Exhibit 10.16


 


SERVICES AGREEMENT


 


This Services Agreement (this “Agreement”) is entered
into as of November 28, 2021 (the “Effective Date”) by and between Jeff s Brands Ltd., a company incorporated under the
laws of the State of Israel, located at Hanechoshet 3, Tel Aviv (the “Company”), and Mr. Victor Hackmon, I.D number
033847799 (the “Service Provider”). Each of the Company or the Service Provider may be referred to as a “Party”
and collectively the “Parties”.


 


WHEREAS Service
Provider desires to render the Services (as defined below) to the Company as set forth herein; and,


 


WHEREAS Despite
the Company offering the Service Provider to be engaged as an employee, Service Provider nevertheless requested to be engaged as an independent
contractor; and,


 


WHEREAS Company
wishes to retain Service Provider, as an independent contractor, in order to provide Company with the Services, on a non-exclusive basis,
pursuant to and in accordance with the terms and conditions set forth hereunder.


 


NOW THEREFORE, in consideration of the
premises and mutual covenants and agreements herein, the Parties, intending to be legally bound, hereby agree as follows:


 


1. Engagement


 


		1.1.	Company’s obligations, warranties and representations hereunder
are subject in all manners and respects to the Company’s securing all requisite corporate consents in connection thereto.



 


		1.2.	Subject to the terms and conditions set forth hereunder, Company
retains Service Provider to provide Company with certain management, business consulting services, on the basis of the scope prescribed
under Exhibit A attached herewith (the “Services”).



 


		1.3.	Service Provider shall make himself available to perform the
Services in accordance with the Company’s needs and instructions, at a scope determined from time to time by the Company (as shall be
reasonably communicated in advance to the Service Provider), and as further described in Exhibit A. The Service Provider
understands that the scope, hours and locations per which the Company requires the Services to be rendered may change, and the Service
Provider shall make himself available to render the Services, as required by the Company. The Company makes no representations or commitment
regarding the overall capacity, scope or hours required to be devoted by the Service Provider in rendering the Services.



 


		1.4.	Service Provider understands and acknowledges that Service Provider
shall adhere and be subject to all applicable policies adopted by the Company, if and when applicable (including without limitations,
anti-insider trading policy).



 


2. Representations and Warranties 


 


The Service Provider warrants to the Company as follows:


 


		2.1.	He is not a party to any contract or agreement preventing him
from entering into this Agreement and carrying out his obligations hereunder, and such do not violate, conflict with or constitute a
default under applicable law, nor give rise to any conflict of interest.



 


		2.2.	He is not a party to any agreement, which would prevent him
from fulfilling his obligations under this Agreement and that during the Term of this Agreement (as defined below), and agrees that he
will not enter into any agreement to provide services which would in any way prevent or otherwise limit him from providing the Services
contemplated under this Agreement.



 


		2.3.	When executed, this Agreement shall become his legal, valid
and binding obligation, fully enforceable in accordance with the Agreement’s terms.



 


		2.4.	He has the expertise, knowledge and capacity necessary to carry
out his obligations under this Agreement.



 




     


    


    

 


0. Consideration


 


		3.1.	For the performance of the Services, during the Term, the Service
Provider shall be entitled to the fee prescribed under Exhibit B attached herewith (the “Fee” or “Consideration”).



 


		3.2.	The Service Provider shall bear any applicable tax in connection
with the Fee. The Company shall withhold such amounts as required under applicable law.



 


		3.3.	The Fee shall constitute the sole, full and final payment for
the Services rendered pursuant to this Agreement and the Service Provider shall not be entitled to any further payment (including any
reimbursement) in connection therewith, unless otherwise approved in advance and in writing by the Company.



 


1. Term and Termination 


 


		4.1.	The term of the engagement shall commence on March 7, 2021,
and continue to be in force (the “Term”) thereafter, unless terminated by either Party, for any reason, by providing
the other Party with a sixty (60) days prior written notice. The above notwithstanding, the effectiveness of this Agreement and the commencement
of the Term shall be further subject to-



 


		4.1.1	Consummation of the Company’s first underwritten public offering
of its ordinary shares to the public, pursuant to an effective registration statement under the United States Securities Act 1933, as
amended, or the securities law of any other jurisdiction; and,



 


		4.1.2	Receipt of all corporate approvals required in connection thereto.



 


		4.2.	Notwithstanding anything to the contrary herein, the Company
may terminate this Agreement due to a breach by the Service Provider (including without limitations, regarding his representations set
forth herein), which was not cured within seven (7) days from receipt of notice of such breach; or immediately, while providing a prompt
notice, due to a material breach of the Service Provider (including without limitations, in the event of deceptive business practices
or unethical conduct whatsoever, whether or not related to the Services).



