In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
925 West Georgia Street  Suite 1820  Vancouver, British Columbia  Canada V6C 3L2  Facsimile: 604-632-1730      PROMOTION AGREEMENT  (the Agreement)    This agreement (the Agreement) is made between Charity Tunes Inc., a British Columbia corporation with registered office located at  Suite 1800, 925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2 (Charity Tunes) and ConAgra Foods Canada  Inc. (Sponsor) a Canada corporation, 5935 Airport Rd, Suite 405, Mississauga, Ontario, Canada L4V 1W5.    WHEREAS as a new initiative, Charity Tunes and Sponsor will enter into a promotional partnership, whereby Sponsor will offer Charity  Tunes music downloads on Sponsor's Pogo products consistent with the terms and conditions of this Agreement (the Promotion).    NOW THEREFORE in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt  and sufficiency of which are hereby acknowledged by each Charity Tunes and Sponsor, the parties agree as follows

A consumer who purchases a specially Designated Sponsor Product (as defined below) will receive exactly one (1) unique pin  code (a  Pin Code)  in-pack. Such a consumer wil l be entitled to visit a custom interactive landing page at the  CharityTunes.com website to enter the unique code and consumer's valid email address to receive downloads up to a  maximum of either three (3), five (5), or seven (7) free MP3 song downloads having a retail value of $1.29 per song or less. Charity Tunes shall make its music catalogue available to the purchasers in MP3 file format to the fullest extent that such  format is available to Charity Tunes pursuant to any agreements in effect between Charity Tunes and its wholesalers on the  date of this Agreement. Accordingly, Charity Tunes shall use its best efforts to update its music catalogue with available MP3  files by June 30, 2009.    The custom interactive landing page shall be designed, operated and maintained at the expense of Sponsor, and shall be  subject to the mutual approval by Charity Tunes and Sponsor, which approval shall not be unreasonably withheld. The landing  page shall feature the Charity Tunes logo in a size and prominence substantially equal to that of Sponsor.

POGO 8 pack, POGO 10 pack, POGO 20 pack and POGO 30 pack products sold at participating retail locations in Canada  (individually and collectively the Designated Sponsor Products) are the only products for which a Pin Code will be  distributed and each consumer who purchases a Designated Sponsor Product will receive one and only one Pin Code while  supplies last and subject to the limitations detailed herein. A Pin Code for three (3) songs shall be distributed exclusively with  POGO 8 or 10 packs. A Pin Code for five (5) songs shall be distributed exclusively with POGO 20 packs. A Pin Code for seven  (7) songs shall be distributed exclusively with POGO 30 packs. Designated Sponsor Products sold by Sponsor with the  Promotion offer may not be sold at a higher list price than the same (or substantially similar) product(s) that do not contain the  Promotion offer. Pin Codes themselves may not be retailed in any way.

1.PROMOTION OFFER:

2.DESIGNATED SPONSOR PRODUCTS:

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Pin codes will only be distributed in the Designated Sponsor Products during the Promotion Period (defined below). The total  number of Pin Codes to be distributed as prizes in the Promotion shall not exceed: (i) 277,760 Pin Codes containing three (3)  music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5) music downloads per Pin Code; and (iii) 27,900 Pin  Codes containing seven (7) music downloads per Pin Code. No Designated Sponsor Product shall contain more than 1 Pin  Code per pack.    The distribution limits stated above are the maximum number of Pin Codes that may be distributed in the Promotion. No 3- song, 5-song, or 7-song Pin Codes may be subdivided, duplicated or distributed in combination with one another.    Charity Tunes agrees to generate the unique Pin Codes for the Promotion. The parties therefore understand and acknowledge  the critical need to maintain in absolute secrecy the Pin Codes generated for the Promotion such that they are only disclosed  to the appropriate recipient via the authorized distribution method described herein. If the Pin Codes are made available to the  public by Sponsor or by any of its employees, officers, directors, consultants, agents, representatives or advisors, except in  the manner provided for herein, all parties agree that Pin Code security will be deemed compromised, and Charity Tunes may  terminate all subsequent Pin Code redemptions.    Sponsor agrees that it will not increase the list price to its customers of Designated Sponsor Products that form part of this  promotion as compared to its otherwise identical products that do not form part of the promotion.

The offer shall be communicated to potential consumers only via in-store on-pack advertising, and retailer flyer advertising. Any  communication of offer, including but not limited to Sponsor's rules for the Promotion, must indicate that the offer is only  available while supplies last.

A consumer who receives a Pin Code for a designated number of music downloads in accordance with paragraph 3 above will  be directed to visit the custom interactive landing page in order to redeem his/her free music downloads. Consumer will have to  enter the Pin Code in order to complete the transaction. Consumer will be required to enter the Pin Code exactly as it appears  in the email and follow the instructions on the web site to download the selected music download. In no case may any Pin  Code be redeemed later than March 31, 2010. To assist as required with the redemption process, consumers shall have  access to Charity Tunes customer support by emailing at support@charitytunes.com.

Sponsor shall received 435,960 unique Pin Codes for this Promotion and Sponsor is responsible for maintaining a record of all  Pin Codes distributed or withheld, such record being subject to the confidentiality terms set forth above.

Designated Sponsor Products with Pin Codes may be distributed from approximately October 1, 2009 to approximately  December 31, 2009 (the Promotion Period). Eligible Pin Codes may be entered on the www.charitytunes.com website and  corresponding music downloaded from October 1, 2009 to March 31, 2010. Pin Codes entered for redemption after 11:59:59  pm PT on March 31, 2010 may be rejected as ineligible. The contents of this section are to be reflected in the Sponsor's rules  for the Promotion.

