EXHIBIT 10.15
ASSEMBLY AGREEMENT
DRAWN UP AND SIGNED IN MAGSHIMIM ON OCTOBER 4 1999
BETWEEN: NUR MACROPRINTERS LTD.
of5 Xxxxx Xxxxx Street,
MAGSHIMIM
(Hereinafter: "NUR")
OF THE ONE PART;
AND BETWEEN: NUR ENGINEERING (COMPANY UNDER FORMATION)
of 0-00 Xxxxxxxxx Xxxxxx, Xxxxx Xxxx
ROSH HAAYIN
Through Xxxx Xxxxxxx and Xxxx Xxxxx
(Hereinafter: "THE CONTRACTOR")
OF THE SECOND PART;
WHEREAS: NUR is engaged, among other things, in the development,
production marketing and sales of digital printing systems
intended for wide format color printing, and makes use of various
ink-jet technologies (hereinafter: "NUR PRINTERS"), including the
development, production marketing and sales of the printers known
as Blueboard (hereinafter: "THE B.B Printers"), and the printers
known as Fresco (hereinafter: "THE FRESCO PRINTERS") and a
machine for laminating wide formats known as NUR Fleet/Tego
(hereinafter: "THE LAMINATING MACHINE");
AND WHEREAS: NUR is interested, to give to an external party, who will act as
an independent contractor, the assembly of the B.B. printers,
the Fresco printers and the laminating machine, and should
this be agreed on the the future, also other NUR machines, and
all this in accordance with the terms detailed in this
Agreement (hereinafter: "THE WORK").
AND WHEREAS: The Contractor is interested to execute the work for NUR and NUR
agrees to give the Contractor execution of the work, and all
this in accordance with the terms detailed in this Agreement;
AND WHEREAS: The parties wish to base their agreements in writing with regard
to executing the work;
THEREFORE, IT IS AGREED AND CONDITIONED BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE AND INTERPRETATION
1.1 The Appendices and preamble to this Agreement are an integral part thereof,
1.2 The headings to the clauses in this Agreement are for guidance only and
should not be used to interpret the Agreement.
2. THE CONTRACTOR'S PRESENTATIONS
The Contractor hereby declares, confirms and undertakes as follows:
2.1 That it has the know-how and ability required in order to execute the work
in accordance with the conditions detailed in this Agreement.
2.2 That the NUR printers and all the rights, existing and future, in the NUR
printers, in the future development of NUR printers and in the know-how
included in the NUR printers, including the rights for all intellectual
property included in the NUR printers, in the commercial secrets and the
production file as defined below, belong to NUR, that the detail of the
rights granted to it specifically in this Agreement has not and will not
have any claim, demand or contention regarding the ownership of the NUR
printers and rights in the NUR printers and that it waives such claims,
demands or contentions.
2.3 That all the know-how connected with the NUR printers is the property of
NUR and that it does not have and will not have any claim, demand or
contention for such know-how rights and that it will transfer to NUR at
NUR's demand. For the purpose of this agreement, "KNOW-HOW": all know-how
or information given to the Contractor or to anyone on its behalf by NUR
and/or by others on the behalf of NUR and/or all know-how or information
that will be accumulated by the Contractor during and in connection with
execution of the work, including the production files, plans, drawings,
illustrations, specifications, engineering plans, computer programs, work
and production methods, copyrights and patents, list of suppliers, business
plans, price lists, etc., and all this whether written or verbal, whether
on a computer, whether a source or a copy and whether in any other way.
2.4 As long as this Agreement will be in effect and after the end of the
validity of this agreement, the Contractor will assist NUR to the best of
its ability, including signing the required papers, in order to register
patents discovered during and in connection with the work in the name of
NUR, and in consideration will be entitled to a refund of expenses relating
to this assistance.
2.5 It is hereby agreed that the declarations and undertakings with the
Contractor pursuant to clauses 2.2 and 2.3 above, will remain valid in
every case of the termination of the validity of this Agreement, including
due to its cancellation.
3. PRODUCTION FILE
3.1 The Contractor confirms that together with its signature on this agreement
it received the production files of the B.B. printers, the Fresco printers
and of the laminating machine, hereinafter: "THE EXISTING PRODUCTION
FILES").
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3.2 In addition to the aforesaid in clause 3.1 above, the Contractor will
prepare a production file for every NUR printer, the work for which will be
given to him by NUR (hereinafter: "THE FUTURE PRODUCTION FILES").
