UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

AppYea, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   46-1496846
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

16 Natan Alterman St, Gan Yavne, Israel

(800) 674-3561

(Address of Principal Executive Offices and Zip Code

and Telephone Number of Issuer)

 

Employee and Consultants’ Compensation Contracts

(Full Title of the Plan)

 

 

 

Asaf Porat

16 Natan Alterman Stret, Gan Yavne, Israel

(Name and address of agent for service)

 

(800) 674-3561

(Telephone number, including area code, of agent for service)

 

Copies to:

David Aboudi, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue

Suite 2446

New York, NY 10170

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company

☒

    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 
 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

   

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* The documents containing the information specified in Part I of this Registration Statement will be mailed or otherwise delivered to employees and consultants as specified by Rule 428(b)(1). Such documents are not required to be and are not filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933 (the “Securities Act”).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed with the Securities and Exchange Commission (“Commission”) by AppYea, Inc. (the “Company”) are incorporated herein by reference:

 

  (a) Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2023, and June 30, 2023, filed with the Commission on May 15, 2023, and August 14, 2023, respectively; and
     
  (b) Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 31, 2023.

 

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

The law firm of The Crone Law Group PC (the “Firm”), New York City, New York, counsel to the Company, has rendered an opinion attached as an exhibit hereto with respect to the legality of the shares of Common Stock to be registered herein. This Registration Statement includes the registration of up to 2,400,000 of Common Stock which may be issued to the Firm or its designees, pursuant to Consulting Agreement, dated July 1, 2023, between the Company and Mark Crone (as designee), at market prices at the dates of issuance.

 

 
 

 

Item 6. Indemnification of Directors and Officers.

 

Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada Revised Statutes (“NRS”), against all expense, liability and loss (including attorneys’ fees and amounts paid in settlement) reasonably incurred or suffered by such.

 

NRS 78.7502 permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or the suit if such person (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought or some other court of competent jurisdiction determines that such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

Our Amended and Restated Articles of Incorporation provide that the liability of our directors and officers shall be eliminated or limited to the fullest extent permitted by the NRS. NRS 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer, and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

 

 
 

 

Item 9. Undertakings.

 

(a) The undersigned Company hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the Registration Statement.

 

 
 

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability of the Company under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

  

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

B The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Gan Yavne, Israel, on November 13, 2023.

 

  APPYEA, INC.
     
  By: /s/ Adi Shemer
    Adi Shemer
    Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adi Shemer as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated.

 

Signature   Title   Date
         
/s/ Boris Molchadsky   Chairman of the Board, Director   November 13, 2023
Boris Molchadsky   (Principal Executive Officer)    
         
/s/ Asaf Porat   Chief Financial Officer,   November 13, 2023
Asaf Porat   (Principal Financial and Accounting Officer), Director    
         
/s/ Neil Kline   Director   November 13, 2023
Neil Kline        
         
/s/ Ron Merkel   Director   November 13, 2023

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number  

Description

     
5.1  

Opinion of The Crone Law Group, P.C.

     
10.1   Employment Agreement between Adi Shemer and Appyea, Inc. dated July 1, 2023 (incorporated by reference to the Current Report on Form 8-K filed by the Company on July 7, 2023)
     
10.2   Employment Agreement between Asaf Porat and AppYea, Inc. dated July 1, 2021 (incorporated by reference to the Annual Report on Form 10-K filed by the Company on March 31, 2023)
     
10.3   Letter of Engagement between Appyea, Inc. and Neil Kline dated as of January 26, 2022
     
10.4   Letter of Engagement between Appyea, Inc. and Ron Mekler dated as of December 15, 2022
     
10.5   Services Agreement between Appyea, Inc. and SleepX Ltd., dated as of January 1, 2023
     
10.6   Services Agreement between Appyea, Inc. and Tal Weizman dated as of  May 1, 2023
     
10.7   Services Agreement between Appyea, Inc. and Simply Customize It LLC dated as of June 1, 2023
     
10.8   Consulting Agreement between Appyea Inc. and Mark Crone, dated as of July 1, 2023
     
23.1   Consent of Barzilay & Co.
     
23.2   Consent of The Crone Law Group. P.C. (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
     
107   Filing Fee Table

 

 

 

Exhibit 5.1

 

 

November 10, 2023

 

AppYea, Inc.

16 Natan Alterman Stret,

Gan Yavne, Israel

 

Re: AppYea, Inc. Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to AppYea, Inc., a Nevada corporation (the “Company”), in connection with the preparation of the registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the offering of 64,875,479 shares of the Company’s common stock (the “Shares”), which may be issued pursuant the Service Agreements (hereinafter defined), each of which is made an exhibit to the Registration Statement:

 

In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached thereto; (b) the Company’s Amended and Restated Articles of Incorporation; (c) the Company’s Bylaws, as amended; (d) the Employment Agreement between the Company and Adi Shemer, dated July 1, 2003 (the “Shemer Agreement”); (e) the Employment Agreement between the Company and Asaf Porat, dated July 1, 2021 (the “Porat Agreement”); (f) the Letter of Engagement between the Company and Neil Kline, dated as of January 26, 2022 (the “Kline Agreement”); (g) the Letter of Engagement between the Company and Ron Mekler, dated as of December 15, 2022 (the “Mekler Agreement”); (h) the Services Agreement among the Company, SleepX Ltd, and Amir Geva, dated as of January 1, 2023 (the “SleepX Agreement”); (i) the Services Agreement between the Company and Tal Weizman, dated as of May 1, 2023 (the “Weizman Agreement”); (j) the Services Agreement between the Company and Simply Customize It LLC (Siel Goldofsky, as designee), dated as of June 1, 2023 (the “Customize It Agreement”), (k) Consulting Agreement between the Company and Mark Crone, dated July 1, 2023 (the “Crone Agreement” together with the Shemer Agreement, the Porat Agreement, the Kline Agreement, the Mekler Agreement, the SleepX Agreement, the Weizman Agreement, and the Customize It Agreement, are collectively referred to herein as the “Service Agreements”); (l) certain records of the Company’s corporate proceedings as reflected in its minute books including resolutions of the board of directors approving the Service Agreements; and (m) such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof.

 

Based upon the foregoing, we are of the opinion that the Shares have been validly authorized, and when the Registration Statement has become effective under the Act, such Shares will, when issued pursuant to the terms of the Service Agreements, be legally issued, fully paid and non-assessable shares of the Company’s common stock.

 

We hereby consent to the inclusion of our name and use of our opinion in connection with the Form S-8 Registration Statement filed with the Commission as counsel for the Company, AppYea, Inc.

 

Very truly yours,
 
/S/ THE CRONE LAW GROUP, P.C.
THE CRONE LAW GROUP, P.C.

 

420 Lexington Avenue, Suite 2446, New York, NY 10170

Telephone: 646.861.7891

www.cronelawgroup.com

 

 

 

Exhibit 10.3

 

January 26, 2022

By Email

 

To: Neil Kline

 

Re: Letter of Engagement

 

We take this opportunity to congratulate you on your appointment to the board of directors (the “Board”) of AppYea, Inc. (the “Company”), effective as of 02.01.22. Upon your appointment as director in the Board and during the term of your service on the Board, the Company hereby notifies you of the following:

 

The Company intends to establish an employee stock option plan pursuant to which Company employees, directors and other service providers will be entitled to participate on the terms hereof (the “ESOP”). Subject to approval by the board of directors of the Company, the Company shall grant you a stock option under the ESOP (the “Option”) to purchase up to 500,000 shares of the Company’s common stock, par value $0.0001 per share of the Company (the “Common Stock”), on a post split basis. Upon grant, the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended April 30, 2023. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between yourself and the Company.

 

Company will indemnify and defend you against any liability incurred in the performance of the services as a director to the fullest extent authorized in Company’s Articles of Incorporation, as amended, bylaws, as amended and applicable law.

 

You shall maintain in confidence and shall not disclose any confidential information, or trade secrets belonging to Company, except to the extent necessary to perform the Services, or as required by a lawful government order or subpoena, or as authorized in writing by Company.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to its conflict of laws provision.

 

Sincerely,

 

AppYea, Inc.      
       
By: /s/Asaf Porat      
       
Agreed and Accepted:      
     
/s/Neil Kline   1.26.2022  
Neil Kline      

 

1

 

Exhibit 10.4

 

December 15, 2022

 

By Email

 

To: Ron Mekler

 

Re: Letter of Engagement

 

We take this opportunity to congratulate you on your appointment to the board of directors (the “Board”) of AppYea, Inc. (the “Company”), effective as of 01.01.23. Upon your appointment as director in the Board and during the term of your service on the Board, the Company hereby notifies you of the following:

 

The Company intends to establish an employee stock option plan pursuant to which Company employees, directors and other service providers will be entitled to participate on the terms hereof (the “ESOP”). Subject to approval by the board of directors of the Company, the Company shall grant you a stock option under the ESOP (the “Option”) to purchase up to 500,000 shares of the Company’s common stock, par value $0.0001 per share of the Company (the “Common Stock”). Upon grant, the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended March 31, 2024. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between yourself and the Company.