The Charity Tunes system used for redemption of downloads will ensure that (i) downloads are obtained under the Promotion  only by way of redemption of eligible Pin Codes and only up to the maximum number of music downloads per Pin Code set out  at paragraph 3 above, (ii) otherwise eligible Pin Codes are invalidated once they have been used to download their respective  per Pin Code maximum, and (iii) the total maximum download limits described herein are observed.

3.DISTRIBUTION:

4.COMMUNICATION OF OFFER:

5.PROMOTION MECHANIC:

6.GENERATION / PRINTING OF CODES:

7.PROMOTION PERIOD:

8.SECURITY & VERIFICATION:

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The Pin Codes that will be distributed to consumers of the Designated Sponsor Products under the Promotion will be set with  parental controls and will not allow any user download content that has been designated by Charity Tunes music providers as containing explicit content.

Upon execution of this Agreement by both parties, Charity Tunes will invoice Sponsor for 435,960 unique codes consisting of a  maximum of 277,760 Pin Codes containing three (3) music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5)  music downloads per Pin Code; and (iii) 27,900 Pin Codes containing seven (7) music downloads per Pin Code, for a total cost  of $117,605.60 CDN (plus applicable taxes) (collectively the Fee), which Fee is calculated at the rate of $0.07 CND (plus  applicable taxes) per potential download. The Fee shall be payable to Charity Tunes in two equal installments of $58,802.80  (plus applicable taxes) due to Charity Tunes on October 1, 2009 and November 1, 2009, respectively payable upon receipt of  invoice.









In consideration of the fees paid by Sponsor as set out herein, Charity Tunes agrees that during the period beginning October  1, 2009 and ending March 31, 2010, Charity Tunes shall not enable another program sponsorship for all competitive  products/product categories distributed/sold within the total Canadian consumer/retail/wholesale market place, inclusive of:     - Total Frozen Handhelds     - Total Corporation General Mills Handhelds     - Total Pizza Pops Handhelds / total Pillsbury Mini Pizzas     - Total Corporation McCain Foods Handhelds     - Total Pizza Pockets / total McCain Mini Pizzas     - Total Corporation Heinz Handhelds     - Total Heinz Hot bites (Bagel Bites and Taco Bites) / total Anchor Poppers     - Total Corporation Schneider Foods Handhelds     - Total Hot Stuffs / total Lean Stuffs     - Total Resers Burritos     - Total Corp les Plats du Chef Handhelds     - Total Hinsdale Farms Corndogs

9.EXPLICIT CONTENT:

10.FEE:

11.WARRANTY AND INDEMNITY:

11.1Warranty.  Charity Tunes warrants that, subject only to any limitation or condition specified in this Agreement, it will provide  immediately to any consumer entitled to a music download in connection with a Pin Code the music download selected by that consumer.

11.2Obligations upon any breach. If for any reason Charity Tunes fails to provide a music download to a consumer in  accordance with clause 11.1, thereby breaching its warranty thereunder, it shall: (i) forthwith remedy that failure by providing  the requested download to that consumer as soon as possible; (ii) forthwith provide notice to Sponsor of the failure to  immediately provide the download, including the date, time and other details of the failure, and of the steps being taken  forthwith to remedy the failure; and (iii) once the failure has been remedied by Charity Tunes, forthwith provide Sponsor with  notice of same.

11.3Indemnity. Furthermore, Charity Tunes will indemnify, save and hold harmless Sponsor, its shareholders, officers, agents and  affiliated companies from and against any and all claims, investigations, lawsuits, losses, damages, costs, payments, charges, expenses and attorneys fees, including any amount paid to settle an action or to satisfy a judgment by or for the  benefit of any person, that they, or any of them, may at any time incur as a result of any breach of this Agreement by Charity  Tunes.

12.EXCLUSIVITY:

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13.GENERAL:

13.1Relationship between the Parties. Nothing in this Agreement shall be construed as creating any relationship (whether by  way of employer/employee, agency, joint venture, association, or partnership). It is expressly understood that the relationship  between the parties shall be that of independent contractors, whether for the purposes of the Income Tax Act (Canada),  provincial taxation legislation or otherwise.

13.2Time. Time is of the essence of this Agreement.

13.3Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said  Agreement or any section thereof was drafted by said party.

13.4Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only  and shall not be deemed part of the context nor affect the interpretation of this Agreement.

13.5Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all  such action as may be necessary or appropriate to achieve the purposes of this Agreement.

13.6Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith,  complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this  Agreement. All promises and covenants are mutual and dependent.

13.7Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall  be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than  those as to which it is held invalid, shall not be affected thereby.

13.8Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other but shall be  binding upon the successors of the parties.

13.9Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered,  either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been  duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or  to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.

13.10Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other  agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be  amended only in writing signed by all parties.

13.11Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right,  shall not constitute a waiver of that or any other right.

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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement:

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13.12Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which  together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to  another the parties agree that a faxed signature shall be binding upon the parties to this Agreement as though the signature  was an original.

13.13Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

13.14Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter  and has been given a reasonable opportunity to do so.

13.15Law and Jurisdiction. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of  Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the provincial and federal courts located in the city of Toronto, Ontario for all matters arising from this Agreement.

Signed in agreement:     /s/ Marko Bukovec   Marko Bukovec  Title: Marketing Director  ConAgra Foods Canada Inc.  Date:June 25, 2009

Signed in agreement:     /s/ Robin Ram   Robin Ram  President  Charity Tunes, Inc.  Date: June 29, 2009 
Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?