3.3 The existing production files and/or the future production files
(hereinafter together: "THE PRODUCTION FILES") will be prepared and include
details of the elements, the materials and the processes required in order
to produce the NUR printers, by NUR and/or by anyone on the behalf of NUR,
which has the know-how in performing mechanical production work and as
detailed in APPENDIX 3 of this Agreement.
3.4 In addition to the aforesaid in this clause 3 above, as long as the
Contractor performs the work for NUR, the Contractor will update the
production files for every case of changes in their details, and this not
later than 21 days from the date of implementing every such change.
3.5 Without derogating from the aforesaid in clauses 2.2 and 2.3 above, NUR
will have sole ownership on the production files. NUR's right to receive
the production files will be valid also after termination of the this
Agreement, and this for any reason including due to its cancellation.
3.6 Without derogating from the aforesaid, the Contractor will supply NUR all
the drawings and explanations required for NUR in order to prepare the
literature and documentation for the NUR printers.
4. THE WORK
4.1 NUR hereby gives the Contractor and the Contractor hereby accepts from NUR
execution of the work, and all this in accordance with the details of this
Agreement.
4.2 The work of the B.B. printers will be in accordance with the specifications
prevailing between the parties, as are updated from time to time by
agreement between the parties. The work on the Fresco printers and on the
laminating machine and of the other NUR printers will be in accordance with
the specifications determined by agreement between the parties and which
will be attached as appendices to this Agreement.
In the context of executing the work, the Contractor will be responsible
for the production and supply of all the mechanical parts of the NUR
printers, the mechanical assembly and the equipping of the NUR printers and
all in accordance with the production file as mentioned in clause 3 above
and the specifications as mentioned in this clause 4.2 above.
NUR will be responsible for the integration of the printing systems, but it
is hereby agreed that at any time, at its sole discretion, NUR will be
entitled to give the Contractor such integration work and various steps
included in the work or to give the Contractor other work to be added to
this work, and all this as agreed from time to time between the parties.
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4.3 The Contractor will assign an area which will be used as a production and
assembly hall which will comply with the acceptable standards in high-tech
systems assemblies, and which will be earmarked solely for executing the
work.
Subject to the availability of suitable areas, the Contractor will rent to
NUR by sublease, or alternatively will assist NUR to rent, a suitable area
which will be adjacent to the production hall (hereinafter: "NUR'S AREAS").
NUR's areas will be used by NUR for its requirements connected with the
printers, regarding which the Contractor will execute the work including
the work connected with the production of those printers, storage of the
printer elements, accompanying and supervising execution of the work,
packing the printers and storing them prior to delivery.
4.4 NUR will be obligated to supply the Contractor on its account, those
elements which will be required to perform the work and which in accordance
with the specifications mentioned in clause 2 above, NUR is obliged to
supply.
4.5 The Contractor will perform the work while maintaining a high quality while
complying with standards as determined by NUR.
4.6 From the date of supply of every printer, the Contractor will attach to
every NUR printer a product file (hereinafter: "THE MACHINE FILE") that
will include all the examination and acceptance reports of the various
elements of the printers, including process control. Moreover, the
Contractor will xxxx all the elements of the printer with a sequential
number which will facilitate their identification and the identity of the
date of their production. Such sequential numbers and details will be
included in the machine files.
5. ORDERS AND SUPPLIES
NUR and the Contractor will decide between them from time to time work
procedures regarding the volume of work of every type of NUR printer
ordered by NUR, which will include a mechanism for forecasting and actual
orders. Moreover, the parties will determine between themselves procedures
regarding the supply of NUR printers, delays and bringing forward dates of
supply etc. The mechanism of orders regarding the B.B. printers until
decided otherwise between the parties, will be as detailed in Appendix 6.1
to this agreement.
6. CONSIDERATION FOR THE WORK
6.1 It is agreed that the consideration for implementing all of the
Contractor's obligations regarding execution of the work for each of the
B.B. printers to be supplied by the Contractor to NUR, the Contractor will
be entitled to payment as detailed in APPENDIX 6.1 of this Agreement, but
subject to a reduction of the final price at a rate equal to 97.6% of it.
The price as detailed in Appendix 6.1 will apply up to a date in which a
check will be made between the parties regarding the direct and indirect
costs of the work and then the following detailed equation will apply. The
consideration for the work of the Fresco printers, the laminating machine
or the other NUR printers, should there be any, will be determined by
agreement between the parties on the basis of the direct
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and indirect costs of the Contractor in implementing the work, plus an
amount equal to 22% of these costs.
