EXHIBIT 10.1
------------
AGREEMENT
DRAWN UP AND SIGNED IN ____________ ON DAY _______ OF NOVEMBER 2001.
BETWEEN
ILAN GAT ENGINEERS LTD.
of 00, Xxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxx Tikva
(hereinafter: "THE OWNERS") OF THE FIRST PART;
AND
NESS B.S.G. L.T.D.
of _______________________________________
(hereinafter: "THE COMPANY") OF THE SECOND PART;
AND
PRECISE SOFTWARE SOLUTIONS LTD.
of 00, Xx'xxxxxx Xxxxxx, Xx Xxxxxx
(hereinafter: "THE SUBSTITUTE LESSEE")
WHEREAS: and according to the lease agreement (hereinafter "THE LEASE
AGREEMENT"), the Company leased from the owners an area of 158
square meters on the ground floor and a storage area of 25
square meters in the basement parking area (-1) of the
building known as lot 70 in block 6226 at 10, Ta'asiyya
Street, Or Xxxxxx and known as "Beit Kinneret" (hereinafter:
"THE LEASED PROPERTY", "THE STORAGE AREA", AND "THE
BUILDING").
AND WHEREAS: the Company wishes to assign and transfer all the rights and
obligations under the leasing agreement to the substitute
lessee, and the substitute lessee wishes to step into the
shoes of the Company and undertakes to fulfill all the
obligations of the Company towards the owners and to pay all
the Company's debts to the owners and to have entitlement to
all the rights granted to the Company under the terms of the
lease agreement, and all to begin from the date determined in
the definition below.
AND WHEREAS: the owners have given their consent to the assignation and the
transfer of the rights and obligations of the Company to the
substitute lessee under the terms of the lease agreement.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. The preamble to this agreement constitutes an integral part thereof.
2. From August 21, 2001 (hereinafter: "the determining date") the
substitute lessee undertakes to fulfill all the obligations of the
Company towards the owners and to pay all the Company's debts to the
owners and to have entitlement, beginning from the determining date,
to all the rights granted to the Company, and all according to the
terms of the lease agreement and as stated in this agreement.
Notwithstanding the above, from August 21, 2001 until November 5,
2001, for a period of two and one half months only, the Company
undertakes to pay in the substitute lessee's stead the monthly rent
and management fees for the leased property and the storage area,
and payments and expenses to the Municipality, to the Electric
Company, and for the central heating to the leased property and the
storage area.
3. Until the determining date, the Company will be entirely responsible
for the leased property agreement and from that date the
responsibility for the leased property agreement will be that of the
substitute lessee.
4. The owners will return to the Company the bank guarantee deposited
with them by the Company under the terms of clause 17 of the leased
property agreement (hereinafter: "the first guarantee") when a new
guarantee has been given by the substitute lessee and on condition
that the Company has paid to the owners all the sums it is obligated
to pay to the owners until November 5, 2001 (hereinafter: "the new
guarantee"). The substitute lessee undertakes to prepare and provide
the new guarantee, identical to the first guarantee, mutatis
mutandis, closely following the date of signature of this agreement.
5. The terms of the leased property agreement will be binding on the
substitute lessee from the determining date, conditional on the
following amendments:
a. Clause 3.1 - The words "for a period of 5 years from the
beginning from the date set out in clause 6 of this
agreement" will be deleted and in their place will be
written "beginning from November 5, 2001 and until January
14, 2005".
b. Clause 6.1 - Deleted
c. Clause 7.3 - Deleted and in its place will be written:
"The rent will be paid in advance for each period of 3
months on the third day of the first month of each period
of the said 3 months, beginning from November 3, 2001.
d. Clause 9 - Deleted
e. Clause 10.2 -the words "Subject to the provisions of
clause 9.7 above". After the words "subject to fair wear
and tear" the words "not including damage caused by the
lessee and/or any person(s) acting on his behalf" will be
added.
f. Clause 13 - In the first line, after the words "the lessee
will be responsible for" the words "insofar as such
responsibility is his according to any law". In the ninth
line the words "to indemnify" will be deleted. In the last
line, after the words "the lessor" the words "and/or his
employees and/or any person(s) acting on his behalf and/or
the management company" will be added.
g. Clause 14.6 - Third line - After the words "known or
unknown" will be written "except in the event of an act
and/or omission of the lessor and/or any person(s) acting
on his behalf arising from negligence or malice
aforethought".
h. Clause 17.1 - At the end, will be added "The lessor will
be entitled to enforce the bank guarantee after giving the
lessee 30 days written warning in advance to remedy the
breach, and on condition that the breach has not been
remedied.
