Agreement Made and entered into in Tel Aviv in November 2006
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State
of Israel
Ministry
of Defense / Publications Department
MZ/8600
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Agreement
Made
and
entered into in Tel Aviv in November 2006
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Between:
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The
Government of Israel/Ministry of Defense
In
the name of the State of Israel
Represented
under authorization published in Official Gazette 3997 of April 23,
1992
by the Director of the Publications Department of the Ministry of
Defense
together with the Commissioner of Funds and Budgets of the Publications
Department
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(hereinafter
- the “Ministry”)
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A
n
d :
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Colombus
Geographic Systems Ltd.,
Private
Co. No. ▇▇-▇▇▇▇▇▇-▇
P.O.B.
47, Moshav Timorim
Mobile
Post Sh'kamim 79860
Represented
by ▇▇▇▇▇
▇▇▇▇▇▇▇▇
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(hereinafter
- the “Rights
Owner”)
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| WHEREAS | the Company produces software products, map production applications (hereinafter - the “Software”) and kits for aerial and ortho-photo pictures (hereinafter - the “Kit”); and | |
| WHEREAS | the Company has offered to the Ministry distribution rights for the Software and the Kit; and | |
| WHEREAS | the Ministry is willing to take upon itself the distribution of the Software and shelf products as set forth in this Agreement: | |
THEREFORE
it is agreed, declared and stipulated between the parties as
follows:
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1.
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The
preamble to this Agreement constitutes an integral part
hereof.
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2.
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The
Company grants the Ministry the distribution concession for the Software
and shelf products (according to the price-list). Granting the concession
does not detract from the Company’s right to distribute the Software and
shelf products directly by itself.
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3.
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(a)
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In
consideration for marketing the Software products, the Ministry shall
be
entitled to 35% of the revenues it receives from sales of the Software
products to customers it obtains by itself, and to 10% of the revenues
from sales of Software products to customers referred to it by the
Company
(according to the pricelist).
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(b)
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With
respect to sale of other shelf products and hardware products, apart
from
the Software products (according to the pricelist), the Ministry
shall
receive 8% of the revenues for customers it obtains by itself, and
6% of
the revenues for customers referred to it by the
Company.
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4.
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Marketing
terms, prices and discount rates to customers have been agreed separately
between the parties.
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5.
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The
parties shall report to each other on the entities which they have
approached with purchase offers for the Software and/or shelf products,
with the aim of achieving maximum
coordination.
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6.
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The
Ministry shall collect and assemble the orders from customers and
shall
transfer them to the Company, and the Company on its part undertakes
to
supply the Software and/or shelf products within 7 days from the
date of
receiving the order from the Ministry, and the customer shall confirm
receipt of the product from the
Company.
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7.
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Service
to Customers:
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(a)
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The
Company shall appoint a permanent liaison officer on its behalf in
order
to coordinate with the Ministry and the customers.
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(b)
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The
Company is responsible vis-à-vis customers for the quality of the Software
products and undertakes to replace any defective Software with a
new one
immediately upon receipt of the complaint from the
Ministry.
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(c)
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The
Company is responsible for placing service and technical support
at the
disposal of the customers, as customary in the
industry.
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(d)
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To
the extent the Company shall update the Software products version
during
the Agreement period, it undertakes to supply to the Ministry new
Software
products.
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8.
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The
Agreement shall be in force for one year, as of August 2006. Should
the
Ministry not notify the Company 60 days prior to the end of the Agreement
of its wish to cancel the Agreement or to make changes therein, the
Agreement period shall be extended for a further year on the same
terms
and conditions. In any event, the Agreement period shall not exceed
3
years from its inception.
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9.
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The
Ministry shall report to the Company each month on the quantity of
Software and shelf products sold by it. In accordance with the report,
the
Company shall issue an invoice to the Ministry and shall attach thereto
the customers’ confirmations, as set forth in Clause 6 above. After
examination of the invoice and approval thereof by a Ministry
representative from the Government Publications Department, the Ministry
shall pay the Company the amount due to it at the end of 75 days
from
receipt of the invoice by the Publications Office, with the addition
of
V.A.T. as required by law.
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2
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10.
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The
parties’ addresses for the purposes hereof are as set forth in the
preamble.
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[Stamp:]
Colombus
Geographic Systems Ltd.
Private
Co. No. ▇▇-▇▇▇▇▇▇-▇
(
-
)
The
Company
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(
-
)
The
Ministry
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3