6.2 At the end of every two sequential quarters, a check of the cost of the
material and the cost of the work that the Contractor had for executing the
work for every printer will be made (hereinafter: "CHECK OF COSTS"). The
check of costs will be carried out jointly by the parties in accordance
with the updated results of the consideration for the production work of
the printers that will be ordered up to the date of the next check of
costs.
6.3 The parties will act to the best of their ability and currently in order to
reduce the costs of the work. At the time of checking the costs, the
parties will check the cost of the materials and the costs of labor and
update them when necessary (by adding or reducing). In addition it is
hereby agreed that should there be changes in the volume of work, the
parties will carry out the adjustments required in the indirect expenses
(by way of adding or reducing).
6.4 All payments of consideration for the production to which the Contractor
will be entitled from NUR, as mentioned in this clause 6, will be paid to
the Contractor at the representative rate of the dollar on the date of
actual payment against a tax invoice issued as required by law.
6.5 It is hereby clarified that apart from the consideration for the
production, the Contractor will not be entitled to any additional payment
for executing the work.
7. EMPLOYEES
7.1 The Contractor undertakes that in executing the work he will only employ
people with know-how, ability and experience as required in order to
execute the production work.
7.2 To avoid doubt it is agreed and declared that the Contractor will act as an
independent Contractor for implementing the work and that there will be no
employee/employer relations and/or agenciy relations between NUR and the
Contractor and/or the Contractor's employees and/or anyone employed by it
and/or through it in performing the work. The Contractor will be
responsible for making all the provisions and deductions which must be made
by law with regard to his employees and only he will be responsible for
this.
8. COMPONENTS, RAW MATERIALS AND SUB-CONTRACTORS
8.1 In carrying out the production work the Contractor will be entitled in
addition to the components supplied by NUR, as mentioned in clause 4.4
above, to use only components and raw materials of the highest quality and
on condition that he received the prior written approval of NUR, moreover,
the Contractor will be entitled to engage only with suppliers and
sub-contractors who have received the prior approval of NUR.
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Should the Contractor request to replace components or raw materials used
for performing the work, or any of the suppliers and/or sub-contractors,
the Contractor will give notice to NUR in which it will state the effects
of the such changes on the cost of materials. The Contractor will not be
entitled to replace the components, raw materials, suppliers or
subcontractors without receiving the prior written approval of NUR.
8.2 In order to receive the approvals as mentioned in clause 8.2 above, the
Contractor will deliver to NUR written notice in which it will provide
details of the identity of the manufacturer, the identity of the supplier,
components specifications and raw materials which he asked to use or
details of the subcontractor and all other details required by NUR,
whichever relevant.
8.3 NUR will inform the Contractor within 30 days of the date of receiving the
Contractor's notice as mentioned in clause 8.2 above, of its agreement or
opposition to the use of components or raw materials, full or partly, or
the engagement with a supplier or subcontractor, or by its demand to
receive further details regarding those materials or components.
8.4 In addition to the aforesaid in clause 8 above, it is agreed that any
change in the conditions of the engagement of the Contractor with one of
the subcontractors or suppliers, and/or changes in the components or raw
materials will be implemented subject to obtaining the prior written
approval of NUR. In order to obtain such approval, the Contractor
undertakes to give NUR, at least 30 days prior written notice that will
detail the nature of the change and the reason for the change (hereinafter:
"NOTICE OF CHANGE"), and within 7 days from the date of receiving the
notice of change NUR will inform the Contractor, at its sole discretion, of
its approval or objection to the change.
8.5 The Contractor undertakes that the components and raw materials that are
used will undergo checks and quality and acceptance examinations in
accordance with the terms acceptable in high tech industries and in
accordance with the procedures stipulated by NUR and the Contractor during
execution of the development work. Such checks and examinations will be
carried out by the Contractor through a qualified examiner on its behalf
and will be detailed in the production files as mentioned in clause 3.4
above.
It is hereby clarified that the Contractor will not be entitled to use
components and/or raw materials that deviate from the specifications
included in the production file, and this without the prior written
approval of NUR.
8.6 In every case in which in order to carry out the work the Contractor will
require special tools, of any type whatsoever, the Contractor will purchase
or manufacture such tools on its account. It is agreed that should the work
be terminated for any reason whatsoever, NUR will be entitled, at its sole
discretion, to demand from the Contractor, that it sells it some or all of
the tools, at a price as agreed between the parties or in the event of a
dispute about the price, as determined by an assessor who will chosen in
the process as mentioned in clause 02 below.
