EXHIBIT 10(1)
Agreement
Agreement made and entered into this ___ day of September, 1996, by and between:
Virtual Jerusalem, Ltd.
00-000000-0
0 Xxxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx
(herein: "Virtual Jerusalem" or "the Company")
-and-
Jewish Telegraphic Agency, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
(herein: "JTA")
Whereas Virtual Jerusalem manages and operates the Internet World Wide Web site
known as "Virtual Jerusalem", residing at the following Internet addresses:
xxx.xxxxxxx.xx.xx and xxx.xxx0.xx.xx (herein: "the Site"); and
Whereas JTA, a not-for-profit institution, wishes to retain the services of
Virtual Jerusalem to create and maintain an interactive and multimedia JTA World
Wide Web site within the Site on the terms set forth herein; and
Whereas Virtual Jerusalem has the necessary knowledge and experience to create
and maintain a JTA World Wide Web site and to fulfill its obligations as set
forth herein;
Therefore the parties stipulated and agreed as follows:
Preamble
1. The preamble to this Agreement constitutes an integral part hereof.
The JTA Site
2. Virtual Jerusalem shall create a World Wide Web site for JTA which shall be
accessible to Internet users 24 hours a day, excluding normal downtime for
maintenance, worldwide through the following Internet address: xxx.xxx.xxx (if
such a name is available) or another registered JTA domain name, and through
navigational tools available on the home page of the Site (herein: JTA Site).
3. Virtual Jerusalem's rights to provide World Wide Web services to JTA,
including without limitation the right to create and maintain a JTA World Wide
Web site and the right to reproduce content produced and/or provided by JTA, in
whole or in part, on the Internet or on another computer network, in accordance
with the terms of this Agreement and for the duration of the term thereof, shall
be exclusive. Notwithstanding the above, JTA may provide up to twenty percent
(20%) of the JTA Material (as defined below in section 6) ("Distributed
Material")to any other computer network or networks ("the Networks") at any
given time for distribution online, provided that: (a) JTA notifies Virtual
Jerusalem in writing (or by e-mail) in advance of such distribution, with
respect to each Network to whom it has licensed the online distribution of the
Distributed Material, the identity of the Network, the location of the
Distributed Material online and any other pertinent information which Virtual
Jerusalem shall reasonably request; (b) the Networks display a prominent notice
in proximity to the distributed Distributed Material informing users of the
location and address of the JTA Site on the Site; (b) the Networks provide a
direct link from the Distributed Material to the JTA Site; and(c) subscription
fees required by the Networks for a subscription to the print edition of the JTA
publication, if such a publication exists, are the same or more than such fees
required for a subscription to the JTA publication through the JTA Site..
4. Virtual Jerusalem undertakes that the JTA Site shall be comprised of a
number of different daily news options, some of which shall require subscription
therefore, including headlines (at no charge), full articles (at a price which
shall be determined by JTA) and preferred service to certain JTA clients e.g.
funding agencies, (at a price, if any, to be determined by JTA) each option to
be based upon the JTA Material as defined below.
The JTA Site shall be available in HTML format or in another format consistent
with current Internet standards and, where appropriate, for downloading in a
variety of formats and shall be comprised, without limitation, of the following
elements:
(a) Design, layout and graphics to be created by Virtual Jerusalem in
consultation with the JTA("Initial Design and Layout"). The Initial Design and
Layout shall not be materially altered except by agreement of both parties and
subject to JTA's approval of the new design, layout and/or graphics.
(b) Content to be created by Virtual Jerusalem in consultation with the JTA as
set forth in section 5(b) below. By way of example alone, Virtual Jerusalem may
create such features for use in the JTA Site as quizzes, polls and forums
("Virtual Jerusalem Material").
(c) The JTA Material (as defined in section 6 below), provided that Virtual
Jerusalem may refuse to include in the JTA Site any material and/or content of
any kind which may be in violation of any applicable civil or criminal law
and/or regulation . Virtual Jerusalem shall notify JTA immediately of its
refusal to publish any part of the JTA Material;
(d) Subject to its ability to license such content, other content obtained and
licensed from third parties by Virtual Jerusalem in consultation with the JTA as
set forth in section 5(b) below. By way of example alone, Virtual Jerusalem
shall obtain for use in the JTA Site features such as selected video and music
clips, photographs and articles.
