EX-10.8
AFFILIATION AGREEMENT
AFFILIATION AGREEMENT
THIS AFFILIATION AGREEMENT is made this 23rd day of June, 2004, by
and between the IMPACT ACTIVE TEAM LTD. Corporation incorporated under
the law of the state of Israel, whose principal office is at 00 Xxxxxx
Xxxxxx, Xxxxxxx, Xxxxxx (hereinafter referred to as "IMPACT"), and
P.O.C HIGH-TECH (1992) LTD Corporation incorporated under the law of
the state of Israel, whose principal office is at 0 Xxxxxxxxxxx Xx.,
Xxx Xxxx 00000, Xxxxxx (hereinafter referred to as "P.O.C").
WHEREAS, The parties wish to cooperate to accomplish their common
business goals in the management consulting industry, including, but
not limited to, any growing business potential requires consulting and
operating services of the parties employees including personal
financial management consulting; and
WHEREAS, The parties wish for to assist and support each other
in providing management consulting services and business
opportunities, for each other's customers and business opportunities
(hereinafter referred to as "the Services") to accomplish their
common purposes; and
WHEREAS, the parties are management consulting and business
development services organizations that are capable of assisting each
other with complimentary services and coordinating each other's
provision of the Services with similar services provided by other
parties' related business partners that are also affiliated with the
parties:
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties,
IT IS AGREED:
1. Affiliation. The parties agree that they will use their best
efforts to cooperate in the provision of the Services, as described in
the corporate purposes of the parties.
2. Assignment. P.O.C. agrees to assign IMPACT as a sub-contractor
with all consulting assignments performed by Mr. Gai Mar-Xxxxx on
behalf of P.O.C., provided that IMPCAT agrees to accept these
assignments and carry all the related expenses or reimburse P.O.C. for
any related expenses.
3. License.
(a) In general. IMPACT licenses P.O.C. to use its name, and any
and all trademarks or service marks that IMPACT now or hereafter
owns during the term of this Agreement, in connection with
IMPACT's provision of services. In order to protect its goodwill,
IMPACT retains the right to review and approve all uses of said
name and marks, but will not unreasonably withhold its approval.
(b) Use. During the term of this Agreement, P.O.C. may use the
name "IMPACT and its affiliated companies names and trade marks,
and may advertise that it is affiliated with IMPACT
(c) Acknowledgement. P.O.C. acknowledges that IMPACT is the
lawful owner of the name, "IMPACT" and of its associated
trademarks used in its business, and P.O.C. agrees that it will
take no action inconsistent with IMPACT's ownership of those name
and trademarks.
4. The parties agree to assist each other in the following
activities:
(a) Administration services
(1) Operating management complimentary services to be
provided to each other's customers .
(2) Business development services.
(3) Marketing development services.
(b) Technical services. The parties will provide technological
and regulatory analysis and due-diligence services
(c) Funding. The parties will provide each other with such funds
as are approved by the their Board of Directors to aid in the
development of each other's activities.
5. The parties agree to:
(a) Governing documents. Adopt and maintain governing documents
substantially like those attached to this Agreement, and to submit
all proposed amendments to these governing documents to each
other, for its review and approval, not less than 45 days before
the date proposed for their adoption. The parties agree not to
adopt any amendments disapproved by the other party.
(b) Operations. Operate in conformity with its governing
documents and (if applicable) remain in good standing under the
law under which it is incorporated.
(c) Purposes and activities. Be organized and operated at all
times for business development and management consulting services
purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986 or the equivalent in the Israeli tax laws.
(d) Group tax exemption. Authorize the other party to include
each party in the other party's group exemption (if any) under
Section 501(c)(3) of the Internal Revenue Code of 1986 or the
equivalent in the Israeli tax laws.
(e) Federal and state laws. Be organized and operated at all
times in conformity with all other applicable Federal if
applicable, state, and local laws, regulations, and ordinances.
(f) Reporting. Provide each other with copies of its governing
documents, policy statements, annual state-required reports (if
any), IRS Form 990 or 990-EZ (if any), and other documents of each
party that may reasonably be requested by the other party for its
financial audits.
(g) Committee work. Provide personnel and technical assistance
to each other's committees, as may be requested from time to
time.
