EXHIBIT 10.28
CONSULTING SERVICES AGREEMENT
MADE AND EXECUTED IN TEL AVIV ON THE 25TH OF MARCH, 1998
BETWEEN: Ituran Location and Control, Ltd.
Private Co. 00-000000-0
Of: 0 Xxxxxxxx Xxxxxx, Xxxx Industrial Zone
(hereinafter: "THE COMPANY")
THE FIRST PARTY;
AND BETWEEN: Xxxxxx Xxxxxx
Identity No. 0519199
Of: 119 Bar Kochba Street, Herzliya
(hereinafter: "THE CONSULTANT")
THE SECOND PARTY;
WHEREAS: The Company is interested in hiring the Consultant to provide
ongoing financial consulting, organization, training and
execution of the Company's financial activities; consulting as
regards investment through various financial instruments; rate
protection, and management of the Company's investment
portfolios and everything this shall entail (hereinafter, "THE
FINANCIAL SERVICES");
AND WHEREAS: The Consultant has stated that he has the knowledge, experience
and ability to provide the Company with the Financial Services
it has requested, either personally or through a financial
company he controls;
AND WHEREAS: The parties wish to standardize the relationship between them
through this agreement;
THEREFORE THE PARTIES HAVE DECLARED, AGREED AND STIPULATED AS FOLLOWS:
1. PREAMBLE
1.1 The preamble to this Agreement and the declarations of the Parties
contained therein shall constitute integral part of this
Agreement.
1.2 The headings contained in this Agreement are for convenience only,
and shall have no interpretive purpose whatsoever regarding this
Agreement.
2. THE CONSULTANT'S DECLARATIONS AND UNDERTAKINGS
The Consultant does hereby declare and undertake as follows:
2.1 That there is no legal or other obstacle that would prevent him
from signing this Agreement and fulfilling his obligations
accordingly;
2.2 That he has the knowledge, ability and skills needed to fulfill
the position in accordance with the provisions of this Agreement;
2.3 That he undertakes to fulfill his position skillfully, expertly,
dutifully, faithfully and honestly, and to act to the best of his
ability to safeguard and advance the Company's economic interests;
2.4 To act faithfully and with integrity towards the Company;
2.5 That during the Agreement period, he shall act within the
framework of the procedures and arrangements as defined by the
Company from time to time, and shall report to the Company, in
accordance with the procedures and provisions that shall be
defined from time to time, regarding his activity and any other
information involving his job and its performance, as well as any
other information he learns concerning the Company and its
business;
2.6 That he will provide the Consulting Services to the best of his
ability, in a manner that is professional and efficient, with the
proper dedication and diligence.
2.7 That the parties have no intention of establishing or conducting
an employee-employer relationship between the Company and the
Consultant, and that any Services that are provided shall be done
so as independent services against the presentation of a tax
invoice; and that all of the sums stated in this Agreement and any
undertakings the parties shall take upon themselves as part of the
Consulting Services are based on the correctness of the
assumptions regarding the nature of the legal relationship
established in this Agreement.
3. EMPLOYMENT OF THE CONSULTANT
3.1 It is hereby agreed between the Parties that the Company is hiring
the Consultant's services for the purpose of providing the
Financial Services, and all this as an independent consultant
(hereinafter, "THE POSITION").
3.2 In exchange for his services, the Company shall pay the Consultant
a monthly consulting fee in the amount of NIS 4,000 linked to the
Consumer Price Index published on February 15, 1998, that is, the
CPI for January 1998, plus VAT as required by law against the
receipt of a tax invoice (hereinafter, "THE CONSULTING FEE"). The
Consulting Fee shall be paid to the Consultant by the 10th of each
Gregorian month for the preceding month, against a tax invoice to
be presented to the Company by the Consultant not later than 10
days from the date of payment.
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4. THE EMPLOYMENT PERIOD
4.1 The employment period shall be 2 (two) years, beginning from the
date on which this Agreement is signed (hereinafter, "THE
EMPLOYMENT PERIOD"). At the end of the two-year period the
Agreement period shall be renewed automatically for an additional
two years, and so on, subject to the contents of Section 4.2 below
(each additional employment period shall be called, hereinafter,
"THE EXTENDED EMPLOYMENT PERIOD").
4.2 The Company and the Consultant may (each one separately) terminate
this Agreement via advance written notification to be sent to the
other party at least 180 days prior to the end of the Employment
Period or the Extended Employment Period, as relevant. To remove
all doubt, the right to terminate this Agreement shall apply to
each party, as stated, only at the end of the first two years,
such that in any event, the Agreement period shall not end before
two years from the date on which this Agreement is signed.
5. THE COMPANY'S DECLARATIONS
The Company hereby declares as follows:
5.1 That the decision to contract with the Consultant through this
Agreement was legally accepted and approved by the appropriate
bodies, in accordance with the relevant Company documents;
5.2 That there is no restriction, prohibition or obstacle, either
under law or according to this document, that would apply to the
contractual arrangements set forth in this Agreement;
5.3 That it has no objection if the Consulting Services are provided
by a company controlled by the Consultant, at the Consultant's
discretion.
6. RELATIONSHIPS BETWEEN THE PARTIES REGARDING THE PROVISION OF THE
CONSULTING SERVICES
Regarding the provision of the Consulting Services, it is hereby
explicitly agreed and stated that:
6.1 There shall be no employee-employer relationship between the
Company and the Consultant, rather the relationship will only be
that of a contractor and client, and any right the Company may
have to supervise and/or audit and/or give instructions to the
Consultant are merely a means for ensuring the performance of the
Consultant's undertaking according to this Agreement, and shall in
no way be construed as creating an employee-employer relationship
between the Company and the Consultant;
6.2 It is further agreed and declared that the Consultant does not
have, nor shall he have, any employee rights in the Company in any
manner and form whatsoever; and that the Consultant shall not be
entitled to payment and/or compensation and/or benefits from the
Company in connection with performing his undertakings according
to this Agreement and/or any instructions given in this regard
and/or any instructions given to him and/or any connection with
the conclusion of this Agreement between the parties and/or
termination of the provision of the Consulting Services
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according to this Agreement for any reason whatsoever, unless
stated otherwise in this Agreement.