(e) A JTA subscription form to be created by Virtual Jerusalem using
commercially available security and encryption technologies which shall provide
to users various payment options to be determined soley by and paid directly to
JTA;
(f) A search engine (the particular type of which shall be determined by
Virtual Jerusalem at its discretion but which shall have the functionality of
widely used Internet search engines) capable of enabling users to search the JTA
archives; and
(g) Advertisements subject to the approval of the JTA.
Where appropriate, the Site shall be indexed and a key word, topic and date
range searches shall be made available to users.
Production of the JTA Site
5. (a) Virtual Jerusalem shall produce the JTA Site based upon the JTA
Material (as defined in section 6 below) within a period of eight weeks from the
date of signature of this Agreement, provided that the initial JTA Material has
been delivered to Virtual Jerusalem in accordance with section 6 below. Virtual
Jerusalem shall thereafter enable JTA to, independently of Virtual Jerusalem,
upload the JTA Material onto the JTA Site and/or to amend existing JTA Material
on the JTA Site by File Transfer Protocol (FTP) or in such other manner as shall
be agreed upon between the parties. To eliminate doubt, JTA shall have no right
to alter, amend or change any part of the JTA Site, except for the JTA Material,
in any way, without the express written consent and license of Virtual
Jerusalem.
(b) Notwithstanding the above, should JTA wish for Virtual Jerusalem to amend
the JTA Material and or retract some portion of the JTA Material after its
delivery to Virtual Jerusalem in accordance with section 6 below, JTA shall
provide such amendments and/or retractions to Virtual Jerusalem in the manner
set forth in section 6 below for the delivery of the JTA Material and Virtual
Jerusalem shall, within four (4) Work Hours of its receipt thereof, incorporate
such amendments and/or retractions into the current edition of the JTA Site. All
such amendments and/or retractions shall be deemed "JTA Material" for purposes
of this Agreement.
(c) Following any new production of, or amendment of, or addition to the JTA
Site in whole or in part by Virtual Jerusalem and prior to the distribution
thereof on the Site, Virtual Jerusalem shall notify JTA, by facsimile, that the
newly produced portion of the JTA Site is ready for approval. Virtual Jerusalem
shall provide the Internet address where the newly produced portion of the JTA
Site resides and JTA shall review it and notify Virtual Jerusalem, by facsimile,
not later than 4 (four) Work Hours after receipt of Virtual Jerusalem's
aforementioned notice, whether the newly produced portion
of the JTA Site has been approved, and if it has not been approved, what the
requested changes are. The JTA's failure to notify Virtual Jerusalem of its
approval (or disapproval) of the newly produced portion of the JTA Site as set
forth herein shall be deemed approval of the newly produced portion for all
purposes.
(d) Should JTA wish to create special editions of the JTA Site (in addition to
the daily editions), Virtual Jerusalem shall create special editions of the JTA
Site, provided that Virtual Jerusalem has received forty (40) Work Hours prior
written notice of the upcoming special edition and has received the JTA Material
for such edition in accordance with section 6 below.
(e) To eliminate doubt, Virtual Jerusalem shall not be obligated to create new
Virtual Jerusalem Material for the JTA Site in each edition and may re-use
features that it has created and/or obtained from third parties in more than one
edition of the JTA Site. Notwithstanding the above, Virtual Jerusalem shall be
responsible for creating and/or obtaining new Virtual Jerusalem Material and/or
Licensed Material for distribution on the JTA Site quarterly. In addition,
Virtual Jerusalem shall be under no obligation to monitor or review, on a daily
basis, new additions of the JTA Site which contain JTA Material that has been
independently uploaded by JTA onto the JTA Site by FTP or in such other manner
as may be agreed upon between the parties.
(f) "Work Hour" as used herein shall mean any hour between the hours of 8:30 AM
and 5:30 PM, Sundays through Thursdays.
Delivery of the JTA Material
6. (a) "JTA Material" as used in this Agreement shall mean: (1) if the parties
have not agreed upon the independent FTP of material by JTA on to the JTA Site
(or at such time as such an agreement shall cease to exist), any and all
articles, information and material of any kind to be included in any edition of
the JTA Site, delivered by the JTA in accordance with subsection (b) below; or
(2) if the parties have agreed upon the independent FTP of material by JTA on to
the JTA Site, any and all articles, information and material of any kind
uploaded by JTA on to the JTA Site.
