**Exhibit 10.1**

 

**GURUNET ISRAEL, LTD.**

**AMENDED AND RESTATED**

**EMPLOYMENT AGREEMENT**

 

Thisamended and restated employment agreement (the “Agreement”) is effective as of March 1,2008 (the “**Effective Date**”), byand between **GuruNet********Israel, Ltd.**, an Israeli company with its principal placeof business at the Jerusalem Technology Park, the Tower, Jerusalem 91481 (the “**Company**”) and **Caleb Chill**, I.D. No. 013886841, of 33 Hapardes Street, KiryatOno, 55525, Israel(the “**Employee**”).

 

Recitals

 

Whereas,the Company desires to continue to employ the Employee in the position of VicePresident General Counsel & Corporate Secretary.

 

Now,therefore, it is hereby agreed by and between the parties as follows:

 

**1.****    ****Preamble; Exhibits**

 

The preamble to this Agreement and anyExhibits thereto are an integral part of this Agreement.

 

**2.****    ****Job Description**

 

TheEmployee shall be responsible for the legal department. He shall reportdirectly to the Chief Executive Officer or to whichever person the Companyshall indicate from time to time in its discretion. The description ofresponsibilities set forth herein shall serve as a general statement of theduties, responsibilities and authority of the Employee. Additional duties,responsibilities and authority may be assigned to the Employee from time totime in the Company’s sole discretion. The terms of the Employee’s employmentshall also be governed, insofar as relevant, by the Company’s Employment PolicyHandbook, the provisions of which, as amended from time to time, are herebyincorporated into this Agreement by reference as well as by Company-wide memorandadistributed from time to time and by any applicable law.

 

**3.****    ****Work Hours**

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The Employee shall be employed by the Companyon a full-time basis, namely for not less than forty-five (45) hours per week(inclusive of mealtime). It is agreed that the Employee is being employed in aposition that requires a special degree of skill and devotion, requiring aspecial relationship of trust between the Company and the Employee, and mayrequire work outside of and/or beyond the Company’s normal business hours,which hours cannot be overseen by the Company. It is therefore agreed that theremuneration referred to in Section 5, below, shall cover any additionaltime devoted by the Employee in excess of normal working hours, and no compensationfor overtime as defined and set forth in the Hours of Work and Rest Law - 1951shall be payable.

 

**4.****    ****Term of Agreement**

 

This Agreement shall take effect upon theEffective Date and remain in effect indefinitely, unless it is earlierterminated as hereinafter provided.

 

**5.****    ****Monthly Salary and Benefits**

 

5.1. The Employee’s monthly salary shall beas follows:

 

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5.1.1.**      **TheEmployee shall receive a monthly gross salary of Forty-Five Thousand NewIsraeli Shekels (45,000 NIS) (the “Salary”). The Employee’s salary shall be paid monthly in arrears.

 

5.1.2.**      **TheEmployee shall not be entitled to receive from the Company any salary orpayment of any kind other than the Salary and other payments specifically setforth in this Agreement.

 

5.2.**   **OtherTerms of Employment

 

5.2.1.**      **Expenses: The Employee shall be entitled, inaccordance with the Company’s standard policy in effect from time to time, tobe reimbursed for expenses incurred in connection with Company business and forother expenses in Israel and abroad when supported by appropriate vouchers,receipts or other proof of the Employee’s expenditures.

 

5.2.2.**      **ContinuingEducation Fund: The Employeeshall be entitled to participate in the Company’s continuing education fund (*Keren*Hishtalmut). The Company shallcontribute an amount equal to seven and a half percent (7.5%) of the Employee’sSalary and shall deduct two and a half percent (2.5%) of the Employee’s Salaryand transfer it as the Employee’s contribution. The Employee consents to the deductionof this amount as his/her contribution to the continuing education fund. TheCompany’s contributions will continue only up to the permissible tax-exemptsalary ceiling according to the income tax regulations in effect from time totime.

