# #admin

**Assaf Dagan** (2026-03-04 20:42)
can you take a look and tell me all about it.
📎 Finally_Foods_Consulting_Agreement_Assaf_Dagan_-_Shibolet_3.3.26.docx
**Kitt** (2026-03-04 20:42)
Here's the full breakdown:

**📄 Consulting Agreement — Finally Foods Ltd × You**

Created today (March 4, 2026) by **Dafna Gabbay** at **Shibolet** (Israeli law firm).

---

**The Deal:**
- **Role:** Independent marketing & strategic advisory consultant
- **Scope:** **5 hours/month** — presentations, branding, general marketing advisory
- **Anything beyond 5 hrs** gets scoped and priced separately (project basis)
- **Effective Date:** January 27, 2026 (retroactive)
- **Term:** Unlimited, either party can terminate with **7 days written notice**

**Compensation — Equity Only:**
- **1,412 Ordinary Shares** via options (par value NIS 0.01)
**Kitt** (2026-03-04 20:42)
- **Exercise price: $1.53/share**
- **4-year vesting:** 25% cliff at 12 months, then monthly over remaining 36 months
- **No cash fees** — the options are full compensation for the 5 hrs/month
- Unvested options die on termination
- All tax consequences are on you

**Key Provisions:**
- **Non-compete:** During engagement + 12 months after, you can't work with competitors, solicit their employees/clients, or use confidential info
- **IP assignment:** Anything you create in the scope of services belongs to them entirely
- **Confidentiality:** Broad — covers anything learned during engagement, survives termination indefinitely
- **Independent contractor:** Not an employee. You handle your own taxes, insurance, books
- **Indemnification:** If someone claims you're actually an employee, you indemnify them for any costs
- References an existing **NDA from November 6, 2023** — still in effect

**Blanks to fill:**
- Exact date in March
- Your Israeli ID number
**Kitt** (2026-03-04 20:42)
- Your address

---

**My read:** This is a standard Israeli consulting agreement from a top-tier firm (Shibolet). The terms are clean but tilted in their favor, as expected. A few things worth noting:

1. **$1.53 strike price** — need to know what their current valuation/share price is to understand if that's meaningful
2. **5 hrs/month for equity only, no cash** — make sure you're comfortable with that. At 5 hrs/month × 48 months, that's 240 hours for 1,412 shares at $1.53
3. **12-month non-compete post-termination** is aggressive for a 5 hr/month advisory gig — worth pushing back on reducing to 6 months or narrowing the scope
4. **7-day termination notice** is very short — but works both ways
5. **Retroactive to January 27** — vesting clock already started, which is good for you

Want me to flag anything specific or draft redline notes?
**Assaf Dagan** (2026-03-11 14:23)
what is the contxt status on this server?
**Kitt** (2026-03-11 14:24)
Here's the context status across this server's sessions:

**Active Sessions: 47**
Default model: Sonnet 4 (200k ctx)

**Key channel sessions:**

```
| Channel        | Model    | Tokens           | Cache       |
| -------------- | -------- | ---------------- | ----------- |
| #admin (this)  | Sonnet 4 | fresh / 200k     | —           |
| #kittoro-comms | Opus     | 27k / 200k (13%) | 97% cached  |
| #open-tasks    | Opus     | 54k / 200k (27%) | 100% cached |
| #management    | Opus     | 54k / 200k (27%) | 98% cached  |
```
**Workspace context loaded per session:**
**Kitt** (2026-03-11 14:24)
• AGENTS.md, SOUL.md, IDENTITY.md, USER.md, HEARTBEAT.md, MEMORY.md, TOOLS.md — all injected automatically
• Memory search: FTS-only (no vector embeddings — 0 chunks indexed)
• Daily logs + QMD: read on boot per protocol

**Issues:**

• 12 critical security warnings (open groupPolicy — flagged before, not yet locked down)
• Memory vector indexing not active — only full-text search works
• Update available (2026.3.8) — not yet applied

**Agents:** 10 configured, only Kitt heartbeat active (1h). All others (Anton, Gerri, Jessica, Julia, Kittoro, Ogilvy, Tatiana, Thibault, Unagi) have heartbeats disabled.

Want me to dig into anything specific — token burn, security lockdown, or memory indexing?