhinergy, pursuant to the following principals:

 

4.1.1.Once every calendar quarter, the Parties shall calculate the exact amount owed by the Company to the Service Provider in accordancewith actual scope of services retained by the Company pursuant to the *fees*table under Exhibit A attached hereto,as may be amended by *the*Parties from time to time, as well as pursuant to the relative portion of the Company in the expensesincurred in connection to the office space (including with respect to the rent, electricity, municipal taxes, etc.), all as furtherdetailed in the attached Exhibit A (the "Services Fee"). Applicable V.A.T shall be added to the Service Fee.

 

4.1.2.The Service Fee shall be paid to Phinergy after the Company has withheld any amounts which are subject to a withholding tax underlaw, unless Phinergy has provided the Company with an applicable official tax exemption. Payment of the Services Fee shall bemade directly to Phinergy or to such bank as is designated by Phinergy against a valid invoice issued by Phinergy. The ServiceFee shall be paid no later than on the 25th day of the month following the end of each calendar quarter for which theService Fee is due.

 

4.2.       Phinergyshall be solely responsible for and bear all liability with respect to payment of any and all taxes, levies,insurances, contributions and other liabilities, charges, dues or impositions applicable thereto, in all jurisdictions havingauthority to tax Phinergy, including without limitation, with respect to the consideration provided to Phinergy by theCompany in accordance with this Agreement to be attached.

 

4.3.       Theremuneration stipulated in this Section 4 shall constitute final and complete compensation for the Services rendered byPhinergy. *Save*as specifically provided herein, Phinergy shall not, directly or indirectly, receive in connection withthe performance of the Services for the Company, *any*compensation or benefit of any kind from the Company or from any othersource.

 

2

 

 

4.4.       Phinergyshall keep and maintain adequate books, records and files to enable it. to furnish complete and accurate informationto the Company regarding all aspects of the Services and expenditures of funds. The Company shall have the right, uponreasonable notice and at its expense, to inspect, audit, or have an audit performed of Phinergy's books and records relatingto the expenditure of funds under this Agreement.

 

**5.       CONFIDENTIALITY,NO INVENTIONS**

 

***Confidentiality.***

* *

Phinergyacknowledges that in the framework and/or as a result of its engagement by the Company it may (or may have) receive(d), learn(ed),he(en) exposed to, obtain(ed), or have (or had) access to information relating to the Company, its business and activities, includingwithout limitation any commercial, financial, business, professional, technical, technological information, including informationregarding the Company's products, inventions, patents, developments, processes, specifications, know-how and trade secrets, waysor methods of making business, information regarding marketing, operations, plans, activities, policies and procedures, customers,suppliers, business partners, etc., including information of third parties, all whether or not marked confidential (the "ConfidentialInformation"), which is highly confidential and of great value to the Company and constitutes professional and commercialsecrets, and its unauthorized disclosure or use will cause severe damage and losses.

 

5.2.       Phinergyconfirms that it is aware that in the framework and/or as a result of its engagement by the Company it may alsoreceive and/or be exposed to confidential information of third parties with respect to which it is also obliged hereunder,and with respect to which the Company may have a duty of confidentiality and non-use towards said third parties such that anyunauthorized disclosure or use thereof could result in the Company's breach of its contractual obligations.

 

Phinergyundertakes to maintain the Confidential Information in strict confidence at all times and not to, directly or indirectly, whetherin writing or otherwise, communicate, publish, reveal, describe, divulge or otherwise disclose or make available the ConfidentialInformation or allow its exposure or disclosure, in whole or in part, to any person or entity and not to use the ConfidentialInformation for any purpose other than for the performance of its Services hereunder; all during the period of this Agreementand thereafter, without any limitation of time. Notwithstanding, said undertakings shall not apply to information that Phinergycan prove to be: (a) generally available to the public not as a result of any fault of Phinergy; or (b) already known to Phinergy,at the time of receiving such information, without any confidentiality and/or use restrictions, from sources other than the Companyor in relation to its engagement by the Company; or (c) subsequently furnished to Phinergy, without any confidentiality and/oruse restrictions, by a third party without breaching a confidentiality obligation; or (d) required to be disclosed pursuant toan order of a court of competent jurisdiction or by applicable law or regulation, provided however, that (a) such disclosure ismade only to the extent and solely to the recipient legally required; and (b) the Company is provided with prior written noticeof such legal requirement and with the opportunity to oppose the disclosure or obtain a protective order.