/s/ Xxxx Xxxxxxx
/s/ [Illegible] /s/ [Illegible] /s/ Xxx Xxxxxx
--------------------- ------------------------ -------------------------
NESS B.S.G LTD. Ilan Gat Engineers Ltd. Precise Software Solutions Ltd.
LEASED PROPERTY AGREEMENT
drawn up and signed in Or Xxxxxx on day 1 of February 2001.
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BETWEEN: ILAN GAT ENGINEERS LTD. PUBLIC COMPANY 00-000000-0
of 21, Yagiya Capayyim, Kiryat Xxxx, Petah Tikva
(hereinafter: "the lessor")
OF THE FIRST PART
AND NESS B.S.G. L.T.D. PUBLIC COMPANY 00-0000000
of 00, Xx'xxxxxx Xxxxxx, Xx Xxxxxx.
By Xxxxxx Xxxxxxx and Xxxx Eted
(hereinafter: "the lessee")
OF THE SECOND PART
WHEREAS: the lessor has the rights to a part of the building on lot
70 of block 6226 and is at 00, Xx'xxxxxx Xxxxxx in Or
Xxxxxx (HEREINAFTER: "THE BUILDING"), and of the leased
property as described below, the lessor declares that there
is nothing in law preventing him from leasing the leased
property and that nothing is preventing him from making use
of the leased property according to the objectives of the
lease, under the terms of the _________on the building, and
that he has the sole right of ownership of the leased
property and entitled to lease the leased property to the
lessee.
AND WHEREAS: the lessor wants to lease to the lessee the leased property
"appendix A" outlined in red on the plans attached to this agreement as
appendix A on the ground floor and in the east fore-section
of the building, with an overall area of 158 square meters
and an additional 25 square meter storage area on the
basement parking floor -1 (HEREINAFTER: "THE LEASED
PROPERTY"), the leased property [to be] that of an
unprotected lease (HEREINAFTER: "THE LEASE"), for a period,
for a consideration, for a purpose, and subject to the
terms and conditions detailed in this agreement below.
AND WHEREAS: the lessee has inspected the leased property and found it
suitable for his needs.
AND WHEREAS: the lessee wants to lease the leased property from the
lessor under these conditions.
THEREFORE: in consideration of the mutual undertakings of the parties
to this agreement, it has been agreed, declared, and
stipulated by them as follows:
1. PREAMBLE, APPENDIXES, AND HEADINGS
1.1 The preamble to this agreement and the declarations
of the parties to it form an integral part thereof.
1.2 The appendixes attached to this agreement form an
integral part thereof.
1.3 The clause headings in this agreement are intended
for ease of orientation. They do not form a part of
this agreement and are not to be used for
interpretation.
2. DEFINITIONS:
"CPI INDEX" - Index of consumer prices in the USA (C.P.I.)
"THE DOLLAR" - To be understood as the US dollar
"THE REPRESENTATIVE RATE" - The representative rate of the dollar
published on the day of any payment under the terms of this
agreement, and in any event, not less than a rate of NIS 4.1 to the
dollar. If a payment is not made on the day it should have been made,
the sum paid shall be calculated according to the highest rate
published during the period the payment was delayed.
"THE BANK" - The Israel Discount Bank Ltd.
"ARREARS INTEREST" - Daily interest at the maximum rate applied by
the bank to current debitory accounts that have exceeded their
overdraft limit.
3. THE LEASE
3.1 The lessor hereby leases the leased property to the lessee
and the lessee hereby leases the leased property from the
lessor for a period of 5 years beginning from the date set
out in clause 6 of this agreement.
3.2 The lessee has an option to extend the period of the lease
by 5 additional periods of one year each (hereinafter: the
period of the first, second, third, fourth, fifth option or
"the option period", depending on the circumstances).
3.3 A condition for exercising the said option is the
fulfillment of the lessees obligations, in their entirety,
under the terms of this agreement. Each of the above option
periods will be exercised automatically unless the lessor
shall receive no later than 60 days before expiry of the
option or period of the previous option, depending on the
circumstances,, written notification from the lessee that
he has no interest in availing himself of the option
period. If the lessee does not notify the lessor that he
does not want to exercise the said option, the lessor shall
deliver to the lessor a bank guarantee or a confirmation
that the period of the bank guarantee has been extended and
this not later than 60 days prior to the expiry of the
period of the lease or period of the previous option,
depending on the circumstances.
3.4 The terms of this agreement, MUTATIS MUTANDIS, will apply
to the option period.
3.5
3.5.1 The lessee will not be entitled to terminate the
lease under the terms of this contract before the
end of the period of the lease. If the lessee
cease to make use of the leased property or if he
vacates it prior to the end of the period of the
lease, this will not free the lessee from
fulfilling all or any of his obligations under
the terms of this agreement.