(b) In the event that the parties have not agreed upon the independent FTP of
JTA Material to the JTA Site, or should either party, at such party's exclusive
discretion, require, at any time by written notice to the other party, all JTA
Material to be uploaded on to JTA Site exclusively by Virtual Jerusalem, then no
later than six (6) Work Hours in advance, JTA shall deliver the JTA Material for
the coming edition of the JTA Site to Virtual Jerusalem in (a) with respect to
text: ASCII format; and (b) with respect to graphics: "JPG" format, by means of
(i) e-mail and/or (ii) "FTP" (File Transfer Protocol), with notice of FTP
transfer by e-mail, to a location on the Virtual Jerusalem computer system
designated by Virtual Jerusalem, or by such other formats and/or means as shall
be agreed upon between the parties.
7. The JTA hereby represents and warrants that (1) it owns (or shall own at
the time of delivery) all of the right, title and interest in all of the JTA
Material; (2) it has all necessary and enforceable rights to deliver the JTA
Material to Virtual Jerusalem and to grant a license with respect thereto as set
forth in section 8 below; and (3) the JTA Material shall not violate any
applicable law and/or regulation and/or infringe the rights of any third party.
8. JTA hereby grants a license to Virtual Jerusalem to copy, reproduce,
distribute, display, perform, quote, scan, convert into digital form, store,
install in and retrieve from a storage device (including any acts of copying
incidental thereto), publish, publicize and convert into Internet format the JTA
Material, sublicense the right to reproduce the JTA Material by downloading the
JTA Site to Internet users in whole or in part, an unlimited number of times, in
or in connection with the JTA Site, and to do any other act with respect to the
JTA Material which Virtual Jerusalem shall deem necessary or desirable for the
fulfillment of its obligations hereunder (herein: "Acts of Use"). The license
granted hereunder shall be worldwide and shall automatically terminate upon the
termination of this Agreement pursuant to sections 23 or 24 below.
JTA declares that it understands that due to the nature of the Internet medium,
content appearing on the JTA Site may be downloaded by Internet users (i.e.,
printed and reproduced) and agrees and confirms that Virtual Jerusalem shall
have no liability whatsoever for an infringement of JTA's rights by an Internet
user.
9. JTA hereby undertakes to indemnify and hold Virtual Jerusalem harmless from
any and all damages, loss and/or expense (including, without limitation,
reasonable attorneys' fees) suffered or incurred by Virtual Jerusalem as a
result of, or in connection with, a judgment given by any court of law,
including without limitation an execution office, (1) for the breach by Virtual
Jerusalem of a third party's rights, including without limitation, copyright,
moral rights, performers' rights, neighboring rights, or other
rights of any kind, caused by any Act of Use with respect to the JTA Material,
in whole or in part, in accordance with the license granted in section 8 above
and/or any consent given in accordance with section 10 below and/or (2) with
respect to a breach in any manner of JTA's representations set forth in section
7 above.
10. Notwithstanding the above, Virtual Jerusalem shall have no right to edit,
alter, summarize, redact, manipulate or modify (digitally or otherwise) the JTA
Material, in whole or in part, except with the prior consent of the JTA. JTA's
approval of each edition of the JTA Site as set forth in section 5(b) above,
shall be deemed approval of any editing, alterations, summary, redaction,
manipulation and/or modification of the JTA Material, in whole or in part.
11. Virtual Jerusalem shall include the following notice in the JTA Site, in
connection with all JTA Material:
"Reprinted with permission of the Jewish Telegraphic Agency, Inc. Copyright 19__
Jewish Telegraphic Agency, Inc."
Virtual Jerusalem shall be obligated to display such notice only once in each
edition of the JTA Site on its homepage which notice shall refer jointly to all
the JTA Material contained in the relevant edition. Notwithstanding the above,
it shall be JTA's discretion and responsibility, to include copyright
information on such specific JTA Material as it shall so choose. .
12. Virtual Jerusalem shall make all of the appropriate requests and exert best
efforts so that the JTA Site is listed on all appropriate indices and
directories which appear on the Internet, including Yahoo, Excite, Infoseek,
Lycos and Altavista. JTA shall be consulted prior to Virtual Jerusalem's
submission of JTA's Site on a particular list or directory JTA may reject any
listing or link if it so chooses. Virtual Jerusalem will also publicize and
promote the JTA Site within the Site, including on the Virtual Jerusalem
homepage, and the Virtual Jerusalem homepage shall be buttoned on all JTA site
pages. Virtual Jerusalem shall notify JTA to the extent that it becomes aware of
unauthorized links to the JTA Site.