Ex Output:
The distribution limits stated above are the maximum number of Pin Codes that may be distributed in the Promotion.


Ex Input:
Exhibit 10.9 TURN - KEY MANUFACTURING AGREEMENT This Turn - Key Manufacturing Agreement (the Agreement) is effective as of the 1.4.2011 (the Effective Date) by and between: INVASIX LTD., with a principal place of business at Tavor Building, Shaar Yokneam, POB 533, Yokneam 20692, Israel. Hereinafter referred to as Customer And FLEXTRONICS ISRAEL LTD. with a principal place of business at Industrial Zone Migdal Haemek 23108 P.O.B. 867, Israel. Hereinafter referred to as Contractor. Whereas Customer designs, manufactures and sells the Products as defined in Exhibit A attached hereto, which includes subassemblies components and know- how, that is confidential and proprietary property of Customer; Whereas Customer desires to buy manufacturing services; Whereas Contractor is in the business of Turn - Key projects; Whereas Customer acknowledges that Contractor's expertise is manufacturing and that Contractor's responsibility related to the Customer's Products is limited to this extent; Whereas Contractor declares that it has all the capabilities to supply manufacturing services for Customer's Products; and Whereas Contractor desires to sell and deliver its manufacturing services in accordance with Customer specifications all subject to the terms and conditions contained herein. Now therefore, the parties hereto have agreed and do hereby agree as follows: 1. Precedence 1.1 The terms and conditions and appendices herein shall govern all services performed by Contractor pertaining to the subject matter. 1.2 It is the intent of the parties that this Agreement and its appendices represent the entire agreement and prevail over the terms and conditions of any purchase order, acknowledgment form or order instruction. 2. Term This Agreement shall commence on the Effective Date and shall continue for an initial term of year as of the Effective Date. This Agreement shall automatically be renewed for successive one (1) year increments unless either party request in writing, at least ninety (90) days prior to the anniversary date, that this Agreement not to be renewed. 3. Scope Of Work Contractor will, pursuant to the written specifications given by Customer and pre approved by Contractor (Specifications), perform manufacturing services on behalf of Customer. These manufacturing services shall include, but not be limited to, labor, materials, testing, packaging and delivery to Customer, all subject to the terms and conditions contained in this Agreement.

Source: INMODE LTD., F-1/A, 7/29/2019





4. Contractor's Obligations 4.1 Contractor shall provide Customer with the following services: - Material planning - Material procurement - Incoming Inspection - Assembly of printed circuit boards & cables - Final assembly & integration of the Product - In Circuit test - Functional test - Packaging and delivery 4.2 Customer's production facilities Contractor will be obliged to allocate to Customer, production and storage space as well as trained production and testing personnel as an integral part of this Agreement. Contractor shall apply for and receive the ISO13488 standard for the production facility, by no later than . During the term of this Agreement, the manufacturing services provided by the Contractor hereto shall confirm in all material respects with the ISOl3488 standard. 5. Customer's obligations Customer will provide the following: - Technical specifications - Standard Operation Procedures - Drawings - Bill of Materials - Approved Vendors list - Gerber data, CAD files - Quality requirements - Technical support, as required - Any additional information reasonably requested by Contractor or otherwise required hereunder. 6. Material Procurement The material procurement undertaking, pursuant to this Agreement, will be carried-out by the Contractor. 6.1 Contractor is authorized to purchase materials using standard purchasing practices including, but not limited to acquisition of materials recognizing Economic Order Quantity, ABC buy policy and long lead time components management, in order to meet the requirements of Customer's orders and forecasts.

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Source: INMODE LTD., F-1/A, 7/29/2019





6.2 Economic Order Quantity (EOQ) for items which are un-returnable to vendor or unusable for other clients of the Contractor must be pre- approved by Customer. For such pre-approved EOQ's, Customer shall advance to the Contractor sums on account of future deliveries equal to the cost attributed to the quantity ordered exceeding the 3 months forecast. 6.3 Long Lead Items In order to manage demand fluctuations Contractor shall suggest from time to time a list of LLI's to be approved by the Customer. Contractor shall maintain in inventory certain quantities of LLI. LLI shall mean Long Lead Item materials required in order to complete manufacture and supply of Products. For the avoidance of doubt Customer shall have no additional liability with respect to the holding of LLI other than the liability provided herein below. The usage of LLI by Contractor for the manufacture of Items shall be by a written order by Customer in accordance with this Agreement, stipulating the quantity Customer wishes Contractor to use. If Contractor holds LLIs based on any written requirement for more than three (3) months, Customer shall be required to purchase such LLIs at their direct costs plus a handling fee of 2% of Product price. The purchase terms of such LLI's, set forth in Section 8.2 hereof. 6.4 Contractor is responsible for monitoring supplier's quality, according to the Specifications provided by Customer for all purchased materials. 6.5 In the event of termination of this Agreement or a cancellation of a Purchase Order, and/or discontinuance of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused material inventory which are affected by such termination, cancellation or discontinuance, as follows: (i) The cost of material inventory, whether in raw form or work in process, which are not returnable to the vendor without charge (unless the charge was approved by Customer, or usable for other Contractor's customers, including EOQ of unique parts. (ii) The cost of materials on order which cannot be cancelled without charge (unless the charge was approved by Customer. (iii) To the above applicable compensation, the Contractor shall be entitled to a handling fee of 2% of the compensation due. The compensation under this Sub-section shall be the sole compensation due to Contractor with respect to handling the Products/materials. (v) Payment shall be made to Contractor against delivery of the compensated materials to Customer. The compensation for finished Products is as set out in Section 7.3 below. 6.6 Contractor shall use its commercially reasonable efforts to cancel all applicable materials purchase orders and reduce materials inventory through return for credit programs or allocate materials for alternate programs, if applicable. Without derogating from the aforesaid, Customer shall pay in advance the same amount it is obligated to pay under this Section 6, on account of such inventory. Such advance shall be non refundable except to the extent such inventory was consumed by Contractor in order to manufacturing Customer's Products under this Agreement.