 

5.2.3.**      **ReserveDuty: The Employee shall beentitled to receive his/her full Salary and other payments while performingreserve duty, provided that any amount received by the Employee from the I.D.F.or any other source (excluding *D’mei**Calcala*) is transferred to theCompany or, in the alternative, an amount equal to that received from theI.D.F. or any other source is deducted from the Salary payable to the Employee.

 

5.2.4.**      **AnnualLeave: The Employee shall beentitled to eighteen (18) working days of paid annual leave each year, addingone (1) day for each year on January 1st following the initial dateof employment, and on every January 1st that follows, up to a totalmaximum of twenty-two (22) days annually. The Employee shall not be allowed toaccrue more than twenty (20) days worth of annual leave except in unusualcircumstances and with the permission of the Company.

 

5.2.5.**      **RecreationPay (*D’mei Havra’a*) and TravelPay (*D’mei Nesiyot*): The Company shall pay the Employee forrecreation (*d’mei havra’a*) anamount of NIS 200 per month; and for monthly travel expenses (d’mei nesiyot)the amount of NIS 300 (unless Employee shall be enrolled in the Company’sAutomobile Leasing program pursuant to Section 5.2.8 below in which case d’meinesiyot would not be paid by the Company), all in accordance with the law andthe normal practice of the Company in effect from time to time.

 

5.2.6.**      **Sicknessand Disability Insurance:The Employee shall be entitled to the number of days for sick leave permittedby law. Compensation for sick days utilized shall be paid according to his/herSalary only upon the presentation of medical documentation as required by theCompany. The Employee shall be covered by disability insurance that providesmonthly compensation. The cost of such insurance 

 

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shall be borne by theCompany, up to 2.5% of the Salary. Notwithstanding the foregoing, the Employeeshall not be entitled to receive compensation for sick leave if suchcompensation is covered by the Employee’s disability insurance referred toabove. However, should the amounts received by the Employee pursuant to suchdisability insurance be less than the amount that is properly payable ascompensation for the Employee’s available sick leave, according to the Salary,the Company shall pay the difference. It is understood and agreed that unusedsick leave cannot be redeemed by the Employee. For the avoidance of doubt, itis understood and agreed that the payments made by the Company in considerationof sick leave covers all obligations of the Company pursuant to the Sick LeaveLaw – 1976.

 

5.2.7.**      **EmployeeIncentive Plan: The Employeeshall be eligible for participation in the equity incentive plans (the “**Stock Option Plan**”) promulgated from timeto time by the Company’s parent company Answers Corporation (“**Parent**”). The decision whether to grant the Employee any award under the StockOption Plan shall be made solely by the Board of Directors of the Parent, intheir complete and unfettered discretion, and such grant, if made, shall besubject to the terms and conditions of the Stock Option Plan and the actualgrant authorized by the Board of Directors of the Parent. Nothing herein shallbe construed to entitle the Employee to receive a grant pursuant to the StockOption Plan or, if such grant is made, to a grant of a particular amount.

 

5.2.8.**      **TheEmployee shall be eligible to participate in the Company’s Automobile Leasingprogram. If Employee chooses to participate in such program, any taxes imposedby any governmental authority with respect to said benefit will be borne byEmployee, and Employee agrees to abide by the instructions provided for in Exhibit A.

 

5.3.**   **PensionBenefits and Severance Payments

 

5.3.1.**      **TheCompany will pay into a Provident Fund (*KupatGemel*) (in the meaning of Section 47 of the Income TaxOrdinance) in the form of Manager’s Insurance or another form according to theEmployee’s choice and the Company’s agreement, an amount equal to thirteen andone third percent (13 1/3 %) from the monthly Salary paid to the Employee, andthe Employee will pay, on his/her own account, an amount equal to five percent(5%) from that Salary. The Employee agrees that the Company shall be entitledto deduct the Employee’s contribution (5%) from the Employee’s Salary. For theavoidance of doubt, it is clarified that under no circumstance shall theCompany’s contribution exceed thirteen and one third percent (13 1/3 %) of theSalary in any one month.