3.5.2 Notwithstanding the above, the lessee will be
entitled to terminate the lease by giving at
least 3 months notice in writing in any of the
following circumstances:
3.5.2.1 The lessee will find a substitute
lessee acceptable to the lessor who
will agree to lease the leased
property at least until the end of the
period of the lease under the terms of
this agreement and at a rent not less
than the rent in this agreement and
the lessor shall not refuse the
substitute lessee without reasonable
cause.
3.5.2.2 The lessee will pay the lessor a sum
in New Israeli Sheqels equal to the
rent for the last month before he left
the leased property multiplied by
three and with the addition of V.A.T.
3.6 The lessee declares and confirms that he has seen and
inspected the building and the leased property and the
surrounding area, and found all the above suitable for his
purposes, and he hereby waives any right to make any claim
in respect of unsuitability or any other claim in respect
of the building and/or in respect of the leased property,
with the exception of a claim in respect of concealed
damage and/or unsuitability.
4. INAPPLICABILITY OF TENANT PROTECTION LAWS
The lessee declares and undertakes and hereby confirms that he knows
that the property is a new building whose construction was completed
after August 20, 1968, and that on August 20, 1968 there was no
tenant with rights to the leased property, and that clauses 14 - 19
of the Tenant Protection Law (Consolidated Version) 1972, under the
terms of this contract, apply to the lease.
5. PURPOSE OF THE LEASE
The lessee hereby leases the leased property for commercial purposes
in the hi-tech field and hereby undertakes not to make any use of the
leased property or any part thereof for any other purpose whatsoever,
unless the prior, written consent of the lessor has been obtained.
The lessor will not refuse to give his consent as above without
reasonable cause.
6. ALTERATIONS AND ADDITIONS
6.1 The leased property will be transferred to the lessee at a
level of completion according to the specification attached
to this agreement as appendix B that constitutes an
integral part thereof, and according to the plan, approved
by the lessor, of an architect employed on behalf of the
lessee. The work shall be completed by the lessor according
to the plan within 30 days from the date of signing of this
agreement. The lessor will be entitled to bring forward the
date of transfer of the property by giving 4 days prior
notice. In respect of alterations to this specification and
this plan or alterations made after the work has been
carried out by the lessor in order to make the leased
property suitable for the lessee, the lessee will pay the
lessee on the basis of cost + 15% before the leased
property is transferred to the lessee. The aforementioned
alterations will entitle the lessor to extend the period
necessary for completion of the work, at the lessor's
discretion. In order to remove doubt, the above will not
apply to the storage area that is to be completed according
to the letter attached as appendix C to the contract that
constitutes an integral part thereof. In order to remove
doubt, adherence to the timetable by both parties is an
essential condition of this agreement. However, a delay of
7 days in transferring the leased property to the lessee
will not constitute a basic breach of the contract by the
lessor, and the lessee will pay rent only from the actual
date of transfer of the property, unless the delay in
transfer was caused by the failure of the lessee to provide
the lessor with plans in time.
6.2 The lessee will be entitled to make alterations and
additions to the leased property as long as no damage is
caused to the front of the building and if and only if
plans for such have been approved by the lessor - if
approved - in writing and in advance, and in conformity
with the existing framework of the building and existing
systems, and subject to the obtaining of a building permit
if such is required. The lessor will not refuse permission
for the carrying out of the alterations and additions to
the leased property without reasonable grounds.
7. RENT
7.1 In return for the lessor carrying out all his obligations
under the terms of this agreement, the lessee will pay to
the lessor monthly rent as follows:
7.1.1 In the first year of the lease, the lessee will
pay the lessor a monthly rent in New Israeli
Sheqels equivalent to US$3,094 at the
representative rate and with the addition of VAT
as required by law.
7.1.2 In the second, third, fourth years of the lease,
the lessee will pay the lessor a monthly rent
equal to the rent on the last month of the
previous year of the lease at the representative
rate, with the addition of a percentage equal to
the rate of increase in the CPI in the previous
year of the lease, and with the addition of VAT
as required by law.
7.1.3 For the period of the first option (the sixth
year of the lease), the lessee will pay the
lessor a monthly rent equal to the rent on the
last month of the fifth year of the lease with
the addition of a percentage equal to the rate of
increase in the CPI in the fourth year of the
lease, and with the addition of VAT as required
by law.
7.14 For the period of the second option (the seventh
year of the lease), the lessee will pay the
lessor a monthly rent equal to the rent on the
last month of the sixth year of the lease with
the addition of a percentage equal to the rate of
increase in the CPI in the fifth year of the
lease, and with the addition of VAT as required
by law.
7.15 For the period of the third option (the eighth
year of the lease), the lessee will pay the
lessor a monthly rent equal to the rent on the
last month of the seventh year of the lease with
the addition of a percentage equal to the rate of
increase in the CPI in the sixth year of the
lease, with an addition of 5%, and with the
addition of VAT as required by law.