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Source: INMODE LTD., F-1/A, 7/29/2019





7. Forecasts and Purchase Orders 7.1 Customer shall issue to Contractor, on a monthly basis, a six (6) month rolling forecast setting forth projected demand for the Products (the Forecast). Contractor shall use all reasonable commercial efforts, including expediting materials and allocating capacity, in order to support Customer's request for increased production. 7.2 Contractor will supply all orders that do not exceed the forecast at the delivery times set forth in each Purchase Order. In the event Contractor anticipates at any time that it will not deliver Products within the prescribed timetable as set forth in the applicable Purchase Order, Contractor shall promptly so inform Customer by written notice of such delay. Contractor shall submit proposed revisions to the timetable that reflect Contractor's best estimates of what can realistically be achieved and shall use its best commercial efforts to achieve such timeline, unless otherwise directed by Customer and confirmed by Contractor. 7.3 Purchase Orders. Customer will issue written purchase orders, which specify all Products to be delivered within a minimum three (3) months period commencing on the date of acceptance of the purchase order by Contractor (Purchase Order). Contractor shall accept or reject (in writing summarizing the rejection causes) each Purchase Order according to its terms (including the delivery date) within five (5) working days of receipt of such order, if an order has not been confirmed within such period it shall be deemed rejected. 7.4 Finished Goods Inventory 7.4.1 In order to manage demand fluctuations, Contractor shall maintain an amount of additional units of each Product as FGI, in a minimum level of two (2) weeks of supply and a maximum of four (4) weeks of supply of each Product set forth in the most recent Customer's Forecast. FGI shall mean rolling finished goods inventory that Contractor shall be obligated to hold in inventory for Customer in addition to any Purchase Order amounts. The actual quantity of FGI required to be held by Contractor will be specified on a monthly basis in a formal document provided by Customer to Contractor for this purpose. For the avoidance of doubt Customer shall have no additional liability with respect to the holding of FGI other than the liability provided in Section 7.4.3 below. 7.4.2 When Customer draws from the FGI, Contractor shall replenish the FGI no later than sixty (60) days from such date that Customer draws from FGI, provided the drawing of FGI shall be by the issuance of a written order by Customer in accordance with this Agreement, stipulating the quantity Customer wishes to withdraw from the FGI. 7.4.3 If Contractor holds any FGI based on any forecast for more than three (3) months from the original delivery date specified in the applicable purchase order, Customer shall be required to purchase any and all such goods from Contractor for 100% of Contract Price of such goods and Section 8.3 below shall not apply.

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Source: INMODE LTD., F-1/A, 7/29/2019





7.5 Customer tooling, etc. All Customers' materials, tooling and equipment furnished to Contractor or paid for by Customer in connection with this Agreement and all paid for Products shall be clearly marked and remain the Customer's property. Contractor will maintain the tooling as provided in Exhibit B. 8. Customer Liability for Forecasts 8.1 Customer's liability with respect to any and all demand signals provided by Customer, including but not limited to purchase orders, forecasts, schedules, pick lists, with respect to any Products manufactured, produced, procured, stored or delivered by Contractor, including, but not limited to, any direct or indirect costs related thereto or related to components, work in progress and/or raw materials shall be limited to the amounts set forth in this Section 8 with respect to finished Products and in Section 6 concerning components, work in progress and/or raw materials. 8.2 In the event that Customer has either cancelled or delayed delivery of a Purchase Order and Customer has not taken delivery of the Products ordered under that Purchase Order within three (3) months from the original delivery date, then; (i) Contractor shall submit a claim for reimbursement for such cancelled or delayed Products within thirty (30) days from the end of such three (3) month period; (ii) Customer shall be liable to pay Contractor 100% of the Contract Price of such cancelled or delayed Products and (iii) Contractor shall hold the cancelled or delayed Products in its inventory and make them available to Customer (upon Customer's request) for a period of six (6) months from receipt of payment for such Products free of charge. 30 days before the lapse of the 6 month period, the Contractor shall notify the Customer of the upcoming lapse of the term. In the event that Customer, at its sole discretion, decides to repurchase any (or all) of the Products in said Period, and subject to the fulfillment of all Customer's obligations in this Sections 8.2 (i.e. 100% of the Contract Price has been paid to Contractor), then the price for such repurchase shall be 0% of the Contract Price. Thereafter, the Customer shall pay Contractor all direct costs in connection therewith. Provided Customer hereby authorizes Contractor to transfer such Products to a warehouse operated by Contractor or a third party as instructed by Customer. 8.3 In the event that for any reason whatsoever, Customer has not ordered any Products for a period of three (3) months, then: (i) Contractor shall submit a claim for reimbursement for Products that were forecasted for the upcoming three months in the last Forecast sent three (3) months ago (the Last Forecast); (ii) Customer shall be liable to pay Contractor: 100% of the Contract Price of the Product s forecasted for days 0-30 in the Last Forecast which were not delivered to Customer; and (iii) Contractor shall hold the Forecasted Products in its inventory and make them available to Customer (upon Customer's request) for a period of six (6) months of receipt of payment for such Products free of charge. 30 days before the lapse of the 6 month period, the Contractor shall notify the Customer of the upcoming lapse of the term. In the event that Customer at its sole discretion decides to repurchase any (or all) of the Forecasted Products in said Period and subject to the fulfillment of all Customer's obligations in this Section 8.3 (i.e. 100% of the Contract Price has been paid to Contractor), then the price for such repurchase shall be 0% of the Contract Price. Thereafter, the Customer shall pay Contractor all direct costs in connection therewith. Provided Customer hereby authorizes Contractor to transfer such Products to a warehouse operated by Contractor or a third party as instructed by Customer.