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8.7 The Contractor will maintain an inventory of components and raw materials
used for this work of a sufficient level as determined by the parties, in
order to supply such components and raw materials rapidly and regularly to
NUR.
NUR and the Contractor will decide by agreement a list of components and
raw materials used in the work and which are long lead items (hereinafter:
"LLI") (orders have to be placed long before supply dates).. The Contractor
will order and maintain an inventory of LLI in a quantity sufficient to
execute the work.
8.8 NUR will purchase from the Contractor the elements mentioned in clause 8.7
above, as spare parts for the printers, and this in consideration for the
payments to be decided by agreement between parties. It is hereby agreed
that NUR will not be obliged to purchase from the Contractor those spare
parts that are purchased from third parties and are not manufactured by the
Contractor.
8.9 The Contractor will maintain an inventory of spare parts manufactured by it
for the NUR printers during a period of not less than 5 years from the last
date on which the Contractor supplied NUR that type of NUR printers. The
provisions of this clause 8.9 will apply in every case of termination of
this agreement, including in the event of its cancellation for any reason
whatsoever.
9. TRAINING AND SUPPORT
9.1 The Contractor will guide and train NUR's employees, as decided by NUR, to
handle and support all the NUR printers mechanical systems on which this
work was carried out, using the Contractors employees who have the suitable
skills (hereinafter: "TRAINING SERVICES").
The training services will include the process of assembling the printers
and accompanying the operation of the mechanical systems of the printers at
a level which will enable NUR's technicians to provide independent support
services for the printers.
9.2 In addition to the provisions of clause 9.1 above, as long as the
Contractor supplies work for NUR he will put at NUR's disposal, on NUR's
request, its training services and this in consideration for a total of
$1,500 (one thousand five hundred dollars) per course of service engineers
(about 60 hours).
9.3 After termination of the period of warranty, the Contractor undertakes in
every case of a breakdown and/or mechanical problem, which NUR's
technicians are unable to repair, to provide NUR with the repair services
through its employees, and this in consideration for the amount as
determined in agreement by the parties.
10. SUPERVISION
10.1 NUR will be entitled, at its sole discretion, to appoint on its behalf one
person or a number of people who will be responsible on NUR's behalf for
the supervision, coordination and direction of the work by the Contractor
in accordance with this agreement, including subcontractors employed by
the Contractor in performing the work (hereinafter: "THE SUPERVISOR").
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10.2 NUR will inform the Contractor of the identity of the supervisor, if one is
appointed; in the event of his replacement NUR will give notice of this to
the Contractor.
11. WARRANTY
11.1 The Contractor will give every NUR printer supplied to NUR a warranty for
the work, including the mechanical operations of the printer, the
functioning of all the elements of the printer, apart from the elements
supplied by NUR as mentioned in clause 4.4 above, and assembly of the
printer (hereinafter: "THE WARRANTY"), and this for a period of 18 months
from the date of supply of every printer, but not later than a year after
installation of the printer at the final customer (hereinafter: "THE
WARRANTY PERIOD").
11.2 In the framework of the warranty the Contractor will be obligated during
the warranty period as follows:
a. To replace, on its account, any element of the NUR printer apart from
elements supplied by NUR in accordance with clause 4.4 above, that
will be found to be defective or not in working order (hereinafter:
"THE DEFECTIVE ELEMENT").
b. Immediately on receipt of notice from NUR regarding the defective
component, the Contractor will supply NUR with a component to replace
the defective component (hereinafter: "THE REPLACING COMPONENT"), and
this also if it has not yet been given the defective component itself.
NUR will deliver the defective component to the Contractor, unless it
finds that the component was not defective, in which case Contractor
will credit NUR for the cost of the replacing component.
c. Should NUR's service and maintenance organization, or anyone on behalf
of NUR, not be able to repair a fault, and/or defect in assembling the
printer and/or which will be caused and/or discovered in one of NUR's
printers, the Contractor will provide a specialist on its behalf to
repair such fault or defect. The Contractor will bear all the expenses
of this expert, but the Contractor and NUR will bear in equal shares
travelling and board and lodging expenses outside Israel for such an
expert.
d. Should a serial fault and/or defect be discovered in NUR printers
(i.e. a fault or defect which are discovered in similar circumstances
in a number of that type of printers) the Contractor will participate
in half of the expenses of NUR, or anyone on its behalf, in repairing
such fault.