 


		4.3.	Furthermore, the Company may forthwith terminate this Agreement
for Cause. “Cause” means such circumstances justifying dismissal without provision of prior notice under the laws of
the State of Israel, and may include (a) conviction of Service Provider in felony or crime involving moral turpitude; (b) actions taken
in the intent to harm the Company; (c) fraud, self-dealing, embezzlement of funds of Company or its subsidiaries; (d) falsification of
Company’s or subsidiaries’ records or reports; (e) material breach of Service Provider’s fiduciary duties or duties of care; (f) breach
of the confidentiality, proprietary information and non-compete provisions set forth in Exhibit C; (g) any other circumstances
under which severance pay (or part of them) may be denied from the Service Provider upon termination of employment under the applicable
Israeli law had he been employed by Company.



 


2. Confidentiality, Intellectual Property Assignment
and Non-Competition 


 


The Service Provider undertakes
to fully comply with the Confidentiality, Intellectual Property Assignment and Non-Competition provisions set forth in Exhibit C.


 


3. Scope of Relationship 


 


		6.1.	The relationship between the Company and Service Provider shall
be that of independent contractors. Neither Party is a partner, joint-venturer, agent, employee or legal representative of the other.
The Service Provider shall have no authority to assume or create any obligation on behalf of the Company, to bind the Company or to represent
himself as such to any third party. Service Provider shall bear all taxes, social and fringe benefits required under any applicable law
and shall not receive nor be entitled to overtime pay, insurance, paid vacation, severance payments or similar fringe or employment benefits
from the Company.



 




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		6.2.	The Service Provider affirms that this Agreement does not create
any employee relationship between the Service Provider and the Company.



 


		6.3.	Without derogating from the above, Service Provider shall reimburse
and compensate the Company in the event that the Company is required to pay any sum of money to the Service Provider and/or the Service
Provider’s heirs and/or dependents and/or to the National Social Security Authority and/or the tax authorities and/or any other party
that sues in the name of the Service Provider or on Service Provider’s behalf, for any rights deriving from a status of an employee of
the Company.



 


		6.4.	If, despite the Parties’ express representations and agreements
hereunder, the Service Provider shall, at any time, be determined by a court of competent jurisdiction or by any other governmental authority,
that employer-employee relations exist between the Company and Service Provider, and as a result of such decision Service Provider shall
become entitled to any rights and/or payments resulting from the existence of such relations, and/or the Company shall be required to
bear any additional expenses or costs (including without limitation any taxes or obligatory payments to the tax authorities or the National
Insurance authorities) then the Parties agree and undertake that the “salary” to which Service Provider may be entitled for
the Services as such deemed employee of the Company hereunder shall be equal to 60% of the Fees actually paid to Service Provider, and
the remaining 40% shall be deemed as payment on account of any and all social and fringe benefits which Service Provider would have otherwise
been entitled to as an employee and/or any other additional costs which Company should have borne with respect to Service Provider’s
engagement, had he had been engaged as an employee of the Company.



 


		6.5.	The obligations of the Service Provider set forth under this
Section 6 shall survive the termination or expiration of this Agreement, regardless of reason.



 


7. Miscellaneous 


 


		7.1.	Service Provider shall not assign any of his obligations and/or
rights under this Agreement without the Company’s prior written consent. The Company may assign its rights and/or obligations set forth
herein; provided that, none of the Service Provider’s rights shall be adversely affected by such assignment.



 


		7.2.	This Agreement, including its Exhibits, when signed by the authorized
representatives of the Parties hereto, shall constitute the sole and entire agreement between the Parties, with respect to the subject
matter of this Agreement, and shall supersede any and all prior agreements, whether oral or written.



 


		7.3.	No amendment or waiver to this Agreement shall be effective
unless in writing and signed by authorized representatives of the Parties.



 


		7.4.	Any notices to be given hereunder shall be served on a Party
by prepaid registered letter, facsimile, or email to its address given herein or such other address as may from time to time be notified
for this purpose. Any notice given by letter shall be deemed to have been served four (4) days after the time at which it was posted
and any notice given by facsimile or email shall be deemed to have been served twenty four (24) hours after it is dispatched.



 


		7.5.	This Agreement shall be governed by and construed in accordance
with the laws of the State of Israel, without regard to its rules regarding conflict of laws. The competent courts located in the district
of Tel-Aviv, Israel, shall have exclusive jurisdiction with respect to any claims or disputes arising out of or concerning this Agreement.
The provision of this sub section shall survive the termination or expiration of this Agreement, regardless of reason.