 

Company will indemnify and defend you against any liability incurred in the performance of the services as a director to the fullest extent authorized in Company’s Articles of Incorporation, as amended, bylaws, as amended and applicable law.

 

You shall maintain in confidence and shall not disclose any confidential information, or trade secrets belonging to Company, except to the extent necessary to perform the Services, or as required by a lawful government order or subpoena, or as authorized in writing by Company.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to its conflict of laws provision.

 

Sincerely,  
     
AppYea, Inc.  
     
By: /s/Asaf Porat, CFO  
     
Agreed and Accepted:  
     
  /s/ Ron Mekler  
  Ron Mekler  

 

1

 

Exhibit 10.5

 

 

SERVICES AGREEMENT

 

This Services Agreement (this “Agreement”) is made as of 01 day of January , 2022 by and between AppYea INC. a company incorporated under the laws of the State of Nevada and SleepX LTD, a company incorporated under the laws of the State of Israel (the “Company”) and Prof. Amir Geva ID 055897219 residing at Arik Einstein 12, Herzliya , Israel (the “Services Provider”);

 

WHEREASthe Company is operating in the field of snoring and sleep apnea treatment (the “Field”) and wishes to receive certain services from the Service Provider as set forth herein; and
  
WHEREASaccordingly, Company wishes to nominate Service Provider as a the Company’s CSO and to receive from him certain Services (as defined below) and the Services Provider is willing to provide such Services to the Company, as specified in this Agreement hereinafter; and
  
WHEREASthe Services Provider declares that he is capable and willing to perform his duties according to the terms and conditions set forth in this Agreement;
  
WHEREASthe parties wish to regulate their relationship in writing and to set forth certain understandings regarding the provision of the Services by the Services Provider to the Company as of the Commencement Date, as defined below, in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto agree as follows:

 

1. Engagement

 

1.1Subject to the terms and conditions of this Agreement, the Company hereby engages the Services Provider as a provider of the Services (as defined below), as of the date hereof (the “Commencement Date”), and the Services Provider accepts such engagement as of the Commencement Date.

 

1.2The Services Provider undertakes that in order to duly fulfill the Services, he shall provide the Services as needed to fulfill the specific required tasks (“Scope of Services”).

 

1.3The Services Provider shall devote all his desire, know-how, efforts, expertise and talents required for the proper performance of the Services and as shall be required by the Company’s CEO and it shall act with loyalty and dedication in order to perform its duties and obligations under this Agreement to the best and to maximize the Company’s benefits.

 

1.4All the Services shall be provided personally by the Services Provider. The engagement hereunder is not exclusive, and shall not limit the Company from engaging a third party to provide services which are the same as or similar to the Services.

 

1.5For avoidance of doubt, the service provider is engaged in the field of sleep medicine and sleep and breathing work at the same field and the agreement does not prevent or restrict the activity of the service provider in his framework in BG university, companies and business entities, separately or together with others. Nevertheless, service provider shall not develop a competing product (bracelet and app that treats the field of development to which it will be exposed).

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

2. The Services

 

2.1The Services Provider’s duties and responsibilities shall include, amongst others, the services detailed in this section 2 herein (the “Services”):

 

2.1.1Assisting in characterization of Company’s products and Company’s development program and its execution;

 

2.1.2Assist Company to locate, recruit and hire professionals as shall be required by the Company;

 

2.1.3Promote, operate and manage the required biomedical signal processing validation process from professionals in the field as shall be needed in the course of development.

 

2.2Provision of inputs, advice, ideas and proposals relating to the Field and any additional general services in connection with the Field, as may be required by the Company from time to time, at its sole discretion.

 

2.3The Services shall be provided from the Company’s office and/or any other place as shall be agreed by the parties.

 

3. Undertakings

 

3.1The Services Provider warrants and undertakes that there is no legal, commercial, contractual or other restriction, including any obligation or agreement or confidentiality with any previous or current employer or any other third party, which precludes or might preclude the Services Provider from completely performing his obligations pursuant to this Agreement.

 

3.2The Services Provider undertakes to keep the Company fully informed in due time of all developments relating to the Services.

 

3.3Without derogating from the above, the Services Provider shall report to the Company’s CEO, or any other officers that will be defined by the Company’s CEO, and coordinate with him his activities under this Agreement.

 

3.4The Services Provider shall act with loyalty and dedication in a manner that reflects the good name, goodwill and reputation of Company and its products and/or services.

 

3.5The Services Provider shall not be entitled to make any representations or undertakings on behalf of the Company and/or bind the Company in any manner whatsoever unless a prior written consent has been given by the Company.

 

3.6The Services Provider shall perform all duties set forth herein in full compliance with all applicable laws, regulations, orders, relevant licenses and other legal requirements to which he is subject in the conduct of his activities hereunder.

 

3.7The Services Provider undertakes to indemnify and hold the Company, its directors, officers and employees, harmless from and against any and all liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees), arising out of (1) a material breach by the Services Provider of this Agreement; (2) any negligent or wrongful acts or omissions on the part of the Services Provider unless caused by the Company, its directors, officers and employees; (3) any claim, action, or other proceeding based upon the Services Provider’s use of any proprietary materials (other than proprietary materials of the Company) infringing any intellectual property rights of any third party, including without limitation, of any former customer or employer of the Services Provider.

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

4. Consideration

 

As full compensation for the Services rendered by the Services Provider pursuant to this Agreement, the Services Provider shall be entitled to receive during the Term, subject to the fulfillment of his obligations hereunder, the following consideration:

 

4.1Following the adoption of a Stock Option Plan by the Company (the “Plan”) and its approval by the board of directors of the Company (the “Board”), and following a reverse split of 1 to 200, the Company shall grant to the Services Provider options to purchase 500,000 shares of common stock of the Company (AppYea INC, Approx 0. 25%), as of Commencement Date (the “ Options” and the “Consideration” respectively) according to vesting schedule, at $0.01 per share.

 

4.2Vesting schedule: 50% of the amount shall become fully vested following 12 months from the Commencement Date, and the remaining portion of the Options shall vest on a quarterly basis, at the lapse of every quarter, over a period of 1 year as of the 12 months after the Commencement Date.

 

4.3In addition, the Services Provider shall receive From SleepX, for each month in which he provided 8 consulting hours, NIS 10,000 + VAT against submission of an invoice. The payment shall be postponed and accumelated until the earlier of approval of the company prospectus or the end of April 2022.

 

4.4Upon the approval of the grant by the Board, and as a condition to the grant, the Services Provider shall sign the standard Option Agreement with the Company regarding the Options, including the proxy attached thereto (the “Option Agreement”). The Services Provider undertakes to take all actions and to sign all documents required, in order to give effect to and enforce the above terms and conditions. The Services Provider shall bear all tax consequences regarding the Options.

 

4.5Other than the terms as specified herein above, the Options shall be subject to the standard terms and conditions of the Plan and the Option Agreement.

 

4.6Following the Termination of engagement, any unexercised (vested or unvested) Options shall expire immediately and the Services Provider shall not have any claim against the Company with respect thereto.

 

4.7The Services Provider acknowledges that the consideration detailed in this Agreement constitutes the full and sole compensation of the Services Provider during the Term, and he (or any third party on its behalf) shall not be entitled to receive any further compensation or consideration of any kind whatsoever in connection with the performance of his duties under this Agreement, and he does not have, nor will he have, any right to any additional payment of any kind whatsoever, whether monetary or its equivalent. For the avoidance of doubt, any expenses incurred by the Services Provider in the course of the provision of Services to the Company hereunder, shall be born solely by the Services Provider.

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

5. Confidentiality, Non-Competition and Proprietary Rights

 

The Services Provider undertakes, in addition to any other commitment he may take upon himself, and without derogating from any such undertaking, to comply with and to fulfill all the undertakings of confidentiality, unfair competition and intellectual property assignment, as set forth in Appendix A attached hereto.

 

6. The Nature of the Contractual Relationship

 

6.1It is hereby clarified that the Services Provider shall perform his undertakings hereunder on an independent contractor basis, and that there shall be no employee-employer relationship whatsoever between him and the Company.

 

6.2The Services Provider hereby declares that the engagement with the Company as an independent contractor, rather as an employee, was made upon his initiative and request, and accordingly the Services Provider hereby irrevocably and expressly waives any claim or demand in connection with any employer-employee relationship with the Company, and further declares that he acknowledges that the consideration agreed with the Company under this Agreement is based upon his declaration and the absence of such relationship.

 

6.3The terms of this section shall survive any termination or expiration of this Agreement.

 

7. Term and Termination

 

7.1This Agreement shall be effective from the Commencement Date and until terminated, upon the earlier of the following events (the “Term”): (a) by either party for any reason on 30 days’ prior written notice to the other party (the “Notice Period”); (b) by the Company, immediately, without any prior notice, for Cause (as defined below).

 

“Cause” shall exist if the Services Provider or anyone on its behalf: (i) embezzles funds of the Company; or (ii) has committed a dishonorable criminal offense; or (iii) deliberately causes harm to Company’s business affairs; or (iv) breaches the confidentiality and/or non-competition and/or proprietary rights provisions of this Agreement; or (v) refuses to perform his material obligations hereunder or refuses to follow the lawful, reasonable directions of the Company; (vi) commits any material breach of this Agreement and does not cure such breach within 7 days of receipt from the Company of written notice thereof.