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Source: INMODE LTD., F-1/A, 7/29/2019





9. Quality 9.1 Contractor shall permit Customer to audit its quality procedures, upon three (3) business day advance written notice to Contractor and shall provide all assistance which is reasonably necessary for Customer to evaluate the quality of the Products. 9.2 Contractor shall maintain quality assurance standards in accordance with ISO 13488, Seller's Quality Assurance, Control and Inspection shall be in compliance with all material ISO 13488 standards during the Terms of this Agreement. 9.3 If a Product did not pass Customer's Automatic Test Process then Contractor will perform two rounds of repairs on the Product, if after such two rounds the Product still did not pass the ATP then Contractor will send the Product with a qualified personnel to Customer for repair. If after Customer tried to repair the Product and failed Customer will be obligated to pay for such defected product (if the reason is other than workmanship). 10. Express Limited Warranty For the purpose of this Agreement, Warranty Period shall mean twelve (12) months as of the date of delivery to Customer. Contractor represents and warrants that, for the Warranty Period, the Products (i) will be free from defects in workmanship, material (only to the same extent as the original manufacturer of the material warrants the Contractor), and manufacture; (ii) will comply the Specifications IPC610.B standard (in all material respects and unless otherwise was instructed by Customer). Contractor further represents and warrants that the Product will consist of new materials. The warranty provided in this Section shall not apply to (1) Customer's materials, tooling and equipment (2) Products modified by Customer or any third party without Contractor's prior written consent, (2) Products installed or operated by Customer or any third party in a manner inconsistent with the Specifications or the terms and conditions of this Agreement, or (3) Products damaged, abused, altered or misused by Customer or any third party, or as the result of fire, casualty, or other external cause (4) defects resulting directly or indirectly, wholly or partially, from Customer's Specifications or the design of the Products, (5) First articles, prototypes, pre-production units, test units or other similar Products. Upon any failure of a Product to comply with the above warranty, Contractor's sole obligation, and Customer's sole remedy, is for Contractor, at its option, to promptly repair or replace such Product and return it to Customer freight prepaid. Customer shall return Products covered by the warranty freight prepaid after completing a failure report and obtaining a return material authorization number from Contractor to be displayed on the shipping container. Customer shall bear all risks, costs and expenses, associated with Products that have been returned to Contractor for which there is no defect found and/or with Products not covered under the warranty above.

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Source: INMODE LTD., F-1/A, 7/29/2019





Customer will not pass through to end users or other third parties the warranties made by Contractor under this Agreement. Furthermore, Customer will not make any representations to end users or other third parties on behalf of Contractor, and Customer will expressly indicate that the end users and third parties must look solely to Customer in connection with any problems, warranty claim or other matters concerning the Product. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, CONTRACTOR MAKES NO OTHER WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH CUSTOMER, AND CONTRACTOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. Engineering Changes 11.1 Customer may, upon advance written notice to Contractor, submit engineering changes for incorporation into the Products. Contractor will review the engineering change and report to Customer within two (2) working days of any implications of the proposed changes. The report should include all possible implications on materials, delivery schedule, manufacturing process, quality and product cost and shall also quote the Contractors costs for implementing the changes. Customer and Contractor will agree on all aspects of implications and shall accordingly make revisions in outstanding Purchase Orders - if requested by Customer and subject to Contractor's consent in writing. 11.2 Contractor shall assure quick implementation of engineering changes. 12. Delivery and Inspection, Title and shipping 12.1 Contractor undertakes to report to Customer once (1) a week, or per Customer request, the quantity of Products ready for delivery 12.2 Customer will notify Contractor, from time to time, quantities of Products and destinations to which to ship the Products. 12.3 If the delivery destination is within Israel, excluding port/airport (Limited Delivery Territory) than the delivery shall be made by Contractor at no additional cost and to such destination of delivery Contractor shall incur insurance transport costs. Upon delivery or the placement of an invoice by Contractor, whichever is earlier, Risk of loss and title will pass to Customer. 12.4 The price for Deliveries to other destinations outside the Limited Delivery Territory, including for export will be agreed by the parties. All risk of loss, responsibility and cost shall be borne by the Customer Ex-Factory. 12.5 To each delivery, Contractor shall include all required documentation (e.g. bill of lading, QA/QC certificate). Upon delivery to Customer, Customer will sign the bill of lading. Such signature shall only be deemed as acknowledgement of receipt of the delivery and not confirmation as to the delivered Products' condition and quality.