 


[Signatures Page Below]


 




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IN WITNESS WHEREOF, the Parties hereto have executed
this Agreem t as of the date first above written.


 


	/s/ Jeff’s Brands Ltd.	 	/s/ Victor Hackmon
	Jeff’s Brands Ltd.	 	Victor Hackmon


 




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Exhibit A


 


Full time scope.


 


Such services equivalent to the functions fulfilled by Company’s CEO.


 






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Exhibit B


 


Consideration


 


		1.	Fee. For rendering the Services in accordance with the provisions of the Agreement, the Service
Provider shall be entitled to the following to a monthly consideration of US$11,000 plus VAT (if applicable), against duly issued invoices.



 


		2.	Payment. The Fee shall be paid to the Service Provider no later than the 9th day of the month,
following the month per which the Fee is due. The Fee shall be pain in NIS according to the exchange rate of 3.3 NIS/US$.



 


		3.	Full Consideration.
                                            The Consideration specified under this Exhibit constitutes the full consideration which the
                                            Service Provider be entitled to, unless otherwise expressly agreed upon by the Parties.



 






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EXHIBIT C


Confidentiality, Intellectual Property Assignment
and Non-Competition





 


1. Secrecy


 


(a) The
Service Provider recognizes and acknowledges that its access whether prior to the date hereof or thereafter, to the trade secrets and
confidential or proprietary information (collectively, the “Confidential Information”) of the Company and the Company’s
subsidiaries and other affiliates (collectively, the “Companies”), is essential to the services Service Provider is giving
to the Companies (the “Services”).


 


By way of illustration and not limitation,
such Confidential Information shall include (i) ally and all information concerning the business and affairs of the Companies, product
specifications, data, know-how, compositions, processes, formulas, methods, designs, samples, inventions and ideas, past, current and
planned development or experimental work, current and planned distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code),
computer software and database technologies, systems, structures and architectures (and related processes, algorithms, compositions, improvements,
know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of the Company, and any other information, however
documented of the Companies; (ii) ally and all information concerning the business and affairs of the Companies (which includes historical
financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) all derivatives, improvements
and enhancements to the Company’s technology which are created or developed in relation to the Services; and (iv) information of third
parties as to which the Company has an obligation of confidentiality; and (v) any and all notes, analysis, compilations, studies, summaries,
and other material prepared by or for the Companies containing or based, in whole or in part, on any information included in the foregoing.


 


The Confidential Information shall not include
information which: (i) has become publicly known and made generally available through no wrongful act of Service Provider of others who
were under confidentiality obligations as to the information involved; (ii) was known to the Service Provider prior to its involvement
with the Companies; or (iii) is required to be disclosed as a result of court order to other legal process, provided, however, that Service
Provider shall limit disclosure the required minimum, and will promptly notify the Company of the request to disclose the Confidential
Information and the parts thereof that will, or have been disclosed.


 


(b) Service
Provider further recognizes and acknowledges that such Confidential Information is a valuable and unique asset of the Company’s, and that
its use or disclosure (except use or disclosure as required for giving the Companies the Services) would cause the Company substantial
loss and damages. Service Provider undertakes and agrees that it will not, in whole or in part, disclose such Confidential Information
to any person or organization under any circumstances (except use or disclosure as required for giving the Companies the Services), will
not make use of any such Confidential Information for Service Provider own purposes or for the benefit of any other person or organization,
and will not reproduce any of the Confidential Information without the Company’s prior written consent.


 


(c) Service
Provider will not disclose or otherwise make available to the Companies in any manner any confidential information received by Service
Provider from third parties.


 


(d) The
obligations set forth in this section are perpetual, and shall survive termination of any agreement regarding Services given to the Company
by the Service Provider.


 


(e) Service
Provider further recognizes and acknowledges that the Company has received and in the future will receive from third parties their confidential
or proprietary information subject to certain limited purposes. Service Provider
agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm
or corporation or to use it except as necessary in giving the Company the Services consistent with the Company’s agreement with the third
party.


 




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2. Return of Materials.


 


Upon termination of any agreement regarding
the Services, or at the request of the Company before such termination, Service Provider will promptly deliver to the Company all copies
of all written and tangible material, in Service Provider’s possession or under Service Provider’s control, incorporating the Confidential
Information or otherwise relating to the Company’s business, without retaining any copies thereof. The obligations set forth in this subsection
shall survive termination of any agreement regarding the Services between Service Provider and the Company.


