and paragraph 4, entitled "Non-Competition Clause", provided as follows (hereinafter: the Non-Competition Clause(:
Doron is aware of the potential and damage that may be caused to the bonus by Doron's (or anyone on his behalf( and/or by a third party who will be provided with information by Doron in connection with Bonus's involvement in the matters under its care.
Doron undertakes not to deal with the issues that Bonus deals with for 36 months from the expiration of this agreement and/or from the date it is decided by both Bonus and Doron, because they do not want cooperation between them [emphasis added].
Paragraph 5 of the agreement stipulated that in the event that Mr. Zarrouk violated the confidentiality clause or the non-competition clause, he would pay the company a bonus of 100% of the receipts he would receive "for dealing with the issues that Bonus dealt with", without detracting from any other remedy available to the company.
At the end of the agreement, a confidentiality clause was set again, apparently a remnant of the previous agreement.
- The amount of advances determined in the second agreement (as stated at the end of the second page( from July 2009 to July 2010 was set at ILS 25, 000 gross plus VAT.
The agreement also established (in paragraph 2( the formula for calculating the balance of the profit. According to the calculation, the revenues will be derived from the percentage agreed upon from the actual revenues from the authorities, while reducing the various expenses in a manner detailed there according to their types.
- Towards the end of the second agreement, it was noted that "in the event of the termination of the engagement by Doron after 09/09 [sic; it appears that there was a clerical error and should be - 09/10], and/or at the initiative of a 'bonus' , then Doron will be entitled to future profits for proven work performed only, when the cost of his replacement and/or replacements in the position will be reduced."
- There is also a dispute between the parties regarding the circumstances of its conclusion. Here, too, Mr. Goldian claims that drafts were exchanged between the parties, while Mr. Zaruk claims that the text of the agreement was dictated to him.
2012 Draft
- After the payment of the advances in accordance with the second agreement was completed, an attempt was made by the parties to reach an account in light of the years that had passed. Discussions that took place in this matter with CPA Danny Schlefer (hereinafter: CPA Schleper), who acted on behalf of Mr. Goldian, did not lead to agreements.
Towards the end of 2012 and the beginning of 2013, the parties negotiated a new draft agreement (hereinafter: the 2012 draft). The draft (Appendix 5 to the claim( came into the world but has not been signed to this day. And the parties disagree on the question of whether it is valid. In any event, according to which the advances due to Mr. Zaruk will be increased to the sum of ILS 30, 000 gross per month together with VAT, and a different mechanism for offsetting expenses has been determined. It was also determined in this draft that Mr. Zaruk's profit percentage would increase, and instead of the rates of 17.5% and 20%, those of 17.5%, 22% and 25%, according to the conditions detailed therein.