6.3 The Consultant hereby explicitly undertakes that he shall be
prohibited and barred from claiming with any body whatsoever,
including a court and/or competent tribunal, that an
employee-employer relationship applies and/or did apply between
himself and the Company, during the entire service provision
period.
6.4 To remove all doubt, the Consultant undertakes to ensure than any
tax, fee or any type of mandatory payment that applies to the
services provided to the Company under the terms of this
Agreement, shall be paid by them regularly and continually, at
their appointed time.
7. ENDORSEMENT OF RIGHTS
It is hereby explicitly agreed that the Parties shall not be entitled to
transfer their rights and/or undertakings under this Agreement, either
entirely or partially, to any other and/or others, without obtaining the
express written consent, in advance, from the other Party. It is hereby
clarified that this section shall not derogate from the Consultant's
right to provide the Company with the Financial Services through a
company under his control, provided that the Consultant's undertakings in
accordance with this Agreement shall apply to the said company.
8. GENERAL
8.1 Stamp Tax on this Agreement, if applicable, shall apply to both
parties equally.
8.2 This Agreement nullifies all prior agreements, undertakings and
understandings between the Parties with regard to the matters set
forth therein, and it shall take precedence over any of the said
agreements, undertakings and understandings.
8.3 This Agreement shall constitute everything that is agreed between
the Parties on the matters set forth therein, and it cannot be
amended or changed except via a written document signed by the
Parties.
8.4 If it should be determined that any of the provisions contained in
this Agreement cannot be enforced and/or are invalid for any
reason whatsoever, this shall not jeopardize and/or invalidate the
remaining provisions of this Agreement.
8.5 Any waiver, extension, concession, silence, omission or delay by
any party to this Agreement regarding the existence or
non-existence, either total or partial, of any of the Parties'
undertakings according to this Agreement, shall not be considered
as a waiver by that Party in favor of the other of any of his
rights, or a waiver or obstacle with regard to any other case.
8.6 The Parties hereby agree irrevocably that with regard to this
Agreement and/or that which derives therefrom, the sole and
exclusive legal authority
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shall only be the courts and/or authorized tribunals of the city
of Tel Aviv-Jaffa.
8.7 So long as neither party informs the other party in writing
otherwise, the addresses of the Parties for the purpose of this
Agreement shall be as specified in the Preamble to this Agreement,
and any notification sent in accordance with this Agreement shall
be viewed as having been received by the other party on the day on
which it has been sent if delivered to that address or if sent via
facsimile; or, at the end of 4 (four) business days from the day
it was sent via post - if sent via post.
8.8 The Parties declare that they have read this Agreement carefully
and have signed it of their own free will, with an understanding
of its contents and the undertakings they have taken upon
themselves and their meaning.
AND IN EVIDENCE THEREOF THE PARTIES HAVE AFFIXED THEIR SIGNATURES:
[signed] [signed]
------------------------- -------------------------
The Company The Consultant
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ADDENDUM TO THE CONSULTING SERVICES AGREEMENT
MADE AND EXECUTED IN TEL AVIV ON THE OF , 2003
BETWEEN:
Ituran Location and Control, Ltd.
Public Co. 00-000000-0
Of: 0 Xxxxxxxx Xxxxxx, Xxxx
(hereinafter: "THE COMPANY")
THE FIRST PARTY;
AND BETWEEN:
Xxxxxx Xxxxxx
Identity No. 0519199
Of: 119 Bar Kochba Street, Herzliya
(hereinafter: "THE CONSULTANT")
THE SECOND PARTY;
WHEREAS: On March 25, 1998 the parties signed an agreement for the
provision of Consulting Services (hereinafter, "the Agreement"),
which set forth the conditions under which the Consultant would
provide financial consulting services (as defined in the
Agreement) to the Company and would receive Compensation in
exchange for the said Services;
AND WHEREAS: The Parties wish to increase the level of the Compensation
to which the Consultant would be entitled from the Company for
the Financial Services, while the monthly consulting hours given
by the Consultant to the Company would increase concomitantly;
AND WHEREAS: The changes in the terms of the Agreement were approved by the
Auditing Committee, the Board of Directors and the Company's
general meeting;
THEREFORE THE PARTIES HAVE DECLARED, AGREED AND STIPULATED AS FOLLOWS:
1. The Preamble to this Addendum constitutes an integral part thereof.
2. The provisions of the Agreement shall continue to remain in force, unless
and to the extent that they have been explicitly amended in this
Addendum.
3. The terms used in this Addendum shall have the same meaning as intended
in the Agreement.
4. It is hereby agreed between the Parties that as of June 23, 2003, the
Compensation paid by the Company to the Consultant shall be increased to a
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monthly figure of NIS 15,000 (fifteen thousand) linked to the CPI
published at the time this Addendum was signed, in addition to VAT as
required by law.
5. It is hereby agreed between the Parties that the Consultant shall provide
the Company with the Financial Services at a scope of 15 hours per month.
AND IN EVIDENCE THEREOF THE PARTIES HAVE AFFIXED THEIR SIGNATURES:
[signed and stamped] [signed "X. Xxxxxx" and stamped]
Ituran Location and Control, Ltd. Ituran Location and Control, Ltd.
--------------------------------- ---------------------------------
The Company Xxxxxx Xxxxxx
