It was further determined that Mr. Zaruk's commission would be 20% of the profits from the Jerusalem Municipality Agreement project and from the additional projects if they were transferred.
Since the date of payment of the consideration was expected to be delayed - taking into account the fact that it was derived from future collection in favor of the authorities and receipt of payment from them - it was agreed that Mr. Zaruk would receive monthly advances; And after receipts are received from the authorities, the advances will be deducted from the revenues if any. Although the agreement was concluded, as noted, in September 2008, the advances stated therein referred to the beginning of the aforementioned year onwards, and their proportion increased (see the second page of the agreement). From this we learn that the agreement was concluded after Mr. Zaruk had already begun his work.
It was agreed that the advances for the first two months of the year would be ILS 8, 000 plus VAT per month (ILS 16, 000 plus VAT in total), and in December 2008 the advances, after gradually increasing throughout the year, reached ILS 24, 000 per month plus VAT, and in January-June 2009 to ILS 25, 000 plus VAT.
- In the last paragraph of the first agreement, entitled "Maintaining Confidentiality", it was stated that "Doron undertakes to keep all the knowledge and information contained in the bonus confidential and not to make any use of it".
- It should be noted that there is a dispute between the parties as to the circumstances of the conclusion of the agreement. Goldian claims that drafts of the contract were exchanged between the parties, while Mr. Zaruk claims that the agreement was in fact dictated to him, taking advantage of his lack of experience in the field.
The Second Agreement
- The second agreement between the parties was signed on September 15, 2009 (Appendix 3 to the claim, hereinafter: the second agreement or agreement). It was held that "this agreement cancels the agreement of September 9, 2008 and replaces it."
It further stipulates (in paragraph 1( that Mr. Zarrouk will be entitled to 17.5% of the clients' project profits that appear in his Appendix A, and 20% of the clients' project profits that appear in his Appendix B, all subject to cash flow balances that will derive from the projects, with the advances deducted from Mr. Zaruk's share of the profits.
- Paragraph 3 of the second agreement, entitled "Confidentiality Clause", stipulated as follows (hereinafter: the Confidentiality Clause(:
Doron hereby agrees to maintain strict confidentiality not to make use of and/or disclose to any third party, all special topics and all of Bonus's activities on the aforementioned topics.