 

5.3.2.**      **Fivepercent (5%) of the thirteen and one third percent (13 1/3 %) that the Companycontributes as set forth above and the five percent (5%) the Employee contributes,together with linkage and interest on the contributions, will be treated aspension benefits for the Employee or his/her survivors. The remaining eight andone third percent (8 1/3 %) of the Company’s contribution, together withlinkage and interest on that portion, will be utilized to pay severancebenefits in accordance with legal requirements to the Employee or his/herdescendants in the event of the termination of his/her employment with theCompany, except in those circumstances discussed below.

 

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5.3.3.**      **Inthe event that the Employee chooses Manager’s Insurance, the policy shall belongto the Company as long as it employs the Employee and it makes the requiredpayments on the policy. The payments made into the Kupat Gemel pursuant to Section 5.3.1,above, shall fulfill the Company’s obligation for severance payment pursuant tothe Severance Compensation Law – 1963. Upon the termination of the Employee’semployment, for whatever reason other than Cause, as defined in Section 6,below, and upon his/her final departure from the Company, the Employee orhis/her descendants shall be entitled to receive the ownership of all rightswhich have accrued on his/her behalf in the Kupat Gemel or the ownership of theManager’s Insurance policy, as appropriate and subject to the provisions of Section 6,below. In the event that the Employee is terminated for Cause, he/she orhis/her descendants shall not be entitled to receive ownership of that portionof the Kupat Gemel or Manager’s Insurance policy attributable to legalseverance benefits.

 

5.3.4.**      **Inthe event that there is a difference in the Employee’s favor between the amountto which he/she is entitled to receive pursuant to the Severance CompensationLaw – 1963 and the severance payment amount (including linkage and interest)that is in the Kupat Gemel or Manager’s Insurance policy, the Company shall paythat difference. For the avoidance of doubt, it is understood that in the eventthat the severance payment amount (including linkage and interest) that is inthe Employee’s Kupat Gemel or Manager’s Insurance policy exceeds the amount towhich he/she is entitled to receive as severance compensation pursuant to the SeveranceCompensation Law – 1963, the difference shall not be transferred to theEmployee, including to his/her pension account, but shall be the property ofthe Company.

 

**6.****    ****Indemnification**

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TheCompany and/or the Parent shall take whatever steps are necessary to establisha policy of indemnifying its officers, including, but not limited to theEmployee, for all actions taken in good faith in pursuit of their duties andobligations to the Company. Such steps shall include, but shall not necessarilybe limited to, the obtaining and maintenance of an appropriate level ofDirectors and Officers Liability coverage.

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**7.****    ****Termination of Employment**

 

7.1**  **Eitherparty may terminate the Employee’s employment with the Company without cause atany time upon three months notice. The Company shall have the right, in itssole discretion, to require the Employee to continue working for the Companyduring the notice period.  If the Companyterminates the Employee without cause pursuant to this Section, the Board ofDirectors shall take the necessary steps so that the period during which theEmployee shall be permitted to exercise his options to purchase shares ofcommon stock of the Parent in accordance with the Parent’s employee stockoption plan(s) as in effect from time to time (the “**Options**”), shall be extended to the shorterof (a) one (1) year from the effective date of his termination asdefined in the Stock Option Plan, or (b) the life of the Option.

 

7.2**  **TheEmployee’s employment shall be terminated by his/her death or disability. (Forpurposes of this Section, “disability” shall be deemed to have occurred if theEmployee is unable, due to any physical or mental disease or condition, toperform his/her normal duties

 

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of employment for 120consecutive days or 180 days in any twelve month period.) In such an event,he/she shall be entitled to continue to receive his/her monthly salary forthree (3) months following his/her last day of actual employment by the Company.Such amount shall be in addition to any severance payment he/she is entitled toreceive according the provisions of the Severance Compensation Law - 1963. Inaddition, the Board of Directors shall take the necessary steps so that theperiod during which the Employee shall be permitted to exercise his options,shall be extended to the shorter of (a) one (1) year from theeffective date of his termination as defined in the Stock Option Plan, or (b) thelife of the option. Should the Employee’s employment be terminated as a resultof his/her death, the benefits granted herein, shall be granted instead tohis/her lawful heir or heirs.

