Exhbit 4.7
This Management Services Agreement
(this “Agreement”) is made and entered into effective as of April 6, 2003
by and between Nexus Telocation Systems Ltd. (“Nexus”) with
offices at 0 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx and DBSI Investments Ltd. with its offices
at 00 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx (“DBSI”).
| Whereas, |
|
Nexus desires to retain the management services of DBSI pursuant to the terms and
conditions set forth in this Agreement, and DBSI agrees to provide such management
services to Nexus on such terms and conditions; |
Now, Therefore, in
consideration of the covenants and conditions hereinafter set forth, the parties hereby
agree as follows:
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1.1. |
During
the term of this Agreement DBSI shall provide Nexus with management
services with respect to Nexus’ business as shall be agreed upon
between the parties from time to time (the “Management Services”). |
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1.2. |
By
rendering the Management Services hereunder, DBSI shall cooperate with Nexus
and utilize a professional skill and diligence to provide the
expertise required in connection with such services. DBSI shall
dedicate as much time as will be necessary for the proper performance
of the Management Services. |
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2.1. |
In
consideration of the performance of the Management Services hereunder Nexus
shall pay to DBSI an aggregate annual management services fees in the
amount of one hundred eighty thousand United States dollars
(US$180,000) (the “Management Fees”), to be paid in
equal quarterly installments of forty five thousand United States
dollars (US$45,000). Each quarterly installment of the Management
Fees shall be paid not later than the seventh (7th) day of
each calendar quarter for Management Services rendered during the
preceding calendar quarter. |
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2.2. |
Nexus
will reimburse DBSI for out-of-pocket business expenses borne by DBSI or
any of its employees, directors or officers in connection with the
provision of the Management Services against the submittal of the
relevant invoices and receipts to Nexus. |
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2.3. |
All
payments under this Agreement shall be made against the issuance of a valid
invoice furnished by DBSI to Nexus. Such payments shall also include
Value Added Tax pursuant to applicable law. |
| 3. |
Proprietary
Information |
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3.1. |
DBSI
agrees that any and all Proprietary Information (as defined below) of Nexus
which may be provided to DBSI is, and shall be, the sole property of
Nexus, and that DBSI will keep in confidence all such Proprietary
Information, and not use or disclose any Proprietary Information to
any third party without the written consent of Nexus, and that upon
termination of this Agreement, DBSI will deliver to Nexus all
documents and materials of any nature including or pertaining to any
Proprietary Information. |
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3.2. |
For
purposes hereof, “Proprietary Information” means confidential and
proprietary information concerning the business and financial
activities of Nexus, including patents, patent applications,
trademarks, copyrights and other intellectual property, and
information relating to the same, technologies and products, know
how, inventions, research and development activities, trade secrets,
and also confidential commercial information such as information
relating to customers, suppliers, marketing plans, etc. Proprietary
Information shall also include information of the same nature which
Nexus may obtain or receive from third parties. The term “Proprietary
Information” shall not apply with respect to information that:
(i) was known to DBSI prior to the engagement with Nexus; (ii) is or
shall become part of the public knowledge except as a result of the
breach of DBSI’s undertakings towards Nexus hereunder; (iii)
reflects information and data generally known in the industries or
trades in which Nexus operates; (iv) DBSI is compelled by court or government
action pursuant to applicable law to disclose such information,
provided, however, that DBSI gives Nexus prompt notice thereof so
that Nexus may seek a protective order or other appropriate remedy. |
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This
Agreement shall be deemed effective as of April 6, 2003 and shall continue for a three (3)
year period thereafter (the “Initial Term”). Following the Initial Term,
this Agreement shall be automatically renewed for additional terms each of twelve (12)
months (each such term, the “Renewal Term”) unless either party gives the
other party a notice of termination three months prior to the beginning of a Renewal Term. |
| 5. |
Independent
Contractor |
| |
DBSI
is an independent contractor and is not an agent or employee of, and has no authority to
bind, Nexus by contract or otherwise. DBSI will perform the Management Services under the
general direction of Nexus. |
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6.1. |
Entire
Agreement. This Agreement constitutes the entire understanding and
agreement between the parties hereto, supersedes any and all prior
discussions, agreements and correspondence with regard to the subject
matter hereof, and may not be amended, modified or supplemented in
any respect, except by a subsequent written document executed by both
parties hereto. |
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6.2. |
No
Waiver. No failure, delay of forbearance of either party in exercising
any power or right hereunder shall in any way restrict or diminish
such party’s rights and powers under this Agreement, or operate
as a waiver of any breach or nonperformance by either party of any
terms of conditions hereof. |
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6.3. |
Severability.
In the event it shall be determined under any applicable law that a
certain provision set forth in this Agreement is invalid or
unenforceable, such determination shall not affect the remaining
provisions of this Agreement unless the business purpose of this
Agreement is substantially frustrated thereby. |
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6.4. |
Assignment.
DBSI may freely assign this Agreement to a third party, provided,
that the assignee has the experience’ know how, ability and
expertise required for the provision of the Management Services under
this Agreement. |
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6.5. |
Notices.
Any notices under this Agreement shall be sent by courier or
certified mail, return receipt requested, postage or fees prepaid, to
the address specified above or such other address as the party
specifies in writing. Such notice will be effective one business day
after delivery to the courier or mailing as specified. |
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6.6. |
Governing
Law; Jurisdiction. The laws of the State of Israel shall apply to
this Agreement without giving effect to their rules regarding conflict of
laws and the sole and exclusive place of jurisdiction in any matter
arising out of or in connection with this Agreement shall be the
competent court in Tel-Aviv, Israel. |
In Witness Whereof the parties
have executed this Agreement on the date first written above.
Nexus Telocation Systems Ltd.
By: ______________
Name: ______________
Title: ______________
|
|
DBSI Investments Ltd.
By: ______________
Name: ______________
Title: ______________
|
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