Incredimail 2014 Annual Report Download - page 67

Transition Services Agreement
Pursuant to the Transition Services Agreement, dated December 31, 2013, between Conduit and ClientConnect, ClientConnect provided
Conduit and its subsidiaries with certain business support services and systems, including data services, information technology, information
security and management information systems, for consideration at market terms. The term of the agreement was for a period of eight months,
except with respect to the data services to be provided thereunder, for which the term was 16 months, subject to extension by Conduit for an
additional eight months. The agreement contains standard provisions regarding confidentiality and non-
solicitation of the other party's officers,
employees and consultants during the term of the agreement and for a period of 24 months thereafter. Following the move to our new offices in
Holon in September 2014, the above mentioned services are no longer being provided.
Office and Administrative Services Agreement
Pursuant to the Administrative Services Agreement, dated December 31, 2013, between Conduit and ClientConnect, Conduit provided
ClientConnect with certain services, including office and administrative support services, for consideration on market terms based on the number
of employees of ClientConnect as of the last day of each month. The parties also agreed that prior to the termination of the agreement,
ClientConnect would offer continued employment to 50% of the employees providing the services from each applicable administrative
department or capacity or to 50% of all such employees in the aggregate. The agreement terminated on August 30, 2014. The agreement contains
certain indemnification provisions pursuant to which the parties agreed to indemnify and hold harmless the other party and its representatives
upon the occurrence of certain events. The agreement also contains standard provisions regarding confidentiality and non-
solicitation of the other
party's officers, employees and consultants during the term of the agreement and for a period of 24 months thereafter.
Working Capital Financing Agreement
Pursuant to the Working Capital Financing Agreement, dated December 31, 2013, between Conduit and ClientConnect, Conduit
undertook to make available to ClientConnect a credit line of up to $20 million. Any amounts withdrawn under the Credit Line is required to be
used solely to finance payment related to the then-
current working capital needs of the ClientConnect business. The outstanding principal
amount under the Credit Line bore interest at a rate of 3% per annum. As of March 31, 2014, ClientConnect borrowed $14.8 million under the
Credit Line. The credit line matured and was repaid in April 2014.
Search Syndication Agreement
Pursuant to the Search Syndication Agreement, dated December 31, 2013, between Conduit and ClientConnect, ClientConnect
undertook to provide Conduit and its affiliates with search monetization services on the most favorable terms that it gives to its other customers.
This agreement was requested by Conduit in connection with its transfer to ClientConnect of its search syndication technology and search
provider agreements in the Conduit Split in order to ensure that Conduit, if it so chooses, would be entitled to receive the benefit of such
technology and agreements to monetize the applications that Conduit is developing. The agreement has an initial term of two years, subject to
extension at the request of Conduit for an additional one year, and contemplates a revenue sharing payment arrangement. There has not been any
activity under this agreement to date.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
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