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7.3**  **Notwithstandingthe foregoing, the Company may terminate the Employee immediately and withoutprior notice for Cause. The term “Cause” herein shall include any of the followingevents: (a) any act of fraud or dishonesty or willful misconduct; (b) amaterial breach of the Employee’s obligations pursuant to Section 9 below;(c) a material breach by the Employee of any other provision hereof,including but not limited to, the habitual neglect or gross failure by theEmployee to adequately perform the duties of his/her position, or of any othercontractual or legal fiduciary duty to the Company; or (d) if the Employeeis convicted of a criminal offence involving fraud, embezzlement or dishonesty.

 

7.4**  **For theavoidance of doubt, in the event that Employee’s employment has been terminatedin accordance with Section 7.3, above, the Employee shall not be entitledto receive any of the severance payments or other termination benefits setforth in this Agreement.

 

7.5**  **In theevent of a “Change of Control,” as defined below, the Board of Directors shalltake the necessary steps to accelerate the vesting of 50% of any optionsgranted to the Employee that have not vested as of the effective date of theChange of Control. Furthermore and notwithstanding the notice provision of Section 7.1,above, should the Employee’s employment be terminated without cause at any timeduring a period of twelve (12) months subsequent to the effective date of aChange of Control, Employee will be entitled to four months written notice andthe Board of Directors shall take the necessary steps so that any unvestedportion of the Option shall vest immediately upon the effective date of theEmployee’s termination.  A Change ofControl shall mean (a) the consummation of a merger or consolidation ofthe Company with or into another entity or any other corporate reorganization,if persons who were not stockholders of the Company immediately prior to suchmerger, consolidation or other reorganization own immediately after suchmerger, consolidation or other reorganization 50% or more of the voting powerof the outstanding securities of each of the (i) continuing or survivingentity and (ii) any direct or indirect parent corporation of such continuingor surviving entity; or (b) the sale, transfer or other disposition of allor substantially all of the Company’s assets. A Change of Control shall not bedeemed to have occurred as a consequence of a second public offering of theCompany’s securities.

 

**8.****    ****Taxes and Other Payments**

 

8.1.** **Unlessotherwise specifically provided for in this Agreement, the Company shall not beliable for the payment of taxes or other payments for which the Employee is responsibleas result of this Agreement or any other legal provision, and the Employeeshall be personally liable for such taxes and other payments.

 

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8.2.** **TheEmployee hereby agrees that the Company shall deduct from his/her Salary (a) theEmployee’s national insurance fees, (b) income tax, (c) national healthinsurance fees; and (d) other amounts required by law or the terms of thisAgreement. For the avoidance of any doubt, the Employee agrees that the Companyshall deduct the appropriate Israeli taxes from any payments made to theEmployee on the account of the Employee’s exercise of the Options and the saleof the resulting shares of Parent stock. Such deductions shall be made inaccordance with any relevant requirements imposed under the relevant StockOption Plan. The Company shall provide the Employee with documentation of suchdeductions.

 

**9.****    ****Employee Obligations**

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9.1.** **TheEmployee agrees to devote his/her entire business time, energy, abilities andexperience to the performance of his/her duties, effectively and in good faith.

 

9.2.** **Duringthe period of his/her employment, the Employee shall not be employed, whetheror not during regular business hours, and whether or not for pay by any otherparty other than the Company, without the prior written consent of the Company.

 

9.3.** **TheEmployee agrees to immediately inform the Company of any Company issue ortransaction in which the Employee has a direct or indirect personal interestand/or where such issue or transaction could cause a conflict of interest forthe Employee in the fulfillment of his/her responsibilities as an employee ofthe Company.