11.3 The warranty will not apply to a repair of faults caused as a result of one
of the following causes:
a. Use of the NUR printer contrary to NUR's instructions.
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b. Effecting a repair of changes in the printer or in any element of the
printer, by someone other than NUR or the Contractor.
c. Damage caused by an external factor not by NUR or the Contractor or at
its responsibility, which include fire damage, water, lightening,
voltage faults, mechanical breakdown of the equipment, the effects of
chemical materials, acts of war and terror.
d. Causing a fault intentionally.
12. INSURANCE
The Contractor will purchase and maintain valid for the whole period of the
agreement up to an agreed date after termination of executing the work by
it, product liability insurance which will apply in Israel for NUR printers
manufactured by it in the framework of the work.
13. EXCLUSIVITY
13.1 NUR gives the Contractor exclusive execution of the work of the B.B.
printers, including the other printers which will be based on the
engineering design of the B.B. printers and which will combine the printer
head installed today in the B.B. printers.
13.2 In addition, NUR gives exclusively to the Contractor, execution of the work
of the Fresco printers, including other printers which will be based on the
engineering design of the Fresco printers and which will combine in them
the printer head installed today in the Fresco printers, and this up to a
supply of the first 100 (hundred) Fresco printers manufactured in a series
(hereinafter: "THE EXCLUSIVITY PERIOD").
13.3 Prior to the end of the exclusivity period the parties will negotiate the
continued execution of the Fresco printers work by the Contractor.
13.4 Should NUR request to carry out the work on the Fresco printers (after the
exclusivity period) and/or of the NUR printers, the laminating machines and
other similar machines, (hereinafter: "THE ADDITIONAL WORK") the following
provisions will apply.
a. NUR will give the Contractor prior notice of its intention not to
execute the additional work, and this not through the Contractor.
b. Within 14 days from the date of NUR's notice as mentioned in
sub-clause (a) above, the Contractor will be entitled to submit a
price offer to NUR for executing the additional work (hereinafter in
clause 13: "THE CONTRACTOR'S OFFER").
c. Should NUR have an alternative to execute the additional work under
preferable conditions than those offered by the Contractor
(hereinafter in
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clause 13: "THE ALTERNATIVE") NUR will give the Contractor the main
details of the alternative and will give the Contractor an opportunity
to offer NUR, within 14 days, an additional offer to execute the
additional work on the conditions of the alternative or preferable
conditions to it (hereinafter in clause 13: "THE ADDITIONAL OFFER").
d. To avoid any doubt it is hereby clarified that NUR will be entitled to
negotiate with the Contractor and/or with third parties regarding
execution of the additional work, provided that the provision of
sub-clause (c) will apply with the required changes to such
negotiations.
e. NUR will give the Contractor, execution of the additional work, unless
the alternative will have significantly preferable conditions than the
Contractor's offer (or additional offer, if one is submitted by the
Contractor). Without derogating from the generality of the aforesaid
it is hereby clarified that a price lower than 10% or more than the
price offered to NUR by the Contractor (or an additional offer if
submitted by the Contractor), while maintaining a similar price
performance level, will be considered as significantly preferable
conditions. To avoid doubt it is clarified that in such a case NUR
will not be obligated to accept the offer if it thinks that the
conditions are not identical or preferable to those of the
alternative.
f. Should NUR decide to give the additional work to the Contractor, the
parties will negotiate in order to prepare the appropriate appendices
to this agreement, connected with implementing the additional work,
including the terms of the order for the additional work and the
supply of the additional work by the Contractor.
13.5 The Contractor undertakes that as long as it executes the work for an
additional period of 24 months, it will not take on any development work
and/or production of digital printer systems, but only for NUR, and this as
long as directly or indirectly, whether for them or for others, the
Contractor undertakes to obtain an undertaking with identical wording also
from its shareholders. The Contractor's undertaking under this clause will
be in effect after termination of this agreement as well, and this for any
reason whatsoever including due to its cancellation.
14. CONFIDENTIALITY
14.1 The Contractor hereby undertakes to maintain the secrecy of the know-how,
not to disclose or to transfer the know-how fully or partly to others, or
to enable others access to the know-how and/or copies of the know-how, and
this apart from the use of the know-how by its employees as far as is
required in order to execute the work.
