Incredimail 2013 Annual Report Download - page 64

Office and Administrative Services Agreement
Pursuant to the Administrative Services Agreement, dated December 31, 2013, between Conduit and ClientConnect, Conduit provides
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 terminates 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 Any amounts withdrawn under the credit line is required to be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 bears interest at the annual rate prescribed by Section 3(j) of the Tax Ordinance (currently, 4.1% per annum). As of
March 31, 2014, ClientConnect has borrowed $12.5 million under the credit line. The credit line matures 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.
The agreement has an initial term of two years, subject to extension at the request of Conduit for an additional one year.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
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