7.16 For the period of the fourth option (the ninth
year of the lease), the lessee will pay the
lessor a monthly rent equal to the rent on the
last month of the eighth year of the lease with
the addition of a percentage equal to the rate of
increase in the CPI in the seventh year of the
lease, and with the addition of VAT as required
by law.
7.17 For the period of the fifth option (the tenth
year of the lease), the lessee will pay the
lessor a monthly rent equal to the rent on the
last month of the ninth year of the lease with
the addition of a percentage equal to the rate of
increase in the CPI in the eighth year of the
lease, and with the addition of VAT as required
by law.
7.2 The aforementioned rent that must be paid under the terms
of this agreement (including VAT) will be called above and
below in this agreement - "THE RENT".
7.3 The rent will be paid as follows: When this agreement is
signed, the lessee will pay rent for three months in
advance with a check dated March 1, 2001. The remainder of
the rent will be paid in advance for each period of three
months on the first day of the first month of every
aforementioned period of three months.
7.4 The rent will be paid by check in favor of the lessor or by
bank transfer to his account number XXXXXXX in Bank
Benleumi (Kiryat Xxxxx xxxxxx) or to any other account that
the lessor will notify the lessee of in writing. It is to
be clearly understood by this that the rent will be
considered paid in the event of a bank transfer only after
the above bank account has actually been credited according
to the value on the transfer day.
7.5 If any date for payment of rent as stated in this clause
falls on a day that is not a working day, the date of
payment will be postponed (and every matter or debit
connected with it) to the next following working day after
the same date.
7.6 Without derogating from any other redress available to the
lessor under this agreement or in law, in respect of any
delay of more than seven days in payment of rent, arrears
interest will be added.
7.7 A breach of this clause will be considered a fundamental
breach of the agreement. As a clarification, a delay of up
to 7 days in payment of rent will not be considered a
fundamental during the period of the lease and during the
period of the option if it is exercised.
8. OTHER PAYMENTS TO BE MADE BY THE LESSEE
8.1 All municipal and government taxes, fees, property taxes,
and charges (hereinafter: "the taxes") imposed on the
tenants of the leased property for the period of the lease,
will be the responsibility of the lessee and will be paid
by him, on the legal date when they fall due to the
authorities, from the date of actual tenancy of the leased
property.
8.2 The lessee undertakes, for the duration of the lease, to
bear all the costs and expenses for the supply of
electricity, water, and air conditioning to the leased
property, and all the expenses of all telephone lines that
will be installed by the lessor and the use of them. The
lessee undertakes to transfer the water, property tax, and
electricity accounts into his name from the date the lease
begins and to produce proof of this to the lessor and the
management company.
8.3 All the taxes and payments that will fall due to the
municipality and/or to the government and/or to any other
body in respect of the lessee's business in the leased
property, including business tax, signs tax, fees, and
licenses, will be the responsibility of the lessee and will
be paid by him.
8.4 If a payment is made for a complete year and only part of
that year is in the period for which the lessee is
responsible and/or for an area that includes areas in
addition to the area of the leased property, the lessee
will pay the lessor a part of the said payment proportional
to the part of the period and/or part of the liability in
respect of the leased property.
8.5 The lessee will sign a management contract with the
building's management company. Management fees will be the
responsibility of the lessee and will be paid by him to the
management company.
8.6 The lessor will be entitled, but not obligated, to pay to
make any payment that, under the terms of this agreement,
should be paid by the lessee, after he has notified the
lessee in writing to make the payment and the lessee has
not done so within 7 days of the demand. In such an event,
the lessee will be obliged to return to the lessor any sum
paid by him as stated, within 7 days of the lessor's first
demand with the addition of linkage differentials and
interest.
8.7 The lessee undertakes to present to the lessor, from time
to time as demanded by the lessor, [and] not later than 14
days after receiving the demand of the lessor as above, all
the receipts and authorizations to prove that the payments
for which he is responsible according to the agreement
have, in fact, been made.
8.8 The stamp duty payable on this agreement will be shared
equally by the parties.
9. ADDITIONS AND ALTERATIONS
9.1 The lessee undertakes to provide the lessor with the
proposed planning that will include the internal finishing
that he wants to apply to the leased property, according to
the technical specification that he wants to carry out in
the leased property and all additions and alterations that
he wants to carry out in the finishing (hereinafter:
"additions and alterations"). The proposed planning will be
presented within 30 days from the date this contract is
signed.
9.2 The lessor will be entitled to refuse to carry out all or
any of the additions and alterations requested if he can
show reasonable cause.