14.2 The Contractor will obtain from its employees or from others on its behalf,
who will be engaged in carrying out the work, obligations to maintain
confidentiality as mentioned in this clause 14.
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14.3 The provisions of this clause 14 will remain in force in every case of
termination of this agreement including due to its cancellation.
15. PERIOD OF THE AGREEMENT
15.1 The period of this agreement is from the date of its signature and will
remain in force until the later of: (a) Termination of the B.B. work, or
(b) termination of the exclusivity period, or (c) termination of executing
the additional work if given to the Contractor.
15.2 Notwithstanding the provisions of this clause 15 above, NUR will be
entitled to terminate this agreement immediately in any case of a
fundamental violation of this agreement by the Contractor, including in
each of the following cases:
a. Violation of the obligation of the Contractor to maintain
confidentiality and non competition as mentioned in clauses 13.5 and
14 above.
b. Transfer of rights and/or obligations of the Contractor contrary to
the provisions of clause 16 below.
c. Appointment of a receiver or liquidator for the Contractor, provided
that such appointment is not cancelled within 54 days.
d. Any violation of this agreement which the Contractor does not correct
within 30 days from receiving written notice from NUR.
In every case of termination of this agreement in accordance with the
provisions of this clause 15.2, the Contractor undertakes to complete the
work of the NUR printers orders for which were received up to the date of
the notice. It is hereby clarified that the provisions of this clause will
remain in force also after the termination of this agreement.
15.3 Unless specifically stipulated otherwise in this agreement, after the date
of termination of this agreement, the provisions of this agreement will not
obligate and/or entitle the parties to it.
16. PROHIBITION OF TRANSFER
16.1 The Contractor will not be entitled to endorse and/or transfer its
obligations and/or rights under this agreement or the execution of the work
to a third party, and this unless it received the prior written agreement
of NUR.
16.2 NUR will be entitled to assign and transfer to a third party its
obligations and rights under this agreement (hereinafter: "THE Transferee")
provided that the transferee will give the Contractor written notice in
which it undertakes all the obligations of NUR under this agreement. Should
the Contractor inform NUR in writing, within 15 (fifteen) days from the
date of receiving the transferees notice, of its objection to this
assignment and the transfer to the transferee, provided that such objection
will be reasonable and relate to the identity of the transferee and NUR
will be a guarantor to the Contractor for the honoring of the
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obligations of the transferee in accordance with clause 13 of this
agreement. To avoid doubt it is hereby clarified that the endorsement and
the transfer by NUR do not derogate from the obligations and rights of the
parties whose date for their performance falls prior to the date of such
assignment and transfer.
17. ARBITRATION
17.1 Any dispute between the parties regarding implementation or interpretation
of this agreement will be brought for a decision of an arbitrator whose
identity will be determined by agreement by the parties, and in the absence
of such an agreement, by the head of the Tel Aviv District Bar
(hereinafter: "THE ARBITRATOR"). The arbitrator will not be subject to the
Laws of Procedure or Laws of Evidence, but will be subject to the
Substantive Law and he must explain his decision.
17.2 The provisions of this clause 17 will be considered as an arbitration
agreement between the parties that will obligate the parties for all
intents and purposes regarding the provisions of this agreement, also after
termination of the period of the agreement.
18. GENERAL
18.1 The address of the parties are as detailed in the preamble to this
agreement and any notice sent by registered mail to the other party at that
address, will be considered as if received 7 days after its dispatch unless
proved that it had arrived prior to that party.
18.2 The terms of this agreement include fully what has been conditioned and
agreed between the parties regarding execution of the production work, and
they replace any engagement, agreement, presentation or undertaken prior to
signature on this agreement, which were drawn up between them whether in
writing or verbally, but they do not derogate from the validity of the
founders agreement drawn up by the shareholders of the Contractor, and this
production agreement is an integral part of it.
18.3 The parties will take all additional steps including signature on
additional documents required in order to implement and execute this
agreement according to its wording and spirit.
18.4 The laws of the State of Israel will apply to this agreement, subject to
the provisions of clause 17 above and the sole jurisdiction regarding it
will be the competent courts in Tel Aviv-Jaffa.
18.5 Any change and/or cancellation of any of the provisions of this agreement
will be effected only by in a written document which will be signed by each
of the parties.
IN WITNESS WHEREOF THE PARTIES HEREBY SIGN
(-) (-)
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NUR Macroprinters Ltd. NUR Engineering(Company under formation)
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