 

7.2During the Notice Period, the Services Provider must continue to discharge and perform his duties and obligations under this Agreement, unless otherwise directed by the Company. To avoid any doubt, except for in the event of termination for Cause, the Services Provider shall be entitled to the Services Compensation (as defined below) during the Notice Period.

 

7.3The Services Provider undertakes that immediately upon termination of his engagement with the Company, for any reason, he shall return to the Company any and all the documents, CD’s or other magnetic media, letters, reports and any other material relating to the Company’s business, as well as any equipment and/or other property belonging to the Company which was placed at his disposal or was produced or obtained by him while performing the Services under this Agreement, and delete such information.

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

8. Miscellaneous

 

8.1This Agreement (including any appendix attached hereto) sets forth the entire agreement between the parties, and supersedes any prior written or oral arrangements, understandings and/or agreements. This Agreement may not be amended or modified except in a written document signed by both parties.

 

8.2This Agreement may not be assigned by the Services Provider without the express written consent of the Company.

 

8.3This Agreement shall be governed by the laws of the State of Israel. The courts of Israel shall have exclusive jurisdiction over any dispute or matter in connection with this Agreement.

 

8.4The failure of either party at any time to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to that or any other breach or failure by the other party.

 

8.5Any notice required or permitted hereunder shall be given in writing and deemed to have been duly given on the day of delivery, if delivered personally or by e-mail or by facsimile with written confirmation of receipt, or within 7 (seven) days as of the date of mailing, or on receipt of a proof of delivery duly signed, if mailed by registered mail, or by an internationally recognized courier service, postage prepaid and addressed to the addresses set forth above.

 

IN WITNESS THEREOF THE PARTIES HERETO HAVE AGREED AND SIGNED:

 

  /s/ Amir Geva

AppYea Inc.

   Prof. Amir Geva

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

Appendix A

 

CONFIDENTIALITY, UNFAIR COMPETITION AND INTELLECTUAL PROPERTY ASSIGNMENT

 

THIS UNDERTAKING (“Undertaking”) is entered into effect as of the 01 day of January, 2022 by Prof. Amir Geva, ID 055897219, residing at Arik Einstein 12, Herzliya (the “Services Provider”);

 

WHEREASthe Services Provider wishes to provide the Services to the Company; and

 

WHEREASthe Company wishes to receive the Services from the Services Provider subject to his executing of this Undertaking in the Company’s favor.

 

NOW, THEREFORE, the Services Provider undertakes and warrants towards the Company and any subsidiary and parent entity of the Company as follows:

 

1. Confidential Information

 

1.1The Services Provider acknowledges that he will have access to confidential and proprietary information, including information concerning activities of the Company and any of its subsidiaries and affiliated companies, now or in the future (collectively, the “Group”) that he will be part of the development and registration of patents, advantageous to the Company, including the clinical validation stages in the Field and that he will have access to technology regarding the product research and development, patents, copyrights, customers, suppliers (including customers and/or suppliers lists), marketing plans, strategies, forecasts, trade secrets, test results, formulas, processes, data, know-how, improvements, inventions, techniques and products (actual or planned) of the Group, technical or financial information, employment terms and conditions of the Services Provider’s engagement with the Company. Such information in any form or media, whether documentary, written, oral or computer generated, shall be deemed to be and referred to herein as “Proprietary Information”.

 

1.2During the term of his engagement with the Company or at any time after termination thereof for any reason, the Services Provider shall not disclose to any person or entity, without the prior consent of the Company any Proprietary Information, whether oral or in writing or in any other form.

 

1.3Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Group irrespective of form, but excluding information that has become a part of the public domain not as a result of a breach of this Undertaking by the Services Provider.

 

1.4The Services Provider agrees that all memoranda, books, notes, records (contained on any media whatsoever), charts, formulae, specifications, lists and other documents made, compiled, received, held or used by the Services Provider during the term of his engagement with the Company, concerning any phase of the Group’s business or its trade secrets in the Field (the “Materials”), shall be the Company’s sole property and all originals or copies thereof shall be delivered by the Services Provider to the Company upon termination of the Services Provider’s engagement with the Company for any reason whatsoever, or at any earlier or other time at the request of the Company, without the Services Provider retaining any copies thereof.

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

2. Unfair Competition and Solicitation

 

2.1The Services Provider acknowledges that the provisions of this Undertaking are reasonable and necessary to legitimately protect the Group’s Proprietary Information, its property (including intellectual property) and its goodwill and is reasonable, especially in light of the consideration and benefits payable to it according to the agreement between the Services Provider and the Company.

 

2.2The Services Provider further acknowledges that he has carefully reviewed the provisions of this Undertaking, he fully understands the consequences thereof and he has assessed the respective advantages and disadvantages to him of entering into this Undertaking.

 

2.3In light of the above provisions and in addition to any other undertaking herein, the Services Provider hereby undertakes:

 

(i)That during the term of his engagement with the Company (including any notice period, if applicable) and for a period of twelve (12) months thereafter, he shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, Services Provider or otherwise, in any business, occupation, work or any other activity which is reasonably likely to be competitive with the Company in the Field.
   
 (ii)That during the term of his engagement with the Company (including any notice period, if applicable) and for twelve (12) months thereafter, he shall not induce any employee, Services Provider, supplier or customer of the Group to terminate, or reduce its scope of relationships with the Company. In addition, the Services Provider will not, directly or indirectly, solicit or recruit any employee of the Group for the purpose of being employed by him, directly or indirectly.

 

3. Ownership of Inventions

 

3.1The Services Provider will notify and disclose to the Company, or any persons designated by it, all information, improvements, inventions, formula, processes, techniques, know-how, technologies and data, whether or not patentable, made or conceived or reduced to practice or learned by the Services Provider, either alone or jointly with others, during the term of his engagement with the Company and with respect to the Company’s business (all such information, improvements, inventions, formulae, processes, techniques, know-how, technologies and data are hereinafter referred to as the: “Invention(s)”) immediately upon discovery, receipt or invention as applicable, independent of where such Invention(s) were discovered, received or invented as applicable.

 

3.2Delivery of the notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Services Provider hereby confirm that his engagement with the Company was made on a “Work for Hire” basis and accordingly the Services Provider agrees that all the Inventions shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. In order to avoid any doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of the Invention or of its delivery, shall not be considered a waiver of ownership of the Invention, and in any event the Invention shall remain the sole property of the Company.

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

3.3The Services Provider hereby irrevocably assigns to the Company, for no consideration of any kind whatsoever, any rights the Services Provider may have or acquire in and to such Inventions and he irrevocably waives any right he has or may have in the future to receive any payment, royalty or other consideration (of any kind whatsoever) with respect to the Inventions, including according to section 134 of the Patents Law, 5727-1967, if applicable. The Services Provider acknowledges that the consideration paid to him by the Company under the agreement between the Services Provider and the Company is the full and complete compensation that the Services Provider shall be entitled to, for any Invention(s), during the term of his engagement with the Company and/or any time thereafter.

 

3.4The Services Provider further agrees as to all such Inventions to assist the Company, or any persons designated by it, in every proper way to obtain and from time to time enforce such Inventions in any way including by way of patents over such Inventions in any and all countries, and to that effect the Services Provider will execute all documents for use in applying for and obtaining patents over and enforcing such Inventions, as the Company may desire, together with any assignments of such Inventions to the Company or persons or entities designated by it.

 

3.5To the extent required, the Services Provider empowers the Company, its successors, assigns and nominees, to make applications for patent, trademark, copyright or other intellectual property registration or protection anywhere in the world, to claim and receive the benefit of any applicable rights of priority in connection with such applications, to prosecute such applications to issue, and to have any and all registrations issued in the name of assignee.

 

3.6The Services Provider shall not be entitled, with respect to all of the above, to any monetary consideration or any other consideration except as explicitly set forth in this Undertaking.

 

3.7Notwithstanding anything herein to the contrary, the Company’s proprietary interest in the Company Inventions and the Service provider obligation to assign all Company Inventions, shall not apply to any Invention which the Service provider can prove with written records all of the following: (i) it was developed entirely on his own time and not during the services to the Company; (ii) no equipment, supplies, facilities, services, resources including human resources, or Confidential Information of the Company or any of its parent, subsidiaries, or affiliates, were used in its development; (iii) it does not relate (a) directly or indirectly to the business of the Company; (b) to the actual or anticipated business, research or development of the Company; and (iv) it does not result from or is in the scope of any service performed, tasked, or is to be performed, by the Service provider for the Company.

 

3.8Appendix B, attached to the agreement, shall disclose all current ownership of IP and publications owned by the service provider, and shall not be part of any future claim or ownership of IP of the company.

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

 

4. Third Party Information

 

4.1The Services Provider represents and undertakes that he will not disclose to the Company any proprietary or confidential information belonging to any third party, including any prior or current employer or contractor, unless the written approval of that third party was received.

 

4.2The Services Provider recognizes that the Company may receive in the future from third parties their confidential or proprietary information, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Services Provider undertakes to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out its services for the Company, consistent with the Company’s agreement with such third party.