 

9.4.** **TheEmployee hereby gives irrevocable instructions and permission to the Company todeduct from any amounts owed to the Employee by the Company, including amountspayable as severance compensation, (a) any debt he/she has or will have tothe Company; and/or (b) any amount that was wrongfully or mistakenly paidto him/her by the Company. Any such amounts to be deducted shall be calculatedin real terms as of the date of the deduction, including linkage to the cost ofliving index.

 

9.5.** **TheEmployee declares that the terms and conditions of his/her employment are personaland confidential and will not be disclosed by him/her.

 

9.6**  **TheEmployee declares that he/she is free to enter into this Agreement and that he/shehas no obligations of any kind to any third party that would impair thisAgreement, either as an employee or an independent contractor. The Employeefurther declares that as long as he/she remains an employee of the Company,he/she will not incur any such obligations.

 

9.7**  **(a) TheEmployee declares that he/she knows and is fully aware that all the softwarewritten and/or sold and/or distributed and/or developed and/or in the processof any of the foregoing, by the Company or its employees or by any other personfor the Company, even if not located at its offices or with distributors of thesoftware and/or customers and business partners of the Company, constitutevaluable property and a business secret of the Company or of the Company’sclients and business partners. The Employee further acknowledges that in thecourse of his/her employment, he/she may learn of other confidential andproprietary information and trade secrets of the Company and/or the Company’scustomers and business partners. The Employee undertakes to keep confidentialall information about the software and other confidential and proprietaryinformation and trade secrets, and not to reveal such information to any personwhomsoever, neither during the period of his/her employment by the Company norsubsequent thereto, and the 

 

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Employeeshall use his/her best efforts to prevent the publication or disclosure of anysecret or process or information related to the Company’s or its customers’ andbusiness partners’ software, business, work methods, customers, suppliers,partners or any other subject identified as confidential, which comes tohis/her knowledge during the term of his/her employment.

 

(b)**          **TheEmployee undertakes not to make any copies whatsoever of the software, nor topermit others so to do, nor to remove from the offices of the Company or anyother place of work to which he/she may be sent by the Company, any document,disk, magnetic tape or other media whatsoever which contains any part of thesoftware or data on the software of the Company or any client, supplier,customer or business partner of the Company.

 

(c)**          **Notwithstandingthe foregoing provisions, where the Employee is specifically authorized tocarry out certain work at his/her home or elsewhere, he/she may take a copyonly of that software absolutely necessary in order for him/her to be able toperform such work after registering each piece of software so taken with theCompany. Employee shall take all reasonable steps to ensure the security ofsuch software while at his/her home, and upon completion of each part of thework being carried on at his/her home, he/she shall return to the offices ofthe Company all copies of the software so prepared or required for itspreparation, and shall ensure that no copies thereof remain at his/her home oron the computers there located.

 

9.8**  **On thetermination (for whatever cause and howsoever arising) of his/her employment,the following shall apply:

 

(a)**          **TheEmployee shall not at any time disclose to any third party or use or seek touse or knowingly allow any third party to use or seek to use any matter orinformation coming to his/her knowledge or attention during the period ofhis/her employment hereunder which he/she knows or ought reasonably to haveknown to be a trade secret of the Company or otherwise of a confidential naturepursuant to Section 9.7, above, provided that this sub-clause shall notoperate so as to prevent or restrict the Employee from using his/her ownpersonal knowledge or skill in any business or trade in which he/she may(subject to the provisions hereof) be lawfully engaged following termination ofhis/her employment hereunder.

 

(b)**          **TheEmployee undertakes that in his/her future work, after completing his/heremployment with the Company, he/she will not utilize any procedures and/orprograms and/or Company materials or property and/or computer instructionsand/or parts of the software known to him/her as a result of his/her employmentthat are not public knowledge, neither for his/her own use for any other personor work or for the creation of software products for himself and/or for thedevelopment of software products for any other person, whether or not for a feeor profit. This undertaking shall not prevent the Employee from utilizing thegeneral knowledge and experience that he/she acquired during the term ofhis/her employment as he/she sees fit, provided that he/she does not utilizethe knowledge he/she gained of the specific programs as set out above.