9.3 The lessor will complete the internal finishing in the
leased property according to the technical specification
within 30 days of the date this agreement is signed. The
finishing according to the technical specification is
included in the rent.
10. MAINTENANCE OF THE LEASED PROPERTY DURING THE PERIOD OF THE LEASE
10.1 The lessee undertakes not to mortgage or pledge in any way
whatsoever for the benefit of any other person, agent, or
body, the agreement or his rights under it or the lease or
part of it. The lessee undertakes not to grant or transfer
the leased
property or part of it to any other person or persons in
any way whatsoever and not to lease the leased property or
part of it on a sub-lease unless he has obtained the prior,
written consent of the lessor. A breach of this clause will
constitute a fundamental breach of the agreement, all
subject to the terms of clause 3.5.2 above. Notwithstanding
the above, the lessor will be entitled to allow any company
connected with him to use the leased property concurrently
with the lessee without derogating from the obligations and
responsibilities of the lessee according to this agreement.
10.2 Subject to the terms of clause ______________ above, the
lessee undertakes to maintain the leased property in good
and sound condition and to abstain from causing damage or
impairment to it or to any of its fittings and to be
responsible for the immediate repair at his expense of all
damage caused to the leased property by him and/or by his
visitors and/or his clients and/or workers and /or by
anyone entering the leased property except for fair wear
and tear. The lessee will return the leased property to the
lessor at the end of the lease in the condition that it was
given to him by the lease, subject to normal wear and tear
resulting from the lessee's reasonable use of the leased
property.
10.3 Subject to the terms of clause 6 above, the lessee
undertakes not to carry out any internal and/or external
alteration to the leased property and not to add any
addition and not to destroy any part of the leased property
and/or any of its fittings without receiving the prior,
written consent of the lessor. The lessor will not object
to alterations the lessee will carry out only if they have
been authorized by the authorities and also on condition
that the leased property will be restored to its original
condition by the lessee at the end of period of the lease.
The lessor will be entitled to prevent the carrying out of
any of the above, and to remove any alteration or addition
that has been made contrary to the terms of this clause. A
breach of this clause by the lessee will give the lessor
the right, in addition to any redress that he may be
entitled to by law, to cancel the agreement by giving 14
days prior, written notice, and in such an event, the
lessor will have the right, if he chooses to exercise that
right, that all the additions, the repairs, and the
alterations that were done in breach of the agreement will
become the property of the lessor without his having any
obligation to pay for them.
10.4 The lessor has agreed to the lessee's request to make
alterations to the leased property that have been carried
out by the lessor. The lessee must return the leased
property to the lessor at the end of the period of the
lease as it was after the completion of the supplementary
work carried out by the lessor. If the lessee makes
alterations to the leased property in addition to those
alterations made by the lessor at the request of the
lessee, the additional alterations will pass into the
ownership of the lessor at the end of the period of the
lease, and the lessee will not be able to demand and/or
receive compensation or payment for them, including
equipment such as: air conditioners, with the exception of
portable air conditioners and electrical lighting that will
remain the property of the lessee. To remove doubt, it is
hereby made clear that the aforesaid does not apply to the
lessee's equipment and furnishings that are not permanently
fixed to the leased property.
10.5 The lessee undertakes to allow the lessor and/or his legal
representative access to the leased property at any
reasonable time to inspect the state of the leased property
and also to carry out repairs or works, coordinated in
advance with the lessee. Works and repairs to the leased
property will be carried out within the working hours of
the business and in a manner that will not interfere with
the conduct of the lessee's normal business in the leased
property, and only if after the works or alterations have
been done any damage caused to the leased property will be
repaired and the leased property will be restored as
quickly as possible and as far as possible to its previous
condition.
10.6 The lessee undertakes to abide by and keep every law,
statute, decree, or auxiliary law relating to the leased
property or to its tenancy or the use of it, and not to do
anything or allow anything to be done in the leased
property or in relation to it that might cause a nuisance
or a hindrance or might cause injury or inconvenience to
the lessor or to the building or to the tenants or to other
users or to visitors to the building, and this without
derogating from the lessee's right to make any reasonable
use of the leased property.
10.7 The lessee undertakes to compensate and recompense the
lessor for all damage or expense caused to the lessor as
result of a civil or criminal claim against the lessor, and
in respect of his need to defend himself against such a
claim - as long as the said claim derives from failure to
perform or breach of the lessee's obligations under the
agreement, and only if the lessor notifies the lessee in
advance of any such proposal or demand and gives the lessee
the opportunity to defend himself against them. As
clarification, nothing in the terms of this clause affects
the lessor's legal right to resort to a third party with a
demand for compensation for said damage.