 

5. General

 

5.1The Services Provider acknowledges that the provisions of this Undertaking serve as an integral part of the terms of his engagement with the Company under the agreement between the Services Provider and the Company and reflect the reasonable requirements of the Company in order to protect its legitimate interests. If any provision of this Undertaking (including any sentence, clause or part thereof) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete there from the portion thus adjudicated to be invalid or unenforceable, provided that such deletion will apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.

 

5.2The provisions of this Undertaking shall continue and remain in full force and effect following the termination of the engagement between the Services Provider and the Company for whatever reason. This Undertaking shall not serve in any manner as to derogate from any of the Services Provider’s obligations and liabilities under any applicable law and/or under any other agreement with the Company.

 

5.3The Services Provider acknowledges that execution of this Undertaking is a condition to his engagement with the Company and the disclosure of any Proprietary Information.

 

Prof. Amir Geva

   Date: 01.01.2022
/s/ Amir Geva    

 

AppYea, Inc.

102 NE 2nd Street #265, Boca Raton, FL 33432

 

 

 

 

Exhibit 10.6

 

 

 

SERVICES AGREEMENT

 

This Services Agreement (this “Agreement”) is made as of 1 day of May , 2023 by and between AppYea INC. a company incorporated under the laws of the State of Nevada (the “Company”) and Tal weizman ID 038054029, residing at Kipnis Levin 14, Be’er Sheva, Israel, Israel (the “Services Provider”);

 

WHEREAS the Company is operating in the field of snoring and sleep apnea treatment (the “Field”) and wishes to receive certain services from the Service Provider as set forth herein; and
   
WHEREAS accordingly, Company wishes to nominate Service Provider as the Company’s CRM and marketing consultant and to receive from him certain Services (as defined below) and the Services Provider is willing to provide such Services to the Company, as specified in this Agreement hereinafter; and
   
WHEREAS the Services Provider declares that he is capable and willing to perform his duties according to the terms and conditions set forth in this Agreement;
   
WHEREAS the parties wish to regulate their relationship in writing and to set forth certain understandings regarding the provision of the Services by the Services Provider to the Company as of the Commencement Date, as defined below, in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto agree as follows:

 

1. Engagement

 

  1.1 Subject to the terms and conditions of this Agreement, the Company hereby engages the Services Provider as a provider of the Services (as defined below), as of the date hereof (the “Commencement Date”), and the Services Provider accepts such engagement as of the Commencement Date.
     
  1.2 The Services Provider undertakes that in order to duly fulfill the Services, he shall provide the Services as needed to fulfill the specific required tasks (“Scope of Services”).
     
  1.3 The Services Provider shall devote all his desire, know-how, efforts, expertise and talents required for the proper performance of the Services and as shall be required by the Company’s CEO and it shall act with loyalty and dedication in order to perform its duties and obligations under this Agreement to the best and to maximize the Company’s benefits.
     
  1.4 All the Services shall be provided personally by the Services Provider. The engagement hereunder is not exclusive and shall not limit the Company from engaging a third party to provide services which are the same as or similar to the Services.

 

AppYea, Inc.

 

 

 

 

2. The Services

 

  2.1 The Services Provider’s duties and responsibilities shall include, amongst others, the services detailed in this section 2 herein (the “Services”):

 

  2.1.1 Assisting in building and defining company CRM system.
     
  2.1.2 Building and managing marketing campaigns.
     
  2.1.3 Generating statistical reports.
     
  2.1.4 Building and managing data system and automated processes.

 

  2.2 Provision of inputs, advice, ideas and proposals relating to the Field and any additional general services in connection with the Field, as may be required by the Company from time to time, at its sole discretion.
     
  2.3 The Services shall be provided from the Company’s office and/or any other place as shall be agreed by the parties.

 

3. Undertakings

 

  3.1 The Services Provider warrants and undertakes that there is no legal, commercial, contractual, or other restriction, including any obligation or agreement or confidentiality with any previous or current employer or any other third party, which precludes or might preclude the Services Provider from completely performing his obligations pursuant to this Agreement.
     
  3.2 The Services Provider undertakes to keep the Company fully informed in due time of all developments relating to the Services.
     
  3.3 Without derogating from the above, the Services Provider shall report to the Company’s CEO, or any other officers that will be defined by the Company’s CEO, and coordinate with him his activities under this Agreement.
     
  3.4 The Services Provider shall act with loyalty and dedication in a manner that reflects the good name, goodwill and reputation of Company and its products and/or services.
     
  3.5 The Services Provider shall not be entitled to make any representations or undertakings on behalf of the Company and/or bind the Company in any manner whatsoever unless prior written consent has been given by the Company.
     
  3.6 The Services Provider shall perform all duties set forth herein in full compliance with all applicable laws, regulations, orders, relevant licenses and other legal requirements to which he is subject in the conduct of his activities hereunder.
     
  3.7 The Services Provider undertakes to indemnify and hold the Company, its directors, officers and employees, harmless from and against any and all liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees), arising out of (1) a material breach by the Services Provider of this Agreement; (2) any negligent or wrongful acts or omissions on the part of the Services Provider unless caused by the Company, its directors, officers and employees; (3) any claim, action, or other proceeding based upon the Services Provider’s use of any proprietary materials (other than proprietary materials of the Company) infringing any intellectual property rights of any third party, including without limitation, of any former customer or employer of the Services Provider.

 

AppYea, Inc.

 

 

 

 

4. Consideration

 

As full compensation for the Services rendered by the Services Provider pursuant to this Agreement, the Services Provider shall be entitled to receive during the Term, subject to the fulfillment of his obligations hereunder, the following consideration:

 

  4.1 Following the adoption of a Stock Option Plan by the Company (the “Plan”) and its approval by the board of directors of the Company (the “Board”), the Company shall grant to the Services Provider options to purchase 500,000 shares of common stock of the Company, as of Commencement Date (the “ Options” and the “Consideration” respectively) according to vesting schedule, at $0.0001 per share.
     
  4.2 Vesting schedule: 1/3 of the options shall become fully vested following 12 months from the Commencement Date, and the remaining portion of the Options shall vest on a quarterly basis, at the lapse of every quarter, over a period of 2 years as of the 12 months after the Commencement Date.
     
  4.3 Upon the approval of the grant by the Board, and as a condition to the grant, the Services Provider shall sign the standard Option Agreement with the Company regarding the Options, including the proxy attached thereto (the “Option Agreement”). The Services Provider undertakes to take all actions and to sign all documents required, in order to give effect to and enforce the above terms and conditions. The Services Provider shall bear all tax consequences regarding the Options.
     
  4.4 Other than the terms as specified herein above, the Options shall be subject to the standard terms and conditions of the Plan and the Option Agreement.
     
  4.5 Following 2 years from termination of engagement, any unexercised (vested or unvested) Options shall expire, and the Services Provider shall not have any claim against the Company with respect thereto.
     
  4.6 The Services Provider acknowledges that the consideration detailed in this Agreement constitutes the full and sole compensation of the Services Provider during the Term, and he (or any third party on its behalf) shall not be entitled to receive any further compensation or consideration of any kind whatsoever in connection with the performance of his duties under this Agreement, and he does not have, nor will he have, any right to any additional payment of any kind whatsoever, whether monetary or its equivalent. For the avoidance of doubt, any expenses incurred by the Services Provider in the course of the provision of Services to the Company hereunder, shall be born solely by the Services Provider.

 

AppYea, Inc.

 

 

 

 

5. Confidentiality, Non-Competition and Proprietary Rights

 

The Services Provider undertakes, in addition to any other commitment he may take upon himself, and without derogating from any such undertaking, to comply with and to fulfill all the undertakings of confidentiality, unfair competition and intellectual property assignment, as set forth in Appendix A attached hereto.

 

6. The Nature of the Contractual Relationship

 

  6.1 It is hereby clarified that the Services Provider shall perform his undertakings hereunder on an independent contractor basis, and that there shall be no employee-employer relationship whatsoever between him and the Company.
     
  6.2 The Services Provider hereby declares that the engagement with the Company as an independent contractor, rather as an employee, was made upon his initiative and request, and accordingly the Services Provider hereby irrevocably and expressly waives any claim or demand in connection with any employer-employee relationship with the Company, and further declares that he acknowledges that the consideration agreed with the Company under this Agreement is based upon his declaration and the absence of such relationship.
     
  6.3 The terms of this section shall survive any termination or expiration of this Agreement.

 

7. Term and Termination

 

  7.1 This Agreement shall be effective from the Commencement Date and until terminated, upon the earlier of the following events (the “Term”): (a) by either party for any reason on 30 days’ prior written notice to the other party (the “Notice Period”); (b) by the Company, immediately, without any prior notice, for Cause (as defined below).
     
    “Cause” shall exist if the Services Provider or anyone on its behalf: (i) embezzles funds of the Company; or (ii) has committed a dishonorable criminal offense; or (iii) deliberately causes harm to Company’s business affairs; or (iv) breaches the confidentiality and/or non-competition and/or proprietary rights provisions of this Agreement; or (v) refuses to perform his material obligations hereunder or refuses to follow the lawful, reasonable directions of the Company; (vi) commits any material breach of this Agreement and does not cure such breach within 7 days of receipt from the Company of written notice thereof.
     