 

(c)**          **Solong as Employee is employed by Company and for a period of twelve (12) monthsafter the termination of the Employee’s employment, the Employee agrees not toenter into competitive activity, including becoming an owner, executiveofficer, employee, or director of, or consultant to, any firm or person thatcompetes with the Company or its affiliated companies. For purposes of thisClause, “competitive activity” shall

 

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mean any activity, without the written consent of the Board, consistingof the Employee’s participation in the management of, or his/her acting as aconsultant for or employee of, any business operation of any enterprise if suchoperation engages in the development, production, sale and/or marketing of anyproduct that competes with any product developed and/or produced by Company orjointly developed and/or produced with an affiliated company, or in the processof being developed and/or produced by the Company or in the process of beingdeveloped and/or produced jointly with an affiliated company, during theEmployee’s employment or at the time of the Employee’s termination, provided,however, that the Employee may own any securities of any corporation thatengaged in such business and is publicly owned and traded but in any amount notto exceed at any time 5% (five percent) of any class of stock or securities ofsuch company, so long as he/she has no active role in the publicly owned andtraded company as director, employee, consultant, or otherwise. To remove alldoubt, nothing in this Section shall prevent the Employee from being a consultantto or an employee of a competitor of the Company or an affiliated companyduring the term of this non-competition clause provided that he/she does notwork in or with an operation of such competitor or does not otherwise violatethe terms of this Section.

 

(d)**          **Whileemployed by the Company and for twelve (12) months following the termination ofhis/her employment, the Employee shall not directly or indirectly solicit, entice,persuade, or induce any employee of the Company, or any third party then undercontract with the Company, to terminate his/her employment by or contractualrelationship with the Company, or to enter into contractual relations with acompetitor of the Company, or authorize or assist in the taking of any suchactions by any third party.

 

(e)**          **TheEmployee agrees that the period specified in this Section (twelve (12)months) is reasonable in view of the nature of the business in which theCompany is engaged and proposes to engage, his/her access to the confidentialand proprietary information of the Company and his/her knowledge of the Company’sbusiness. The restrictions upon the Employee in this Agreement shall be inaddition to and not in substitution for any obligations imposed upon him/her bylaw in relation to confidential information or otherwise, and so that each ofthe foregoing restrictions in Sections 8.8 and 8.9, above, shall constituteseparate agreements between the Company and the Employee and shall be inaddition to and not in substitution for any obligations imposed upon him/her bythe general law.

 

(f)**           **TheCompany and the Employee agree and stipulate that the agreements and covenantsnot to compete contained in this Agreement are fair and reasonable in theirscope and duration in light of all the facts and circumstances of therelationship between the Employee and the Company; however, the Employee andthe Company are aware that in certain circumstances courts have refused toenforce certain agreements not to compete. Therefore in furtherance and not inderogation of the provisions of the preceding Sections, the parties agree thatin the event a court declines to enforce the provisions of this Section 9.8,such provisions shall be deemed to be modified to restrict the Employee’scompetition with the Company to the maximum extent, in both time, content andgeography, which a competent court shall find enforceable; provided, however,that in no event shall those provisions be deemed more restrictive to theEmployee than those contained therein.

 

9.9.** **Upon termination of his/her employment, theEmployee agrees to assist the Company with an orderly transition of his/herresponsibilities. The Employee further agrees that upon request by the Company,and in any event upon termination of the Employee’s 

 

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employment,the Employee shall turn over to the Company all documents, papers or othermaterial in the Employee’s possession or under the Employee’s control which maycontain or be derived from confidential and proprietary information, togetherwith all documents, notes, or the Employee’s work products which are connectedwith or derived from the Employee’s services to the Company and all copies ofsoftware obtained from the Company shall be either returned to the Company or,as appropriate, permanently deleted.