(h) National cooperation. Cooperate with each other and its
other AFFILIATEs in providing regional and national services.
6. Reimbursement. The parties hereby agree the each party will fully
reimburse the other for any pre-approved expenses. The reimbursement
payment will be delivered with in 30 days from the submission of all
payable invoices and documents by the reimbursed party to the paying
party.
7. Payment of services. It is hereby agreed that in case one party
engages any of the other party's employees, the engaging party will pay
a fee to other party to be agreed from time to time.
8. Agency. The parties agree that this Agreement is not intended to
create an agency relationship of any kind; and both agree not to
contract any obligation in the name of the other, not to use each
other's credit in conducting any activities under this Agreement, and
not to accept service of legal process against the other.
9. Indemnification. The parties individually agree to indemnify and
hold harmless each other and/or each other's members or affiliated
entities for any and all claims, losses, damages, liabilities,
judgments, or settlements, including reasonable attorney's fees, costs,
and other expenses incurred on account of any activities conducted by
the parties, respectively, pursuant to this Agreement. The parties will
promptly notify each other upon receipt of any claim or legal action
arising out of activities conducted pursuant to this Agreement. The
rights and responsibilities established in this paragraph shall survive
indefinitely the termination of this Agreement.
10. Term. This Agreement shall be effective on the date above
written, and shall continue in effect until terminated pursuant to
paragraph 10.
11. Termination.
(a) In general. Either party may terminate this Agreement upon
30 days' notice in writing to the other party.
(b) For cause. Either party may terminate this Agreement
immediately upon written notice to the other in the event of the
other's insolvency, fraud, willful misconduct, or substantial
breach of this Agreement.
(c) Effect. Upon termination of this agreement, the parties
shall have no further liability under paragraph 3, and P.O.C.
shall cease all use of IMPACT's name, acronym, and logos.
12. Mediation and arbitration of disputes. The parties agree that all
disputes arising under this Agreement shall be resolved exclusively by
mediation or by arbitration under the rules of the Israeli Arbitration
Association. Unless otherwise agreed, the arbitration, if any, shall
take place in the city where a plurality of IMPACT's members are
employed. The arbitrator's decision shall be final and binding on all
parties.
13. Waiver. Either party's waiver of, or failure to exercise, any
right provided for in this Agreement shall not be deemed a waiver of
any further or future right under this Agreement.
14. Successors and Assigns. This Agreement shall be binding on the
parties, and on their successors and assigns, without regard to whether
it is expressly acknowledged in any instrument of succession or
assignment.
15. Captions. The captions of each paragraph of this Agreement are
inserted solely for the reader's convenience, and are not to be
construed as part of the Agreement.
16. Notices. Notices required by this Agreement shall be in writing
and shall be delivered either by personal delivery, facsimile or mail.
If delivered by mail, notices shall be sent by certified or registered
mail, return receipt requested, or by express mail, all postage and
charges prepaid. All notices and other written communications under
this Agreement shall be addressed as indicated below, or as specified
by subsequent written notice delivered by the party whose address has
changed.
If to IMPACT:
Executive Director
IMPACT ACTIVE TEAM LTD.
00 Xxxxxxx Xx..
Asseret 00000, Xxxxxx
If to P.O.C:
P.O.C. HIGH-TECH (1992) LTD.
0 Xxxxxxxxxxx Xx.
Xxx Xxxx 00000, Israel
17. Governing Law. This Agreement shall be governed in all respects
by the laws of the State of Israel.
18. Amendment. This Agreement constitutes the entire agreement
between the parties, and supersedes all prior written or oral
agreements. This Agreement may be amended only by the party against
whom enforcement is sought.
19. Warranty. Each of the parties warrants that the individual who
executes this Agreement on its behalf has been duly authorized to do so.
IN WITNESS WHEREOF, the parties hereto have caused this
Affiliation Agreement to be executed by their duly authorized
representatives.
IMPACT ACTIVE TEAM LTD.
Date: June 23, 2004 By: /s/ Xxx Xxxxxx Xxxxxxxxx
San Xxxxxx Xxxxxxxxx
Executive Director
P.O.C HIGH-TECH (1992) LTD
Date: June 23, 2004 By: /s/ Gar Mar-Xxxxx
Gai Mar-Xxxxx
Executive Director