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Source: INMODE LTD., F-1/A, 7/29/2019





12.6 Subject to the above limitations, the Contractor will ship and deliver the Products according to Customer's instructions in the best and safest means of transportation, to the extent commercially reasonable. 13. Price and Price Reviews 13.1 Pricing conditions for manufacturing services supplied under this Agreement are defined in Appendix C. All prices will be quoted in US Dollars. 13.2 Price Review. Contractor and Customer will meet every three (3) months, during the term of this Agreement to review pricing and determine the actions required by both sides in order to achieve cost reduction. The new prices that will be agreed to and the said new prices will come into effect, will be reflected in the Purchase Orders submitted after such review. 13.3 It is agreed that, for the sake of facilitating uninterrupted manufacturing, Contractor may purchase materials for Customer's Products at prices higher than those agreed to with the following limitations: 13.3.1 For price change which has a cost impact less than US $200, based on one (1) quarter consumption will not require prior authorization from Customer. Contractor will be obliged to submit comprehensive written report to Customer, subsequent to such event. 13.3.2 For price change which has cost impact greater than US $200, based on one (1) quarter consumption will require prior written authorization from Customer. 13.3.3 Customer shall answer urgent requests for approvals for price change, within three (3) working days. 13.3.4 Maintain Credit Line. Customer agrees to provide all necessary financial information required by Contractor from time to time and as available to Customer in order to make a proper assessment of the creditworthiness of Customer. That includes full annually audited financials statements and, subjected the credit limit analysis request, Quarterly financial statements (P&L, BS and Cash Flow statements). Contractor will, in good faith, review Customer's creditworthiness periodically and may provide more favorable terms once it feels it is prudent to do so. 13.3.5 Upon Contractor's request at any time during the term of this Agreement, Customer shall obtain and maintain appropriate securities, such as letter of credit, escrow account, bank guarantees and /or pre-payments in an amount equal to the total value of all risks associated with the performance of any of the services under this Agreement, on an aggregate basis. 14. Terms of Payments 14.1 Contractor will invoice Customer per each delivery or as provided in Sections 6 and 8 hereinabove. The invoice shall include all purchase order details. The invoice will be quoted in US Dollars. 14.2 Contractor and Customer agree to terms of payments of current plus thirty (30) days from the date of invoice. Payment shall be affected in US Dollars.

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Source: INMODE LTD., F-1/A, 7/29/2019





15. Termination 15.1 Termination for cause If either party fails to meet anyone or more of the terms and conditions as stated in either this Agreement or the Appendices, Contractor and Customer agree to negotiate in good faith to resolve such default. If the defaulting party fails to cure such default or submit an acceptable written plan to resolve such default within thirty (30) days following notice of default, the non-defaulting party shall have the right to terminate this Agreement by furnishing the defaulting party with sixty (60) days written notice of termination. 15.2 Termination without cause Notwithstanding anything to the contrary stated in this Agreement, either party may terminate this Agreement at any time without cause by giving to the other party, not less than four (4) months written notice. 15.3 A Party may immediately terminate this Agreement should the other party: (i) become insolvent; (ii) enter into or filing a petition, arraignment or proceeding seeking an order for relief under the bankruptcy/insolvency laws of its respective jurisdiction; (iii) enter into a receivership of any of its assets; or (iv) enter into a dissolution of liquidation of its assets or an assignment for the benefit of its creditors. 16. Effect of Termination 16.1 in the case of termination, unless otherwise stipulated and subject to Customer fulfillments of all its payments obligations under this Agreement, Contractor will deliver all Products, materials to Customer and Customer will pay all amounts due under this Agreement, for all Products, materials mentioned on a Purchase Order or Change Order accepted by Contractor before expiration or termination date. 16.2 Except where the termination is a result of Contractor's material default Customer agrees to compensate Contractor for Products and materials as stipulated in Sections 6 and 8 of this Agreement. 16.3 Each party will promptly return to the other party, all. technical documentation (e.g. drawings, work instructions, data and design sheets) and/or Confidential Documents related to the present Agreement 16.4 Subject to Customer fulfillments of all its obligations under this Agreement, Contractor will return to customer all consigned materials, equipment and tooling stipulated in section 7.5 of this Agreement. 17. Dispute Resolutions 17.1 In the spirit of continued cooperation, the parties intend to and hereby establish the following dispute resolution procedure to be utilized in the unlikely event any controversy should arise out of or concerning the performance of this Agreement. 17.2 It is the intent of the parties that any dispute be resolved informally and promptly through good faith negotiations between Contractor and Customer. Either party may initiate negotiation proceedings by written notice to the other party setting forth the particulars of the dispute. The parties agree to meet in good faith to jointly define the scope and method to remedy the dispute. If these proceedings are not productive of a resolution, then senior management of Contractor and Customer are authorized to and will meet personally to confer in a bona fide attempt to resolve the matter.