11. PAYMENT ARREARS
11.1 If the lessee is in arrears of more than 7 days with
payment of any sum that he is due to pay to the lessor
according to this agreement, the lessee will pay the lessor
on the sum that is in arrears, index linkage differentials
and interest at a rate that Bank Hapoalim Ltd. applies at
that time to index-linked loans with an addition of 10% per
annum, calculated from the day the lessee was due to pay
the sum that is in arrears until the day that he actually
paid it.
11.2 The payment of the linkage differentials and interest or
payment of the arrears, according to clause 11.2 above,
will not derogate from the lessor's right to any other
remedy determined in this agreement or in law that arises
from a breach of the agreement through payment arrears. The
receipt of said linkage differentials and interest will not
be construed as a waiver by the lease of any other remedy
as above.
12. REGISTRATION, LICENSES , AND SIGNS
12.1 The lessee is responsible for conducting his business in
accordance with the licenses required by any municipal,
government, or other authority, according to circumstances,
and he is responsible for obtaining all the licenses and
permits issued by the bodies authorized to do so required
for the conducting of his business in the leased property.
The lessee's failure to obtain said licenses or part of
them will not be a justification or grounds for the lessee
to cancel this agreement. The lessor undertakes to sign as
a applicant on any document required by any body or
authority for the granting of a license as above.
12.2 The lessee will be entitled to display signs in the place
and in the manner designated by the lessor, and only after
he has obtained the lessor's approval. The lessor will not
refuse the lessee's request to erect signs without
reasonable cause. The signs will be erected by the lessee
and at his expense. A large sign will be erected outside
the entrance to the building, an additional sign will be
erected inside the entrance floor of the building and an
additional sign at the entrance to the office. All the
signs will be erected at the lessee's expense and he will
pay his proportion of their cost.
13. THE LESSEE'S RESPONSIBILITY
The lessee will be responsible for all damage of whatsoever kind
caused to the leased property and/or to the building and or to the
lessor and/or to any third party on the leased property and/or in the
building arising from the lessee's actions and or omissions,
including the acts and omissions of his workers, guests, clients, and
person(s) acting on his behalf and/or as a result of his conducting
business on the leased property, with the exception of damage and
wear and tear during reasonable use.
The lessor will not bear any responsibility whatsoever or be under
any financial obligation whatsoever for any personal injury and/or
loss and/or property damage whatsoever caused to the lessee and/or to
his workers and/or to his clients and/or to his visitors and/or to
any other person on the leased property and the lessee takes full
responsibility for all damage of this sort and undertakes to
compensate and indemnify the lessor against all damages that he is
liable to be obliged to pay or is forced to pay as a result of such
injury and against all expense that the lease incurs in connection
with the above injury unless in the event of an act or omission of
the lessor resulting from negligence or malice.
14. INSURANCE
14.1 Without derogating from the lessee's responsibility, as
stated in clause 13 above, the lessee undertakes to insure
the leased property with building insurance, the contents
of the leased property, and his business, at full and
realistic value, at his own expense and on behalf of the
lessor, the value of the insurance to be updated from time
to time as necessary, and [to insure] against all known,
acceptable, and customary possible risks with a registered
insurance company of good standing. Without derogating from
the generality of the above, the lessee hereby undertakes
to insure the leased property and its contents against fire
risk, burglary, theft, forced entry, loss, glass breakage,
flood, mechanical breakdown, and water damage of all kinds
- all at replacement value.
14.2 The lessee hereby undertakes to insure, at his own expense,
the activities on the leased property under a third party
insurance policy (body) and a third party insurance policy
(property).
14.3 The lessee hereby undertakes to append the lessor's name as
an additional beneficiary of the above policy. The lessor
will be entitled to mortgage the policy to the bank.
14.4 The lessee will present to the lessor, on demand, all the
insurance policies that have been taken out in accordance
with clauses 14.1 and 14.2 above, and this is a prior
condition of his obtaining tenancy of the leased property,
and he will also
present to the lessor, on an ongoing basis, every new
policy that has been taken out or any amendment to a policy
previously shown to the lessor. By reasonable demand of the
lessor, the lessee will be obliged to add and/or to update
and/or to amend the insurance policies to the lessor's
satisfaction so that they will answer to the criteria
determined in this clause 14.
14.5 The lessee undertakes to abide by all the conditions of the
policy mentioned above in this clause, to pay the insurance
premiums on time, and to ensure that the policies are
renewed and fully valid during the entire period of the
lease.
14.6 It is hereby explicitly agreed and declared that the lessor
will have no responsibility of any kind whatsoever to the
lessee regarding any damage caused to the leased property,
or to its contents or to a third party, for any reason
whatsoever, whether the reason for the damage or fault is
known or unknown, and the lessee will see to it that a
specific term is added to the policy according to which the
insurer specifically waives all right of subrogation or any
other right in law, to make a claim against the lessor for
subrogation or return, or compensation in respect of direct
or indirect damage caused to the lease, if such damage will
be caused.