 

9.10****Employee hereby acknowledges receipt,together with this Agreement, of the Parent’s (i) Code of Ethics andBusiness Conduct, attached hereto as Exhibit B (the “**Code**”) and (ii) Procedures andGuidelines Governing Insider Trading and Tipping, attached hereto as Exhibit C(the “**Insider Trading Policy**”;collectively, the “**Policies**”), andconfirms that he/she has read and understood the provisions contained in thePolicies, recognizes that the Policies apply to all Company employees andfirmly undertakes to abide by their provisions at all times.

 

**10.**** ****Intellectual Property Rights**

 

10.1**  **TheEmployee declares that he/she is aware that anything that is done by him/her inthe Company or in connection with the Company, whether it be an invention, adiscovery, or the development of an idea or a thing, all within the frameworkof the Company’s business (the “Development”) shall belong to and be controlledby the Company, unless the Company’s Board of Directors shall, in writing,direct otherwise.

 

10.2.** **TheCompany shall have the right to fully utilize and exploit the Development, asit sees fit, including changing it, registering part or all of it as a patent,whether in Israel or abroad, selling it, transferring it to a third party, allwithout being required to either receive the Employee’s consent or extend theEmployee any additional compensation for such Development above and beyond anycompensation the Employee is entitled to pursuant to this Agreement.

 

10.3.** **TheDevelopment and any subsequent intellectual property arising there-from shall remainthe sole property of the Company even after the Employee’s employment terminatesfor any reason. The termination of this Agreement, whether due to its breach orits own terms, shall not impair the Company’s exclusive rights in the Development.

 

10.4.** **TheEmployee may not do anything with the Development or any related materialswithout the knowledge and prior consent of the Company. The Employee declaresthat he/she neither has nor will have any rights in the Development or its fruitsand that all rights to the Development and its fruits shall fully reside in theCompany.

 

10.5.** **In theevent that at the time of the termination of the Employee’s employment, for anyreason whatsoever, the Development has not been completed, the Employee shallbe prohibited from any continued activity in connection with the subject-matterof the Development, alone or in concert with others, that is not explicitlyallowed in writing by the Company. The Company alone will be the sole owner ofthe uncompleted Development and shall have the sole right to complete theDevelopment or to take any other action in connection with the Development.

 

10.6**  **TheEmployee hereby assigns and agrees to assign to the Company or the Parent,and/or their subsidiaries or affiliates, successors, assigns or nominees, asappropriate, the Employee’s entire right, title and interest in anyDevelopments, designs, patents, inventions

 

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and improvements, trade secrets, trademarks,tradenames, copyrightable subject matter or proprietary information which theEmployee has made or conceived, or may make or conceive, either solely orjointly with others, while providing services to the Company, or with the useof the time, material or facilities of the Company or relating to any actual oranticipated business, research, development, product, service or activity ofthe Company, or suggested by or resulting from any task assigned to theEmployee or work performed by the Employee for or on behalf of the Company,whether or not such work was performed prior to the date of this Agreement. Itis further agreed, that without further charge to the Company, but at itsexpense, the Employee will execute and deliver all such further documents asmay be necessary, including original applications and applications for renewal,extension or reissue of such patents, trademark and/or tradename registrationsor copyright registrations, in any and all countries, to vest title thereto inthe Company, its successor, assigns or nominees.

 

10.7**   **Theemployee agrees that he will not improperly use or disclose any confidentialinformation, proprietary information, trade secrets or any other form ofintellectual property rights, if any, of any former employer or any otherperson to whom he/she owes an obligation of confidentiality, and willnot bring onto the premises of the Company any unpublished documents or anyproperty belonging to any former employer or any other person, unless consentedto in writing by that former employer or person.  The Employee declares that he/she willuse in the performance of his/her duties, only information which isgenerally known and used by persons with training and experience comparableto his/her own, which is common knowledge in the industry or otherwiselegally in the public domain, or which is otherwise provided or developed bythe Company.