  7.2 During the Notice Period, the Services Provider must continue to discharge and perform his duties and obligations under this Agreement, unless otherwise directed by the Company. To avoid any doubt, except for in the event of termination for Cause, the Services Provider shall be entitled to the Services Compensation (as defined below) during the Notice Period.
     
  7.3 The Services Provider undertakes that immediately upon termination of his engagement with the Company, for any reason, he shall return to the Company any and all the documents, CD’s or other magnetic media, letters, reports and any other material relating to the Company’s business, as well as any equipment and/or other property belonging to the Company which was placed at his disposal or was produced or obtained by him while performing the Services under this Agreement, and delete such information.

 

AppYea, Inc.

 

 

 

 

8. Miscellaneous

 

  8.1 This Agreement (including any appendix attached hereto) sets forth the entire agreement between the parties, and supersedes any prior written or oral arrangements, understandings and/or agreements. This Agreement may not be amended or modified except in a written document signed by both parties.
     
  8.2 This Agreement may not be assigned by the Services Provider without the express written consent of the Company.
     
  8.3 This Agreement shall be governed by the laws of the State of Israel. The courts of Israel shall have exclusive jurisdiction over any dispute or matter in connection with this Agreement.
     
  8.4 The failure of either party at any time to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to that or any other breach or failure by the other party.
     
  8.5 Any notice required or permitted hereunder shall be given in writing and deemed to have been duly given on the day of delivery, if delivered personally or by e-mail or by facsimile with written confirmation of receipt, or within 7 (seven) days as of the date of mailing, or on receipt of a proof of delivery duly signed, if mailed by registered mail, or by an internationally recognized courier service, postage prepaid and addressed to the addresses set forth above.

 

IN WITNESS THEREOF THE PARTIES HERETO HAVE AGREED AND SIGNED:

 

  /s/ Tal weizman
AppYea Inc.   Tal weizman

 

AppYea, Inc.

 

 

 

 

Appendix A

 

CONFIDENTIALITY, UNFAIR COMPETITION AND INTELLECTUAL PROPERTY ASSIGNMENT

 

THIS UNDERTAKING (“Undertaking”) is entered into effect as of the 1 day of May, 2023 by Tal weizman, ID 038054029, residing at Kipnis Levin 14, Be’er Sheva, Israel (the “Services Provider”);

 

WHEREAS the Services Provider wishes to provide the Services to the Company; and
   
WHEREAS the Company wishes to receive the Services from the Services Provider subject to his executing of this Undertaking in the Company’s favor.

 

NOW, THEREFORE, the Services Provider undertakes and warrants towards the Company and any subsidiary and parent entity of the Company as follows:

 

1. Confidential Information

 

1.1 The Services Provider acknowledges that he will have access to confidential and proprietary information, including information concerning activities of the Company and any of its subsidiaries and affiliated companies, now or in the future (collectively, the “Group”) that he will be part of the development and registration of patents, advantageous to the Company, including the clinical validation stages in the Field and that he will have access to technology regarding the product research and development, patents, copyrights, customers, suppliers (including customers and/or suppliers lists), operations plans, strategies, forecasts, trade secrets, test results, formulas, processes, data, know-how, improvements, inventions, techniques and products (actual or planned) of the Group, technical or financial information, employment terms and conditions of the Services Provider’s engagement with the Company. Such information in any form or media, whether documentary, written, oral or computer generated, shall be deemed to be and referred to herein as “Proprietary Information”.
   
1.2 During the term of his engagement with the Company or at any time after termination thereof for any reason, the Services Provider shall not disclose to any person or entity, without the prior consent of the Company any Proprietary Information, whether oral or in writing or in any other form.
   
1.3 Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Group irrespective of form, but excluding information that has become a part of the public domain not as a result of a breach of this Undertaking by the Services Provider.
   
1.4 The Services Provider agrees that all memoranda, books, notes, records (contained on any media whatsoever), charts, formulae, specifications, lists and other documents made, compiled, received, held or used by the Services Provider during the term of his engagement with the Company, concerning any phase of the Group’s business or its trade secrets in the Field (the “Materials”), shall be the Company’s sole property and all originals or copies thereof shall be delivered by the Services Provider to the Company upon termination of the Services Provider’s engagement with the Company for any reason whatsoever, or at any earlier or other time at the request of the Company, without the Services Provider retaining any copies thereof.

 

AppYea, Inc.

 

 

 

 

2. Unfair Competition and Solicitation

 

2.1 The Services Provider acknowledges that the provisions of this Undertaking are reasonable and necessary to legitimately protect the Group’s Proprietary Information, its property (including intellectual property) and its goodwill and is reasonable, especially in light of the consideration and benefits payable to it according to the agreement between the Services Provider and the Company.
   
2.2 The Services Provider further acknowledges that he has carefully reviewed the provisions of this Undertaking, he fully understands the consequences thereof and he has assessed the respective advantages and disadvantages to him of entering into this Undertaking.
   
2.3 In light of the above provisions and in addition to any other undertaking herein, the Services Provider hereby undertakes:

 

  (i) That during the term of his engagement with the Company (including any notice period, if applicable) and for a period of twelve (12) months thereafter, he shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, Services Provider or otherwise, in any business, occupation, work or any other activity which is reasonably likely to be competitive with the Company in the Field.
     
  (ii) That during the term of his engagement with the Company (including any notice period, if applicable) and for twelve (12) months thereafter, he shall not induce any employee, Services Provider, supplier or customer of the Group to terminate, or reduce its scope of relationships with the Company. In addition, the Services Provider will not, directly or indirectly, solicit or recruit any employee of the Group for the purpose of being employed by him, directly or indirectly.

 

3. Ownership of Inventions

 

3.1 The Services Provider will notify and disclose to the Company, or any persons designated by it, all information, improvements, inventions, formula, processes, techniques, know-how, technologies and data, whether or not patentable, made or conceived or reduced to practice or learned by the Services Provider, either alone or jointly with others, during the term of his engagement with the Company and with respect to the Company’s business (all such information, improvements, inventions, formulae, processes, techniques, know-how, technologies and data are hereinafter referred to as the: “Invention(s)”) immediately upon discovery, receipt or invention as applicable, independent of where such Invention(s) were discovered, received or invented as applicable.
   
3.2 Delivery of the notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Services Provider hereby confirm that his engagement with the Company was made on a “Work for Hire” basis and accordingly the Services Provider agrees that all the Inventions shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. In order to avoid any doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of the Invention or of its delivery, shall not be considered a waiver of ownership of the Invention, and in any event the Invention shall remain the sole property of the Company.

 

AppYea, Inc.

 

 

 

 

3.3 The Services Provider hereby irrevocably assigns to the Company, for no consideration of any kind whatsoever, any rights the Services Provider may have or acquire in and to such Inventions and he irrevocably waives any right he has or may have in the future to receive any payment, royalty or other consideration (of any kind whatsoever) with respect to the Inventions, including according to section 134 of the Patents Law, 5727-1967, if applicable. The Services Provider acknowledges that the consideration paid to him by the Company under the agreement between the Services Provider and the Company is the full and complete compensation that the Services Provider shall be entitled to, for any Invention(s), during the term of his engagement with the Company and/or any time thereafter.
   
3.4 The Services Provider further agrees as to all such Inventions to assist the Company, or any persons designated by it, in every proper way to obtain and from time to time enforce such Inventions in any way including by way of patents over such Inventions in any and all countries, and to that effect the Services Provider will execute all documents for use in applying for and obtaining patents over and enforcing such Inventions, as the Company may desire, together with any assignments of such Inventions to the Company or persons or entities designated by it.
   
3.5 To the extent required, the Services Provider empowers the Company, its successors, assigns and nominees, to make applications for patent, trademark, copyright or other intellectual property registration or protection anywhere in the world, to claim and receive the benefit of any applicable rights of priority in connection with such applications, to prosecute such applications to issue, and to have any and all registrations issued in the name of assignee.
   
3.6 The Services Provider shall not be entitled, with respect to all of the above, to any monetary consideration or any other consideration except as explicitly set forth in this Undertaking.
   
3.7 Notwithstanding anything herein to the contrary, the Company’s proprietary interest in the Company Inventions and the Service provider obligation to assign all Company Inventions, shall not apply to any Invention which the Service provider can prove with written records all of the following: (i) it was developed entirely on his own time and not during the services to the Company; (ii) no equipment, supplies, facilities, services, resources including human resources, or Confidential Information of the Company or any of its parent, subsidiaries, or affiliates, were used in its development; (iii) it does not relate (a) directly or indirectly to the business of the Company; (b) to the actual or anticipated business, research or development of the Company; and (iv) it does not result from or is in the scope of any service performed, tasked, or is to be performed, by the Service provider for the Company.
   
3.8 Appendix B, attached to the agreement, shall disclose all current ownership of IP and publications owned by the service provider, and shall not be part of any future claim or ownership of IP of the company.

 

AppYea, Inc.

 

 

 

 

4. Third Party Information

 

4.1 The Services Provider represents and undertakes that he will not disclose to the Company any proprietary or confidential information belonging to any third party, including any prior or current employer or contractor, unless the written approval of that third party was received.
   