14.7 The lessor's inspection right and the exercise or
non-exercise of his right to view the policies and to
demand updating, additions, or alterations, will not put
him under any obligation regarding the policies, their type
and validity or regarding their non-existence.
15. VACATING
15.1 At the end of the period of the lease or on cancellation of
this agreement in law and after written warning has been
sent by registered mail giving 30 days to rectify the
breach, the lessee undertakes to vacate the leased property
and to turn it over to the lessor vacant of all persons or
items belonging to the lessee, clean and in good order and
in the condition that the lessee received it from the
lessor, with the exception of fair wear and tear, and the
leased property will contain all renovations or
improvements permanently attached to it, even if these have
been installed and added to the leased property by the
lessee at his own expense, unless the lessor has demanded
that the lessee should remove such addition or installation
from the leased property. The terms of this clause are
subject to the terms of clause 10.4 above.
15.2 If the lessee has not vacated the leased property on the
day set out in clause 15.1 above, then, in addition to the
lessor's right to take legal action to evict the lessee,
and in addition to any other right the lessor has under
this agreement or in law, the lessee will pay the lessor
for the period from the date when he was obliged to vacate
the leased property until the date when he actually vacated
it, a sum equal to 200% of the rent (including linkage
differentials) that would have been paid under this
agreement if the lease had been extended, under the terms
of this agreement. The above payment will be determined and
agreed as appropriate fees for use and/or as damages
determined and agreed in advance, and estimated and
calculated in advance by the parties.
15.3 Nothing in this clause above confers any right on the
lessee to continue to occupy the leased property against
the agreed compensation and there is nothing to release the
lessee from his oblation to vacate the leased property.
15.4 If the lessee has not vacated the leased property on the
day set out in clause 15.1 above, the lessor will have the
right to claim from the lessee all the sums, taxes,
payments, obligations, rent, expenses for repairs, damages,
appropriate fees for use, losses, and all other payments
without exception as specified in this agreement for the
period from the date when the lessee was obliged to vacate
the leased property until the date when he vacated it, as
if the period of the lease had been extended, and without
detracting from the lessee's obligation to vacate the
leased property, and without detracting from any other
redress available to the lessor according to this agreement
and/or in law.
16. MORTGAGING, PLEDGING, OR TRANSFER OF RIGHTS
16.1 The lessor is entitled to pledge and/or mortgage this
agreement in whole or in part, to endorse the rights in it
to others, to transfer it, in whole or in part, in any
manner whatsoever as he shall see fit and at his sole
discretion, on condition that the said mortgaging,
pledging, endorsement, or transfer will not derogate from
the lessee's rights under the terms of this agreement. The
lessee hereby expressly agrees to abide by all the terms of
this agreement in respect of another party that takes the
place of the lessor, if there will be such. Nothing in said
pledging, mortgaging, endorsement, or transfer will
derogate from the lessee's rights according to this
agreement. The lease will notify the lessee of any
mortgaging, endorsement, or transfer of the rights in this
agreement.
16.2 Without derogating from the above, the lessee will be
entitled to allow any company connected with him to use the
leased property collaterally and this will not derogate
from the lessee's duties and obligations under this
agreement.
17. GUARANTEES
17.1 The lessee undertakes, when this agreement is signed, to
entrust the lessor with an autonomous bank guarantee for
the sum of $9,000 in a format approved in writing and in
advance by the lessor, to ensure that the lessee keeps his
obligations under this agreement for the period of the
lease and for the periods of the extended lease. This
guarantee will be valid for 30 days after the end of the
first period of the lease.
17.2 To remove doubt, the terms of this clause will apply,
MUTATIS MUTANDIS, during the period of the option according
to the terms of clause 7.3 above.
17.3 It is hereby expressly agreed and declared by the parties
that the granting of the security does not in any way
constitute a waiver by the lessor on his rights to other
redress against the lessee, whether the redress is
specified in the body of the agreement or is available to
the lessor under the law.
18. REMEDIES FOR BREACHES
18.1 Without derogating from the terms of this clause 18, and
from specific remedies that appear in this agreement, the
instructions of the Law of Contracts (remedies for breaches
of contract), 1970, shall apply to this agreement.