 

**11.**** ****Injunctive Relief**

 

The Employee acknowledges that disclosure of anyDevelopment and/or confidential information of the Company or breach of any ofthe non-competitive covenants or agreements contained herein will give rise toirreparable injury to the Company or clients of the Company, inadequatelycompensable in damages. Accordingly, the Company or, where appropriate a clientof the Company, may seek and obtain injunctive relief against the breach orthreatened breach of the foregoing undertakings, in addition to any other legalremedies which may be available. The Employee further acknowledges and agreesthat in the event of the termination of employment with the Company, theEmployee’s experience and capabilities are such that the Employee can obtain employmentin business activities which are of a different or non-competing nature withhis/her activities as an employee of the Company; and that the enforcement of aremedy hereunder by way of injunction shall not prevent the Employee fromearning a reasonable livelihood. The Employee further acknowledges and agreesthat the covenants herein are necessary for the protection of the Company’slegitimate business interests and are reasonable in scope and intent.

 

**12.**** ****General**

 

12.1.**  **It isagreed that the provisions of this Agreement represent the full scope of theagreement between the parties and that neither side shall be bound by anypromises, declarations, exhibits, agreements or obligations, oral or written,prior to its execution that are not included in this Agreement. Any changes oramendments to this Agreement must be in writing and signed by both parties.

 

12.2.** **ThisAgreement shall be governed by, and construed and interpreted under, the lawsof the State of Israel. The parties agree that any legal claim lodged by oneparty against the 

 

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other arising from the terms of thisAgreement shall be adjudicated only by the appropriate court in Jerusalem,Israel.

 

12.3.** **If anyprovision of this Agreement shall be declared by a court of competent jurisdictionto be invalid, illegal or incapable of being enforced in whole or in part, theremaining conditions and provisions or portions thereof shall neverthelessremain in full force and effect and enforceable, and no provision shall bedeemed dependent upon any other covenant or provision unless so expressedherein.

 

12.4.** **Therights, benefits, duties and obligations under this Agreement shall inure to,and be binding upon, the Company, its successors and assigns, and upon theEmployee and his/her legal representatives. This Agreement constitutes a personal service agreement, and theperformance of the Employee’s obligations hereunder may not be transferred orassigned by the Employee.

 

12.5**  **The failureof either party to insist upon the strict performance of any of the terms, conditionsand provisions of this Agreement shall not be construed as a waiver or relinquishmentof future compliance therewith or with any other term, condition or provision hereof,and said terms, conditions and provisions shall remain in full force andeffect.  No waiver of any term orcondition of this Agreement on the part of either party shall be effective orany purpose whatsoever unless such waiver is in writing and signed by suchparty.

 

12.6**   **Theheadings of Sections are inserted for convenience and shall not affect anyinterpretation of this Agreement.

 

**13.**** ****Notices**

 

13.1.**  **A noticethat is sent by registered mail to a party at its address as set forth in Section 13.2,below, shall be deemed received three (3) days after its posting, and thereceipt stamped by the post office shall represent definitive evidence of thedate of mailing. A notice that is delivered by hand shall be deemed receivedupon actual receipt by the addressee as evidenced by a declaration of theperson making delivery and/or a signed receipt by the person receiving thenotice.

 

13.2.**  **Theaddresses of the parties for the purposes of this Agreement are:

 

**GuruNetIsrael Ltd.:**

The Tower

Jerusalem Technology Park

Jerusalem 91481

 

**Employee:**

Caleb Chill

33 Hapardes St.

Kiryat Ono, 55525

 

*[SIGNATURE PAGE FOLLOWS]*

 

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***IN WITNESS WHEREOF*****the parties have hereunto set their hands atthe place and on the date first above written.

 

 

GuruNet Israel, Ltd.

By

 

 
| /s/ Robert S. Rosenschein |   | /s/ Caleb Chill      |
|---------------------------|--------|----------------------|
|                      |   |   Employee |

 

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