9

Source: INMODE LTD., F-1/A, 7/29/2019





17.3 Should the foregoing procedure not bring a mutually satisfactory solution within 30 days, each party will be free to proceed according to applicable law. 18. Limitation of Liability 18.1 Customer shall defend, indemnify and hold harmless Contractor from all claims, liabilities, costs, damages, judgments and attorney's fees resulting from or arising out of any alleged and/or actual infringement or other violation of any patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, trade secrets, proprietary rights and processes or other such rights elated to the Product or claims relating to Customer's instructions, tooling, specifications and designs (Claims) provided that: (i) Contractor will provide the Customer with prompt written notice of any Claim no later than three (3) business days following receipt of notice by Contractor; (ii) Contractor will grant Customer sole control of the defense and settlement of Claims, taking into account any reasonable request of Contractor; and (iii) Contractor will provide Customer with reasonable assistance, at Customer's sole expense. Customer assumes no liability for any Claims made by any third party to the extent that such Claims result from the use of specifications other than the Specification, unaltered by Contractor or anyone on its behalf. If such Claim is brought, or Customer in good faith determines a Claim is likely to be made, Customer shall notify Contractor and either: (1) procure for Contractor the right to continue to perform this Agreement; (2) modify the Specification so that there will no longer be an infringement or misappropriation or (3) terminate this Agreement and pay Contractor the consideration due under this Agreement for all services performed until the date of termination, including all payments set forth in Sections 6 and 8. 18.2 Contractor shall defend, indemnify and hold harmless Customer from all claims, liabilities, costs, damages, judgments and attorney's fees resulting from or arising out of any alleged and/or actual infringement or other violation of any patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, trade secrets, proprietary rights and processes or other such rights as a result of the manufacturing methods employed by Contractor but excluding Claims as defined above) (Manufacturing Claims) provided that: (i) Customer will provide Contractor with prompt written notice of any Manufacturing Claim no later than three (3) business days following receipt of notice by Customer; (ii) Customer will grant Contractor sole control of the defense and settlement of Manufacturing Claims, taking into account any reasonable request of Customer; and (iii) Customer will provide Contractor with reasonable assistance, at Contractor sole expense. If a Manufacturing Claim is brought, or Contractor in good faith determines a Manufacturing Claim is likely to be made, Contractor shall notify Customer and either: (1) procure for Customer the right to continue to perform this Agreement; (2) modify its manufacturing methods so that there will no longer be an infringement or misappropriation or (3) terminate this Agreement.

10

Source: INMODE LTD., F-1/A, 7/29/2019





18.3 THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS. 18.4 No Other Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR OTHERWISE, THE PARTIES ACKNOWLEDGE THAT AS AN ELECTRONIC MANUFACTURING SERVICES PROVIDER WORKING ON A COST PLUS BASIS SUPPLIER MUST LIMIT ITS LIABILITY IN CONNECTION HEREWITH AND THEREFORE, CONTRACTOR'S LIABILITY IS FURTHER LIMITED IN ANY EVENT, UNDER ANY LAW, RULE OR REGULATION, TO ANY AMOUNT IT ACTUALLY RECEIVED IN CONSIDERATION OF THE MANUFACTURING SUBJECT MATTER OF THE RESPECTIVE CLAIM OR DEMAND BY CUSTOMER OR ANY THIRD PARTY. 19. Confidentiality Customer's product and designs contain certain elements that are proprietary to Customer. Furthermore, in the course of this agreement, technical and commercial information of the Customer may be revealed or become known to the Contractor. Contractor shall keep in confidence all information relating to the foregoing, shall not use any part of it for any purpose except the performance of this Agreement or in connection therewith, and shall not enable any third party to use ft without the prior written consent of Customer or unless such information becomes public domain. Contractor shall ensure that all employees who directly participate in any of the services performed under this Agreement and may accordingly receive certain confidential information of the Customer are subject to similar non-disclosure and non-use undertakings and are made aware of the proprietary and confidential nature of the information. The provisions of this Section 19 shall survive termination or expiration of the Agreement. 20. Non-Competition 20.1 The Contractor and the Customer will not be allowed to employ employees of the other party, directly or indirectly, for one (1) year from the date the employee has ceased to be employed by the other party. The above mentioned restriction may be waived by either party provided that it is done by a written and specific consent.

11

Source: INMODE LTD., F-1/A, 7/29/2019





20.2 During the Term, of this Agreement and for an additional period of two (2) years from the date of termination of this Agreement, the Contractor undertakes not to develop on its own account any Product. 21. General 21.1 Force Majeur. Neither party shall be liable for any failure or delay in its performance under this Agreement due to acts of God, acts of civil or military authority, fires, floods, earthquakes, riots, wars, sabotage, labor disputes, material unavailability due to unwarranted production stoppage by supplier or any other cause beyond the reasonable control of the delayed party provided that the delayed party, (i) gives the other party written notice of such cause, and (ii) uses its reasonable efforts to remedy such delay in its performance. 22.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be deemed null and void, and the remainder of the Agreement shall continue to be in full force and effect, while the parties shall negotiate in good faith to replace the provision with another enforceable one reflecting as closely as possible the parties initial intention. 22.3 Relationship of the Parties. Each of the parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other parry whether express or implied, or to bind the other party in a respect whatsoever. 22.4 Governing Law. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the law of the State of Israel, without giving effect to choice of law rules, and both Parties consent to jurisdiction by the courts of the City of Haifa. 22.5 Choice of Language. The original of this Agreement has been written in English. Any notices provided by any party as required by this Agreement shall be written in the English language. 22.6 Notifications. Any and all notices and other communications whatsoever under this Agreement shall be in writing, sent by registered mail or by, email or facsimile to the address set forth above. Notices sent via registered mail shall be deemed to have been delivered within 3 business days after the date posted. With regards to the normal course of business, notices sent via email or facsimile shall be deemed to have been received 1 business day following the date of transmission. 22.7 Entire Agreement. No amendment of this Agreement will be valid unless made in writing signed by a duly authorized representative of both parties. No provision of this Agreement will be deemed waived and breach or default excused unless the waiver or excuse is in writing and signed by the party issuing it. The terms and conditions contained in this Agreement terminate and supersede all prior oral or written understanding between the parties and shall constitute the entire agreement between them concerning the subject matter of this Agreement. 22.8 This Agreement may be executed in one or more counterparts, each of which will be deemed the original, but all of which will constitute but one and the same document.