4.2 The Services Provider recognizes that the Company may receive in the future from third parties their confidential or proprietary information, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Services Provider undertakes to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out its services for the Company, consistent with the Company’s agreement with such third party.

 

5. General

 

5.1 The Services Provider acknowledges that the provisions of this Undertaking serve as an integral part of the terms of his engagement with the Company under the agreement between the Services Provider and the Company and reflect the reasonable requirements of the Company in order to protect its legitimate interests. If any provision of this Undertaking (including any sentence, clause or part thereof) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete there from the portion thus adjudicated to be invalid or unenforceable, provided that such deletion will apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.
   
5.2 The provisions of this Undertaking shall continue and remain in full force and effect following the termination of the engagement between the Services Provider and the Company for whatever reason. This Undertaking shall not serve in any manner as to derogate from any of the Services Provider’s obligations and liabilities under any applicable law and/or under any other agreement with the Company.
   
5.3 The Services Provider acknowledges that execution of this Undertaking is a condition to his engagement with the Company and the disclosure of any Proprietary Information.

 

Tal weizman   Date: 05.01.2023
/s/ Tal weizman    

 

AppYea, Inc.

 

Exhibit 10.7

 

 

 

SERVICES AGREEMENT

 

This Services Agreement (this “Agreement”) is made as of 1 day of June 2023 by and between AppYea INC. a company incorporated under the laws of the State of Nevada (the “Company”) and Simply Customize It LLC. EIN# 84-2806392, residing at 2093 PHILADELPHIA PIKE #9995, CLAYMONT, DE 19703, UNITED STATES (the “Services Provider”);

 

WHEREAS the Company is operating in the field of snoring and sleep apnea treatment (the “Field”) and wishes to receive certain services from the Service Provider as set forth herein; and
   
WHEREAS accordingly, Company wishes to nominate Service Provider as the Company’s CRM and marketing consultant and to receive from him certain Services (as defined below) and the Services Provider is willing to provide such Services to the Company, as specified in this Agreement hereinafter; and
   
WHEREAS the Services Provider declares that he is capable and willing to perform his duties according to the terms and conditions set forth in this Agreement;
   
WHEREAS the parties wish to regulate their relationship in writing and to set forth certain understandings regarding the provision of the Services by the Services Provider to the Company as of the Commencement Date, as defined below, in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto agree as follows:

 

1.Engagement

 

  1.1 Subject to the terms and conditions of this Agreement, the Company hereby engages the Services Provider as a provider of the Services (as defined below), as of the date hereof (the “Commencement Date”), and the Services Provider accepts such engagement as of the Commencement Date.
     
  1.2 The Services Provider undertakes that in order to duly fulfill the Services, he shall provide the Services as needed to fulfill the specific required tasks (“Scope of Services”).
     
  1.3 The Services Provider shall devote all his desire, know-how, efforts, expertise and talents required for the proper performance of the Services and as shall be required by the Company’s CEO and it shall act with loyalty and dedication in order to perform its duties and obligations under this Agreement to the best and to maximize the Company’s benefits.
     
  1.4 All the Services shall be provided personally by the Services Provider. The engagement hereunder is not exclusive and shall not limit the Company from engaging a third party to provide services which are the same as or similar to the Services.

 

AppYea, Inc.

 

 

 

 

2.The Services

 

2.1

The Services Provider’s duties and responsibilities shall include, amongst others, the services detailed in this section 2 herein (the “Services”):

 

  2.1.1 Assisting in building and defining company Digital Marketing.
     
  2.1.2 Building and managing marketing campaigns.
     
  2.1.3 Statistical analysis of campaigns.
     
  2.1.4 Optimizing marketing results.

 

  2.2 Provision of inputs, advice, ideas and proposals relating to the Field and any additional general services in connection with the Field, as may be required by the Company from time to time, at its sole discretion.
     
  2.3 The Services shall be provided from the Company’s office and/or any other place as shall be agreed by the parties.

 

3.Undertakings

 

  3.1 The Services Provider warrants and undertakes that there is no legal, commercial, contractual, or other restriction, including any obligation or agreement or confidentiality with any previous or current employer or any other third party, which precludes or might preclude the Services Provider from completely performing his obligations pursuant to this Agreement.
     
  3.2 The Services Provider undertakes to keep the Company fully informed in due time of all developments relating to the Services.
     
  3.3 Without derogating from the above, the Services Provider shall report to the Company’s CEO, or any other officers that will be defined by the Company’s CEO, and coordinate with him his activities under this Agreement.
     
  3.4 The Services Provider shall act with loyalty and dedication in a manner that reflects the good name, goodwill and reputation of Company and its products and/or services.
     
  3.5 The Services Provider shall not be entitled to make any representations or undertakings on behalf of the Company and/or bind the Company in any manner whatsoever unless prior written consent has been given by the Company.
     
  3.6 The Services Provider shall perform all duties set forth herein in full compliance with all applicable laws, regulations, orders, relevant licenses and other legal requirements to which he is subject in the conduct of his activities hereunder.
     
  3.7 The Services Provider undertakes to indemnify and hold the Company, its directors, officers and employees, harmless from and against any and all liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees), arising out of (1) a material breach by the Services Provider of this Agreement; (2) any negligent or wrongful acts or omissions on the part of the Services Provider unless caused by the Company, its directors, officers and employees; (3) any claim, action, or other proceeding based upon the Services Provider’s use of any proprietary materials (other than proprietary materials of the Company) infringing any intellectual property rights of any third party, including without limitation, of any former customer or employer of the Services Provider.

 

AppYea, Inc.

 

 

 

 

4.Consideration

 

As full compensation for the Services rendered by the Services Provider pursuant to this Agreement, the Services Provider shall be entitled to receive during the Term, subject to the fulfillment of his obligations hereunder, the following consideration:

 

  4.1 Following the adoption of a Stock Option Plan by the Company (the “Plan”) and its approval by the board of directors of the Company (the “Board”), the Company shall grant to the Services Provider options to purchase 500,000 shares of common stock of the Company, as of Commencement Date (the “ Options” and the “Consideration” respectively) according to vesting schedule, at $0.0001 per share.
     
  4.2 Vesting schedule: 1/3 of the options shall vest on a monthly basis, over a period of 3 months as of the Commencement Date.
     
  4.3 Upon the approval of the grant by the Board, and as a condition to the grant, the Services Provider shall sign the standard Option Agreement with the Company regarding the Options, including the proxy attached thereto (the “Option Agreement”). The Services Provider undertakes to take all actions and to sign all documents required, in order to give effect to and enforce the above terms and conditions. The Services Provider shall bear all tax consequences regarding the Options.
     
  4.4 Other than the terms as specified herein above, the Options shall be subject to the standard terms and conditions of the Plan and the Option Agreement.
     
  4.5 Following 2 years from termination of engagement, any unexercised (vested or unvested) Options shall expire, and the Services Provider shall not have any claim against the Company with respect thereto.
     
  4.6 The Services Provider acknowledges that the consideration detailed in this Agreement constitutes the full and sole compensation of the Services Provider during the Term, and he (or any third party on its behalf) shall not be entitled to receive any further compensation or consideration of any kind whatsoever in connection with the performance of his duties under this Agreement, and he does not have, nor will he have, any right to any additional payment of any kind whatsoever, whether monetary or its equivalent. For the avoidance of doubt, any expenses incurred by the Services Provider in the course of the provision of Services to the Company hereunder, shall be born solely by the Services Provider.

 

AppYea, Inc.

 

 

 

 

5.Confidentiality, Non-Competition and Proprietary Rights

 

The Services Provider undertakes, in addition to any other commitment he may take upon himself, and without derogating from any such undertaking, to comply with and to fulfill all the undertakings of confidentiality, unfair competition and intellectual property assignment, as set forth in Appendix A attached hereto.

 

6.The Nature of the Contractual Relationship

 

  6.1 It is hereby clarified that the Services Provider shall perform his undertakings hereunder on an independent contractor basis, and that there shall be no employee-employer relationship whatsoever between him and the Company.
     
  6.2 The Services Provider hereby declares that the engagement with the Company as an independent contractor, rather as an employee, was made upon his initiative and request, and accordingly the Services Provider hereby irrevocably and expressly waives any claim or demand in connection with any employer-employee relationship with the Company, and further declares that he acknowledges that the consideration agreed with the Company under this Agreement is based upon his declaration and the absence of such relationship.
     
  6.3 The terms of this section shall survive any termination or expiration of this Agreement.

 

7.Term and Termination

 

  7.1 This Agreement shall be effective from the Commencement Date and until terminated, upon the earlier of the following events (the “Term”): (a) by either party for any reason on 30 days’ prior written notice to the other party (the “Notice Period”); (b) by the Company, immediately, without any prior notice, for Cause (as defined below).
     
    “Cause” shall exist if the Services Provider or anyone on its behalf: (i) embezzles funds of the Company; or (ii) has committed a dishonorable criminal offense; or (iii) deliberately causes harm to Company’s business affairs; or (iv) breaches the confidentiality and/or non-competition and/or proprietary rights provisions of this Agreement; or (v) refuses to perform his material obligations hereunder or refuses to follow the lawful, reasonable directions of the Company; (vi) commits any material breach of this Agreement and does not cure such breach within 7 days of receipt from the Company of written notice thereof.
     