 

5.4.       Uponthe earlier of the Company's request or upoa termination of this Agreement, Phinergy shall return to the Company anyand all documents and other tangible materials containing Confidential Information such that no copies or samples ofConfidential Information shall remain with it.

 

3

 

 

5.5.       Phinergyconfirms that all Confidential Information made available to or received by it remains the exclusive property of the Company,and no license or other rights therein or thereto is granted.

 

*NoInventions.*

* *

5.6.       The scope of the Services to be performed by Phinergy does not involve any technological research and/or any product developmentwork or other research and development activities and therefore no inventions, development, or related intellectual property rightsare expected to be created in the framework of the Services.

 

**6.       RELATIONSHIPOF THE PARTIES**

 

6.1.       Itis expressly clarified that *in*rendering the Services hereunder, Phinergy shall act solely as an independentcontractor and neither this Agreement nor the performance hereof shall be construed as creating between the Company andPhinergy, any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship, andneither party hereto shall be liable for the debts or obligations of the other. Phinergy understands and agrees that exceptas specifically provided in this Agreement, the Company does not grant Phinergy, the right or authority to make or give anyagreement, warranty or other commitment, or to create any obligation of any kind, on behalf of the Company unless expresslyso authorized in writing by the Company.

 

6.2.       Withoutderogating, it is specifically clarified that: (a) no employer-employee relationship is formed between the Company andPhinergy and/or its delegates, and Phinergy and/or delegates shall not be entitled to any social or other benefits ofemployment, nor shall the Company provide it with any contributions or benefits which might be expected in anemployer-employee relationship; (b) without derogating from the above, the Company shall carry third party health andaccident insurance, to provide compensation to cover for Phinergy should it deem necessary; (c) Phinergy shall be solelyresponsible to report and pay any and all contributions for taxes, national insurance, health insurance and any othermandatory payments and/or other benefits arising in connection with the performance of this Agreement.

 

63.       Phinergyshall not make any commitment or enter into any agreement or take any obligation on behalf of the Company, unless hewas specifically instructed and authorized to do so in advance and in writing by the Company. Any and all actions andomissions of Phinergy are actions and omissions of an independent contractor acting at its own risk and responsibility.

 

**7.       TERM*AND*TERMINATION**

 

7.1.       ThisAgreement is *effective*as of the Effective Date and will remain in full force and effect, unless terminated byeither party in accordance with the provisions of this Section 7.

 

7.2.       Each party may terminate this Agreement by providing the other party with 60 days' prior written notice to that effect.

 

4

 

 

7.3.       Inaddition, this Agreement may be terminated immediately by either party by giving termination notice if the otherparty: (a) becomes subject or party to proceedings in bankruptcy, winding up or liquidation (b) makes any assignment for thebenefit of its creditors or (a) contravenes any one or more of the provision hereof; (c) breaches of any of the undertakingsin Section 5 of this Agreement, or any other material breach of this Agreement; or (ii) breaches this Agreement, which breachhas not *been*cured within 14 (fourteen) *days*of receipt of notification from the other party of saidbreach.

 

7.4.       Inthe event of termination in accordance with any of the provisions of this Agreement, neither party shall be liable tothe other because of such termination for compensation, reimbursement or damages on account of the loss of prospectiveprofits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with thebusiness or goodwill or Phinergy or the Company.

 

**8.MISCELLANEOUS**

 

8.1.       *GoverningLmv and Jurisdiction.*This Agreement shall be governed by the laws of the State of Israel, without reference to conflict oflaws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction and venue of the competentcourts of Tel Aviv Jaffa, and the parties consent to the personal and exclusive jurisdiction and venue of these courts.

 

8.2.       *EntireAgreement.*This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matterherein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of anyrights under this Agreement, shall be effective unless in writing signed by the party to be charged.

 

8.3.       *Severerbiliv.*If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such provision(s)shall be limited or excluded to the minimum extent necessary such that this Agreement shall otherwise remain in full force andeffect and enforceable in accordance with its terms.

 

8.4.       *Notices.*Any notice required or permitted by this Agreement shall be in writing

 

andshall be deemed given if sent by prepaid registered or certified airmail, return receipt requested (if available), or sent byfacsimile or similar communication, and confirmed by such airmail, postage prepaid, addressed to each respective party at itsprincipal address.

 

8.5.       *Nora Assignability and Binding Effect.*Phinergy shall not, without the prior written consent of the Company, assign thisAgreement in whole or in part or delegate any right or duty hereunder to any third party, sub-agent or representative. Any attemptedassignment not having such consent shall be void and without effect.

 

8.6.       *Counterparts.*This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

 

5

 

 

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

 

 

 

6