18.2 If the lessee does not maintain the leased property in
sound condition and/or does not repair what requires to be
repaired in the leased property and/or does not return the
leased property to the lessor at the end of the period of
the lease, under the terms of this agreement, in a sound
condition, with the exception of fair wear and tear as
stated in the agreement, and/or causes damage of any kind
to the leased property during the period of the lease, and
only if the responsibility to carry out repairs is that of
the lessee under this agreement, and [this damage] is not
repaired by the lessee, then, in addition to any other
right the lessor may have in such an event according to the
instructions of this agreement and/or in law, the lessor
will be entitled, after he has served notice on the lessee
and set a reasonable time for the repair in the
notification, and the lessee has not repaired what requires
to be repaired within 21 days of the date of the
notification, to carry out, at the lessee's expense, any
repair and/or to take any action he considers fit to repair
the damage and/or to restore the previous state, and the
lessee undertakes to pay the lessor, immediately he is
required to do so, all the reasonable amounts that the
lessor has paid for the work carried out according to this
clause above, subject to receiving receipts in respect of
repair(s) as above.
18.3 In the event that a receivership order or a bankruptcy
order or a winding up order, depending on the
circumstances, has been made against the lessee and this
order has not been cancelled within 120 days, the lessor
will be entitled to cancel the agreement and to demand that
the leased property be vacated within 14 days of the lessee
having been sent a written warning, during which time the
breach has not been rectified.
18.4 Failure, delay, or waiver by one of the parties to exercise
any of his rights according to the instructions of this
agreement, will not be construed as a waiver, impediment,
agreement, or notification on his part, and he will be able
to exercise his rights under this agreement at any time he
wishes to and without being prevented from doing so.
18.5 In the event that the lessee is in breach of the contract
or any one of its clauses and has not rectified the breach
within 21 days and although he has been served written
notice giving him 21 days to rectify the breach , and in
every event that the lessee does not pay the rent on time
and/or all sums and/or other payments that he is due to pay
under this agreement or any part thereof, and has not
rectified the breach within seven days of the day he was
instructed to rectify the breach - the lessor will be able,
without affecting other rights he has in law and/or
according to this agreement, to cancel the agreement, to
determine a date, as he sees fit, for the leased property
to be vacated and to have occupation of the leased property
restored to him. In this event the agreement will be
cancelled on the day determined by the lessor.
18.6 In any event that the agreement is legally cancelled owing
to a breach of contract by the lessee, the lessor will be
entitled to every additional remedy available to him in law
in respect of the breach, including compensation,
prevention order, and injunction. Notwithstanding all that
is stated in this agreement and in addition to it, in the
event of a breach of contract by the lessee, as a result of
which the lessee has
been evicted from the leased property before the end of the
period of the lease, the lessee will have to pay the lessor
reasonable compensation equal to the lost of rent incurred
by the lessor because of the cancellation, whether for all
the remaining period of the lease, or for a period until
the leased property is leased to another lessee, and
thereafter, until the end of the period of the lease in
respect of loss of rent, if there is such, or because of
lower rent paid by the other lessee.
19. GENERAL
19.1 All payments requiring to be made by the lessee to the
lessor under this agreement, will be paid by the lessee by
bank transfer or by check or by any other means as shall be
agreed between the parties.
19.2 The lessee will be entitled to order telephone lines at his
own expense as he sees fit. The installation and
maintenance of these lines will be the responsibility of
the lessee and at his expense.
19.3 It is hereby expressly agreed between the parties that the
lease according to this agreement is a personal one and may
not be transferred by the lessee in any way whatsoever,
except under the terms of clause 3.5.2.1 above, and except
under the terms of clause 10.1 above, according to which
the lessee is entitled to allow any company connected with
him to use the leased property concurrently, and this
without derogating from the lessees duty and responsibility
under this agreement.
19.4 It is hereby expressly agreed that the lessee will be
considered the occupier on behalf of the lessor according
to the meaning of clause 16 of the Real Estate Law, 1969.
19.5 The terms of this agreement completely encompass what has
been agreed by the parties, and all previous contracts,
assurances, presentations, and undertakings between the
parties prior to the signing of this agreement, if there
were such, are cancelled. Any alteration to the agreement
or addition to it must be made in writing and under the
signatures of the parties.
20 ADDRESSES AND NOTIFICATIONS
The addresses of the parties for the purpose of this
agreement are:
The lessor: Yagia Capayyim, Kiryat Xxxx, Petah Tikva
The lessee: 00, Xx'xxxxxx Xxxxxx, Xx Xxxxxx
Every notification sent by one party to the other under the terms of
this agreement will be sent by registered mail or will be delivered
by hand or by facsimile and will be considered to have been delivered
within the reasonable time it should take for the said notification
to reach the addressee.
IN WITNESS WHEREOF THE PARTIES HEREUNTO HAVE SET THEIR HAND IN THE
PLACE AND ON THE DATE THAT APPEARS AT THE BEGINNING OF THE AGREEMENT
/s/ [Illegible] /s/ [Illegible]
------------------------- --------------------------
NESS B.S.G LTD. Ilan Gat Engineers Ltd.
The lessee