  7.2 During the Notice Period, the Services Provider must continue to discharge and perform his duties and obligations under this Agreement, unless otherwise directed by the Company. To avoid any doubt, except for in the event of termination for Cause, the Services Provider shall be entitled to the Services Compensation (as defined below) during the Notice Period.
     
  7.3 The Services Provider undertakes that immediately upon termination of his engagement with the Company, for any reason, he shall return to the Company any and all the documents, CD’s or other magnetic media, letters, reports and any other material relating to the Company’s business, as well as any equipment and/or other property belonging to the Company which was placed at his disposal or was produced or obtained by him while performing the Services under this Agreement, and delete such information.

 

AppYea, Inc.

 

 

 

 

8.Miscellaneous

 

  8.1 This Agreement (including any appendix attached hereto) sets forth the entire agreement between the parties, and supersedes any prior written or oral arrangements, understandings and/or agreements. This Agreement may not be amended or modified except in a written document signed by both parties.
     
  8.2 This Agreement may not be assigned by the Services Provider without the express written consent of the Company.
     
  8.3 This Agreement shall be governed by the laws of the State of Israel. The courts of Israel shall have exclusive jurisdiction over any dispute or matter in connection with this Agreement.
     
  8.4 The failure of either party at any time to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to that or any other breach or failure by the other party.
     
  8.5 Any notice required or permitted hereunder shall be given in writing and deemed to have been duly given on the day of delivery, if delivered personally or by e-mail or by facsimile with written confirmation of receipt, or within 7 (seven) days as of the date of mailing, or on receipt of a proof of delivery duly signed, if mailed by registered mail, or by an internationally recognized courier service, postage prepaid and addressed to the addresses set forth above.

 

IN WITNESS THEREOF THE PARTIES HERETO HAVE AGREED AND SIGNED:

 

   
AppYea Inc.   Siel Goldofsky / Simply Customize It LLC

 

AppYea, Inc.

 

 

 

 

Appendix A

 

CONFIDENTIALITY, UNFAIR COMPETITION AND INTELLECTUAL PROPERTY ASSIGNMENT

 

THIS UNDERTAKING (“Undertaking”) is entered into effect as of the 1 day of June, 2023 by Siel Goldofsky ID 302259650 and Simply Customize It LLC EIN# 84-2806392, residing at 2093 PHILADELPHIA PIKE #9995, CLAYMONT, DE 19703, UNITED STATES (the “Services Provider”);

 

WHEREAS the Services Provider wishes to provide the Services to the Company; and
   
WHEREAS the Company wishes to receive the Services from the Services Provider subject to his execution of this Undertaking in the Company’s favor.

 

NOW, THEREFORE, the Services Provider undertakes and warrants towards the Company and any subsidiary and parent entity of the Company as follows:

 

1. Confidential Information
   
1.1 The Services Provider acknowledges that he will have access to confidential and proprietary information, including information concerning activities of the Company and any of its subsidiaries and affiliated companies, now or in the future (collectively, the “Group”) that he will be part of the development and registration of patents, advantageous to the Company, including the clinical validation stages in the Field and that he will have access to technology regarding the product research and development, patents, copyrights, customers, suppliers (including customers and/or suppliers lists), operations plans, strategies, forecasts, trade secrets, test results, formulas, processes, data, know-how, improvements, inventions, techniques and products (actual or planned) of the Group, technical or financial information, employment terms and conditions of the Services Provider’s engagement with the Company. Such information in any form or media, whether documentary, written, oral or computer generated, shall be deemed to be and referred to herein as “Proprietary Information”.
   
1.2 During the term of his engagement with the Company or at any time after termination thereof for any reason, the Services Provider shall not disclose to any person or entity, without the prior consent of the Company any Proprietary Information, whether oral or in writing or in any other form.
   
1.3 Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Group irrespective of form, but excluding information that has become a part of the public domain not as a result of a breach of this Undertaking by the Services Provider.
   
1.4 The Services Provider agrees that all memoranda, books, notes, records (contained on any media whatsoever), charts, formulae, specifications, lists and other documents made, compiled, received, held or used by the Services Provider during the term of his engagement with the Company, concerning any phase of the Group’s business or its trade secrets in the Field (the “Materials”), shall be the Company’s sole property and all originals or copies thereof shall be delivered by the Services Provider to the Company upon termination of the Services Provider’s engagement with the Company for any reason whatsoever, or at any earlier or other time at the request of the Company, without the Services Provider retaining any copies thereof.

 

AppYea, Inc.

 

 

 

 

2. Unfair Competition and Solicitation
   
2.1 The Services Provider acknowledges that the provisions of this Undertaking are reasonable and necessary to legitimately protect the Group’s Proprietary Information, its property (including intellectual property) and its goodwill and is reasonable, especially in light of the consideration and benefits payable to it according to the agreement between the Services Provider and the Company.
   
2.2 The Services Provider further acknowledges that he has carefully reviewed the provisions of this Undertaking, he fully understands the consequences thereof and he has assessed the respective advantages and disadvantages to him of entering into this Undertaking.
   
2.3 In light of the above provisions and in addition to any other undertaking herein, the Services Provider hereby undertakes:

 

  (i) That during the term of his engagement with the Company (including any notice period, if applicable) and for a period of twelve (12) months thereafter, he shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, Services Provider or otherwise, in any business, occupation, work or any other activity which is reasonably likely to be competitive with the Company in the Field.
     
  (ii) That during the term of his engagement with the Company (including any notice period, if applicable) and for twelve (12) months thereafter, he shall not induce any employee, Services Provider, supplier or customer of the Group to terminate, or reduce its scope of relationships with the Company. In addition, the Services Provider will not, directly or indirectly, solicit or recruit any employee of the Group for the purpose of being employed by him, directly or indirectly.

 

3. Ownership of Inventions
   
3.1 The Services Provider will notify and disclose to the Company, or any persons designated by it, all information, improvements, inventions, formula, processes, techniques, know-how, technologies and data, whether or not patentable, made or conceived or reduced to practice or learned by the Services Provider, either alone or jointly with others, during the term of his engagement with the Company and with respect to the Company’s business (all such information, improvements, inventions, formulae, processes, techniques, know-how, technologies and data are hereinafter referred to as the: “Invention(s)”) immediately upon discovery, receipt or invention as applicable, independent of where such Invention(s) were discovered, received or invented as applicable.
   
3.2 Delivery of the notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Services Provider hereby confirm that his engagement with the Company was made on a “Work for Hire” basis and accordingly the Services Provider agrees that all the Inventions shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. In order to avoid any doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of the Invention or of its delivery, shall not be considered a waiver of ownership of the Invention, and in any event the Invention shall remain the sole property of the Company.

 

AppYea, Inc.

 

 

 

 

3.3 The Services Provider hereby irrevocably assigns to the Company, for no consideration of any kind whatsoever, any rights the Services Provider may have or acquire in and to such Inventions and he irrevocably waives any right he has or may have in the future to receive any payment, royalty or other consideration (of any kind whatsoever) with respect to the Inventions, including according to section 134 of the Patents Law, 5727-1967, if applicable. The Services Provider acknowledges that the consideration paid to him by the Company under the agreement between the Services Provider and the Company is the full and complete compensation that the Services Provider shall be entitled to, for any Invention(s), during the term of his engagement with the Company and/or any time thereafter.
   
3.4 The Services Provider further agrees as to all such Inventions to assist the Company, or any persons designated by it, in every proper way to obtain and from time to time enforce such Inventions in any way including by way of patents over such Inventions in any and all countries, and to that effect the Services Provider will execute all documents for use in applying for and obtaining patents over and enforcing such Inventions, as the Company may desire, together with any assignments of such Inventions to the Company or persons or entities designated by it.
   
3.5 To the extent required, the Services Provider empowers the Company, its successors, assigns and nominees, to make applications for patent, trademark, copyright or other intellectual property registration or protection anywhere in the world, to claim and receive the benefit of any applicable rights of priority in connection with such applications, to prosecute such applications to issue, and to have any and all registrations issued in the name of assignee.
   
3.6 The Services Provider shall not be entitled, with respect to all of the above, to any monetary consideration or any other consideration except as explicitly set forth in this Undertaking.
   
3.7 Notwithstanding anything herein to the contrary, the Company’s proprietary interest in the Company Inventions and the Service provider obligation to assign all Company Inventions, shall not apply to any Invention which the Service provider can prove with written records all of the following: (i) it was developed entirely on his own time and not during the services to the Company; (ii) no equipment, supplies, facilities, services, resources including human resources, or Confidential Information of the Company or any of its parent, subsidiaries, or affiliates, were used in its development; (iii) it does not relate (a) directly or indirectly to the business of the Company; (b) to the actual or anticipated business, research or development of the Company; and (iv) it does not result from or is in the scope of any service performed, tasked, or is to be performed, by the Service provider for the Company.
   
3.8 Appendix B, attached to the agreement, shall disclose all current ownership of IP and publications owned by the service provider, and shall not be part of any future claim or ownership of IP of the company.

 

AppYea, Inc.

 

 

 

 

4. Third Party Information
   
4.1 The Services Provider represents and undertakes that he will not disclose to the Company any proprietary or confidential information belonging to any third party, including any prior or current employer or contractor, unless the written approval of that third party was received.
   