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Source: INMODE LTD., F-1/A, 7/29/2019





The parties agree that this Agreement and its appendices may not be modified except in writing, signed by both parties. 22.9 Set-off. Amounts due hereunder may not be set off except with mutual prior written consent. 22.10 Insurance. Customer specifically agrees to maintain insurance coverage for any finished Products or materials which passes to Customer pursuant to this Agreement and which is stored on the premises of Contractor. 22.11 Successors, Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors, permitted assigns and legal representatives. Neither Party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other Party, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Contractor shall be entitled to assign its rights to be paid hereunder to banks or first tier financial institutions. In Witness whereof, the Parties have caused this Agreement to be duly executed for and on behalf of: Flextronics (Israel) Ltd. INVASIX LTD 514073618 Contractor Customer Date: Date: Name: Name: MOSHE MIZRAHY Title: Title: CEO

Signature: Signature: /s/ Moshe Mizrahy

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Source: INMODE LTD., F-1/A, 7/29/2019





Exhibit A Product's Description Customer Flow Meter Assy PS Shelf Assy Pump Assy Heat Exchanger Assy Pump with Pneomatics Assy Controller to Speaker Harness DLP Controller Card Assy Distribution Card Assy Laser Driver Assy Folding Wheels Arms Assy DLP Controller Card + Compulab RF Connector Assy Touch Screen Assy Touch Panel Adaptor Assy EMERSON Kit Assy HP Fractora Firm Harness Harness for Dermablation Univer.HP Termistor PCB Card A InMode RF HPS Set InMode Laser Driver Card Assem Display Assy InMode IPL Card Reworked FootSwitch Preliminary Pack.Assy. Fractora Kit Pack. Fractora Plus Applicator Fractora Firm-Forma Firm-Forma Fractora 5pcs Box Set 24 Coat Fractora 5pcs box set 126 pin RF Card Assy 75W 2Temp Sensors LCD Adaptor Card AC Filter Card Assy

Source: INMODE LTD., F-1/A, 7/29/2019





Fractora 5 Tips 60 Pin Pack. BodyTite II Controller Card As Fan Rework Assy Fractora 5 Tips 20 Pin Pack. Fractora Cabinet Front Cover A BodyTite II Cabinet Front Cov BodyTite - Shell Sample Fractora 5pcs Box Set 24 Pin DermAblate Electrode Connectio Body Tite Fractora-BodyFX Blue BodyTite RFAL Grey Platform BodyTite II Controller Card As T6 HP LED Card BodyTite System Packging Assy InMode System 2 Platform Only 24V PSU Card Assy. Gear Pump Assy. Heat Exchanger Assy Flow Meter Assy BodyTite II Top Assy InModeRF Color 1 Votiva InModeRF Color 2 BodyTite InModeRF Color 3 Contura BodyTite Color3 FRACTORA InMode System 2 Color1 Optimas InModeRF Color 5 BodyTite PRO InMode System 2 Color 2 Triton Fract.InitialTipsKit

Source: INMODE LTD., F-1/A, 7/29/2019





Exhibit B Description HP HI-POT tester Blue wave-50(UV) RF tester Leakage current TOS3200 EARTH Continuity tester TOS6210 Tester controler.Programmer memory plag. Power Suply (For Leptop) Komputer (LEPTOP-DELL) Display MAG tos5052(Hi-POT) Load RF Load Burn-in Test Barcode reader(Argox) TITE FX Testing Adaptor Fractora-electrical test(five tips) Jig for clening FRACTORA TIPS Thermistor tester(FRACTORA FIRM,FRACTORA PLUS) Thermistor mounting Tool(FRACTORA FIRM) Tite FX Programmer Tite FX TESTER Hi-POT CLIP Thermistor mounting Tool(FRACTORA PLUS) Fen HL2010E.(Digital display). Lecroy wave ACE232 LCRY2101c02774(SCOPE) TEK P5000100(PROB_) PP016 ADAPTOR Cable Lable Applicatot J I G -In Mode(water system check) Jig screen assy Jig-Laser DUMMY Heat Exchanger washing Jig Diolaze-Testor CASE LAZER FootSwith Simulator TORC-GEDORE In Mode TESTER Laboratory DC POWER SUPPLY Model: LE3303 Tray For 3 Pcs Laser Printing BURNING(ברוצ) Tool for assembly of Cradle Stem Screw BODY TITE (AS601206A) BODY TITE (AS601206A) BODY TITE (AG600007A) InMode Main Connector Pin-Checker JIG InMode2 Pump Burn-in JIG Screen LOGO Placement Jig Side Label Placement Jig Front Label Placement Jig

Source: INMODE LTD., F-1/A, 7/29/2019 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Ex Output:
Customer specifically agrees to maintain insurance coverage for any finished Products or materials which passes to Customer pursuant to this Agreement and which is stored on the premises of Contractor.


Ex Input:
EXHIBIT B   MUTUAL TERMINATION AGREEMENT   THIS MUTUAL TERMINATION AGREEMENT (Termination Agreement) is made and entered into this day of , 2009, by and between Beijing SINA Internet Information Service Co. (Beijing SINA) and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju).   WITNESSETH:   WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original Agreement); and   WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination Agreement.   NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:   1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no further force or effect, and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination.   2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in writing signed by the parties.   3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.   4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.   5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.   [SIGNATURES ON NEXT PAGE]   18

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.

  Beijing SINA Internet Information Service Co., Ltd.

  By:







  Name:



  Title:

  Shanghai SINA Leju Information Technology Co. Ltd.

  By:







  Name:



  Title:     19

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014 
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?

Ex Output:
This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.