 


3. Ownership of Property and Rights


 


(a) Exclusive
Property. Service Provider confirms that all Confidential Information and Works are, will be, and shall remain the exclusive property
of the Company including all intellectual property rights therein under patent, copyright, trade secrets and similar laws in all countries
throughout the world. All business records, papers and documents however documented kept or made by Service Provider as part of the Services
given by it to the Company shall be and remain the property of the Company.


 


For the purpose of this section, the term
“Works” shall mean any and all works, projects or Inventions (as defined below) performed and/or developed by Service
Provider for or used by the Companies or otherwise included in the source code or object code of the Company’s products or otherwise used
in the business of the Companies whether made prior or after the date of this Agreement.


 


(b) Assignment
& Waiver. Service Provider hereby assigns and waives to the Company, without additional consideration to Service Provider, the
entire right, title and interest in the Works and to any ideas, inventions, original works of authorship, developments, improvements,
modifications, enhancements, trade secrets, and in and to any documentation, software, hardware, firmware, creative works, know-how and
information, conceived or reduced to practice, in whole or in part, by Service Provider during Service Provider’s period giving the Company
the Services, or caused to be conceived or reduced to practice, during the above period, and/or related to the Companies’ business, whether
or not patentable, copyrightable or otherwise protectable, and Service Provider assigns to the Company as above stated, the entire right,
title and interest in and to any proprietary rights therein or based thereon including all intellectual property rights therein under
patent, copyright, trade secrets and similar laws in all countries throughout the world (collectively, the “Inventions”).
This assignment applies to all Works and Inventions created before, on and after the date of this Agreement, and also includes the
right to sue for and recover damages for any past, present and/or future infringement of any of the Works and/or Inventions.


 


It is hereby clarified that Service Provider
waives any right it may have to royalties or any other payment from the Company with regard to the assigned Inventions and/or Works. Service
Provider undertakes that its employees shall be bound by intellectual property assignment obligations to allow Service Provider to meet
its obligations hereunder.


 


(c) Perfection
of Rights. Service Provider shall provide all assistance the Company may request, and shall execute, verify and deliver such
documents and perform such other acts (including appearing as a witness) the Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignment thereof, as set forth above. Service
Provider’s obligation to assist the Company with respect to proprietary rights in any and all countries shall continue beyond
the termination of any agreement between the Company and Service Provider regarding the Services, but the Company shall compensate Service
Provider at a reasonable rate after termination of such agreement for the time actually spent by Service Provider at the Company’s request
on providing such assistance.


 




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( ) Service Provider
represents and warrants that except for the Company’s rights in the Inventions and/or the Works, no other third party has any rights whether
contractual, by law or otherwise from any kind whatsoever in the Inventions and/or the Works or in any intellectual property rights relating
thereto. Service Provider further represents and warrants that it has not granted to any third party any licenses in and to any of the
Works, Inventions or any of the intellectual property rights relating thereto.


 


(a) Survivability.
The obligations set forth in this section are perpetual, and shall survive termination of any agreement regarding Services given to the
Company by the Service Provider.


 


(0 Attorney-in-fact.
If the Company is unable because of the Service Provider’s mental or physical incapacity or the Service Provider’s refusal to cooperate
with the Company after receiving the Company’s request pursuant Section 3(c) above to secure the Service Provider’s signature to application
for any Israeli or foreign patent or copyright registration covering Inventions, Works or original works of authorship assigned to the
Company as set forth above, Service Provider hereby irrevocably designates and appoints the Company and its duly authorized officers and
agents as Service Provider’s agent and attorney-in-fact, to act on behalf and instead to execute and file any such application and to
do all other lawfully permitted acts to further the prosecution and issuance of letter patent or copyright registration thereon with same
legal force and effect as if executed by the Service Provider.


 


4. No Solicitation;
Non-Compete.


 


For so long as Service Provider is giving
Services to the Company and continuing for twelve (12) months after the termination or expiration of any agreement between the Service
Provider and the Company regarding such Services, Service Provider shall not, directly, or indirectly:


 


		(a)	solicit, endeavor to entice away from the Companies or otherwise interfere with
the relationship of the Companies with any person or organization who is, or was within the preceding 6 months, a customer of the Companies,
or who is employed by the Companies; or



 


		(b)	engage in, be employed by, or have any connection with any business or venture
that is engaged in any activities competing with those of the Companies.



 


	
    By: Mr. Victor Hackmon Signature:
	 	Date: November 28, 2021 


 


 


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