4.2 The Services Provider recognizes that the Company may receive in the future from third parties their confidential or proprietary information, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Services Provider undertakes to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out its services for the Company, consistent with the Company’s agreement with such third party.
   
5. General
   
5.1 The Services Provider acknowledges that the provisions of this Undertaking serve as an integral part of the terms of his engagement with the Company under the agreement between the Services Provider and the Company and reflect the reasonable requirements of the Company in order to protect its legitimate interests. If any provision of this Undertaking (including any sentence, clause or part thereof) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete there from the portion thus adjudicated to be invalid or unenforceable, provided that such deletion will apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.
   
5.2 The provisions of this Undertaking shall continue and remain in full force and effect following the termination of the engagement between the Services Provider and the Company for whatever reason. This Undertaking shall not serve in any manner as to derogate from any of the Services Provider’s obligations and liabilities under any applicable law and/or under any other agreement with the Company.
   
5.3 The Services Provider acknowledges that execution of this Undertaking is a condition to his engagement with the Company and the disclosure of any Proprietary Information.

 

Siel Goldofsky / Simply Customize It LLC    
     
    Date: 06.01.2023
     

 

AppYea, Inc.

 

 

Exhibit 10.8

 

Consulting Agreement

 

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of July 1, 2023, by and between AppYea, Inc., a Nevada corporation (the “Company”), and Mark Crone (the “Consultant”).

 

WITNESSETH:

 

WHEREAS, the Company desires to retain the Consultant and the Consultant desires to be retained by the Company pursuant to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:

 

Section 1. RETENTION.

 

  (a) The Company engages retains the Consultant to perform the services set forth in Section 1(b) and the Consultant hereby accepts such retention and shall perform for the Company the duties described herein, faithfully and to the best of the Consultant’s ability.

 

  (b) The Consultant shall serve as a corporate legal advisor to the Company and render such advice and professional services to the Company as may be reasonably requested by the Company. In his role as a legal advisor, the Consultant shall not solicit investments, make any recommendations regarding investments, or provide any analysis or advice regarding investments. Consultant’s services rendered under this Agreement shall not include any services in connection with the offer or sale of securities in a capital-raising transaction by the Company, or services which directly or indirectly promote or maintain a market for the Company’s securities.

 

Section 2. COMPENSATION. In consideration for the Consultant providing the services described above, the Company shall compensate Consultant by the issuance of 2,400,000 shares of common stock in the Company, to be registered via an S-8 registration statement, in exchange for Consultant’s services (the “Shares”). The Shares shall be deemed earned and irrevocable. The Shares shall be non-cancellable and free and clear of any and all encumbrances and restrictions, and shall be duly issued, fully paid and non-assessable.

 

Section 3. TERMINATION. Either party may terminate this Agreement at any time for any reason or on reason; however, such termination shall not remove the Company’s nor the Consultant’s obligations that survive per the terms of this Agreement, including, but not limited to, the Company’s obligation to pay the Shares already earned by the Consultant.

 

Section 4. CONFIDENTIAL INFORMATION. The Consultant agrees that during and after the term of this Agreement, he shall keep in strictest confidence, and shall not disclose or make accessible to any other person without the written consent of the Company, the Company’s products, services and technology, both current and under development, promotion and marketing programs, lists, trades secrets and other confidential and proprietary business information of the Company of or any of its clients and third parties including, without limitation, Proprietary Information (as defined in Section 6) (all of the foregoing is referred to herein as the “Confidential Information”). The Consultant agrees (a) not to use any such Confidential Information for himself or others; and (b) not to take any such material or reproductions thereof from the Company’s facilities at any time except, in each case, as required in connection with the Consultant’s duties hereunder. Notwithstanding the foregoing, the parties 3agree the Consultant is free to use (a) information in the public domain not as a result of a breach of this Agreement, (b) information lawfully received form a third party who had the right to disclose such information and (c) the Consultant’s own independent skill, knowledge, know-how and experience to whatever extent and in whatever way it wishes, in each case consistent with his obligations as the Consultant and that, at all times, the Consultant is free to conduct any research relating to the Company’s business.

 

 
 

 

Section 5. OWNERSHIP OF PROPRIETARY INFORMATION. The Consultant agrees that all information that has been created, discovered of developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created, discovered, developed by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant that does not include any specific information relative to the patents or other intellectual property created by the Consultant that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Consultant.

 

Section 6. NOTICES. Any notice or other communication under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon facsimile transmission (with written transmission confirmation report) at the number designated below; (b) when delivered personally against receipt therefore; (c) one day after being sent by Federal Express or similar overnight delivery; or (d) five (5) business days after being mailed registered or certified mail, postage prepaid.

 

Section 7. STATUS OF CONSULTANT. The Consultant shall be deemed to be an independent contractor and, except as expressly provided or authorized in the Agreement, shall have no authority to act for on behalf of or represent the Company. This Agreement does not create a partnership or joint venture.

 

Section 8. OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that the Consultant now renders and may continue to render consulting and other services to other companies that may or may not conduct business and activities similar to those of the Company. The Consultant shall not be required to devote his full time and attention to the performance of his duties under this Agreement, but shall devote only so much of his time and attention as it deems reasonable or necessary for such purposes.

 

Section 9. SUCCESSORS AND ASSIGNS. This Agreement and all of the provisions hereof shall be binding upon and inure to benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and any of the rights, interest or obligations hereunder may be assigned by the Consultant without the prior written consent of the Company. This Agreement and any of the rights, interests or obligations hereunder may not be assigned by the Company without the prior written consent of the Consultant, which consent shall not be unreasonably withheld.

 

Section 10. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.

 

Section 11. MODIFICATION. No amendment or modification of this Agreement shall be valid unless made in writing and signed by each of the parties hereto.

 

Section 12. NON-WAIVER. The failure of any party to insist upon the strict performance of any of the term, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith; and the said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of the Agreement on the party of any party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

 

 
 

 

Section 13. REMEDIES FOR BREACH. The Consultant and the Company mutually agree that any breach of Sections 2, 4, and 5 of this Agreement by the Consultant or the Company may cause irreparable damage to the other party and/or their affiliates, and that monetary damages alone would not be adequate and, in the event of such breach or threat of breach, the damaged parry shall have, in addition to any and all remedies at law and without the posting of a bond or other security, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of either party’s obligations under such Sections. In the event that an actual proceeding is brought in equity to enforce such Sections, the offending party shall not urge as a defense that there is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that may be available to it. The defaulting party shall pay all attorneys’ fees and costs incurred by the other party in enforcing this Agreement.

 

Section 14. GOVERNING LAW. The parties hereto acknowledge that the transactions contemplated by this Agreement bear a reasonable relation to the State of New York. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without regard to such state’s principles of conflicts of laws. The parties irrevocable and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding (“Actions”) relating to this Agreement shall be in the state and/or federal courts situate in the county of New York and State of New York. Each party irrevocable and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. Service of the process in any Action by any party may be made by serving a copy of the summons and complaint, in addition to any other relevant documents, by commercial overnight courier to any other party at their address set forth in this Agreement.

 

Section 15. HEADINGS. The headings of the Sections are inserted for convenience of reference only and shall not affect any interpretation of this Agreement.

 

Section 16. COUNTERPARTS. This Agreement may be executed in counterpart signatures, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

 

Remainder of Page Intentionally Omitted; Signature Pages to Follow

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

 

APPYEA, INC.  
     
By: /s/ Adi Shemer  
Name: Adi Shemer  
Title: Chief Executive Officer  

 

Consultant  
   
/s/ Mark Crone  
Mark Crone  

 

 

 

 

Exhibit 23.1

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

S-8

(Form Type)

 

APPYEA, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security Type  Security
Class
Title		   Fee
Calculation
or Carry
Forward Rule		   Amount
Registered(1)		   Proposed
Maximum
Offering Price
Per Unit(2)		   Maximum
Aggregate
Offering Price(3)		  Fee Rate   Amount of
Registration Fee		   Carry
Forward
Form Type		   Carry
Forward
File Number		   Carry
Forward
Initial
effective date		   Filing Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward		  
Newly Registered Securities  
Fees to Be Paid  Equity(1)   

Common Stock,

$0.0001 par value per share(1)

    457(c)   64,875,479 (3)   $0.028      $1,816,513.41    0.00014760   $268.12    —    —   —   —  
                                                             
Fees Previously Paid  —   —    —    —    —       —    —   $—    —    —   —   —  
                                                             
                                                             
   Total Offering Amounts   $   [*]    0.00014760   $268.12                    
   Total Fees Previously Paid                     $—                    
   Total Fee Offsets                      —                    
   Net Fee Due                     $268.12                    

 

(1) This Registration Statement also covers an indeterminate number of Common Shares that may be issuable by reason of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act, as amended.
   
(2) The fee was estimated pursuant to Rule 457(c) under the Securities Act on the basis of the average of the bid and asked price of AppYea’s common stock as reported on the OTC Market on November 2, 2023.
   
(3) Consisting of Common shares, par value $.0001 per share, granted to employees and directors of the Company (60,975,479), and professional service providers (3,900,000).

 

 

 

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