The JTA Site shall be accessible through the navigational tools available from
the Site's homepage and shall always have prominent exposure on the Site's
homepage. The Site's homepage shall be buttoned on all JTA Site pages. Virtual
Jerusalem shall also publicize the JTA Site in its various "Neighborhoods" and
other areas of the Site as appropriate. The JTA Site shall be cross-listed
wherever appropriate on the Site. The JTA Site shall include a disclaimer of
affiliation with, or responsibility for any political, religious or ideological
views expressed by either party or any of its clients or partners.
Advertising
13. The parties hereto shall exert best efforts to locate advertisers for the
JTA Site and JTA shall recommend to and encourage existing JTA print (or other)
advertisers, if any, and potential advertisers, that they advertise in the JTA
Site.
14. JTA shall be entitled to:
(a) Fifty percent (50%) of all JTA Site Advertising Revenues. For purposes of
this section, "JTA Site Advertising Revenues" shall mean aggregate amounts
collected (excluding Value Added Tax) plus the fair market value of any other
compensation received (such as barter advertising, or a commission on sales
generated by the advertisement) for distribution of an advertisement on the JTA
Site from an advertiser located by Virtual Jerusalem or JTA, minus any
commission which the locating party is obligated to pay to an advertising sales
representative and/or agent (provided that such commission shall not exceed
twenty percent (20%) of the advertising rate determined in accordance with
section 15 below); and
(b) Should JTA Site advertisers located by JTA wish to advertise on the Site,
in addition to the JTA Site, twenty percent (20%) of the advertising revenues
therefrom to be calculated, with respect to the Site, in the same manner as the
JTA Site Advertising Revenues are calculated.
To eliminate doubt, the parties agree that revenue generated by (a)
advertisement located by Virtual Jerusalem and not placed on the JTA Site but on
another area of its Site and (b) Virtual Jerusalem's
revenues generated from production of advertisements for the JTA Site shall be
Virtual Jerusalem's alone.
15. Advertising rates for the JTA Site shall be agreed upon by both parties
with respect to each individual Advertiser. Production costs associated with
such Advertiser shall be determined by Virtual Jerusalem and shall be based on
Virtual Jerusalem's standard rates for web site production. Virtual Jerusalem
shall provide the JTA with an itemization of such production costs.
16. It is further agreed between the parties that Virtual Jerusalem will not
and, if the parties hereto have agreed to the independent FTP of JTA Material to
the JTA Site, JTA will not, place any advertisement on the JTA Site without the
prior consent of the other party.
17. During the term of this Agreement, JTA shall make every reasonable effort
to include the JTA Site Internet address at some location on JTA publications
and on all JTA public relations material, including but not limited to, JTA
letterhead, JTA advertisements (whether in print, radio, television or any other
media) and JTA business cards. Notwithstanding the above, this obligation shall
commence during the first year of the term of this Agreement.
Subscription Fees
18. Should JTA require Internet users who wish to visit certain portions of the
JTA Site to become subscribers to the JTA Site and to pay a subscription fee,
then Virtual Jerusalem will receive a fee in the amount of ten percent (10%) of
any subscription fee collected with respect to the JTA Site, in the event such
subscription fee is in excess of $300.00 in a single invoice and twenty five
percent (25%) of any subscription fee in the event such fee is less than
$000.00.xx a single invoice Virtual Jerusalem shall not be entitled to any
revenues derived by JTA from its current subscribers to its news services and/
or revenues received by JTA from its funding agencies and newspaper clients.
Payment Procedure
19. (a) No later than the fifteenth (15th) day of each calendar month, Virtual
Jerusalem shall provide JTA with an accounting of JTA Site Advertising Revenues
and Site advertising revenues with respect to the immediately preceding calendar
month, including the names of each advertiser from which revenues were received
in the preceding month, advertising fees charged to such advertiser, commissions
associated with such advertiser and the total sum to be distributed to JTA as
set forth above.
(b) No later than the fifteenth (15th) day of each calendar month, with respect
to the immediately preceding calendar month, JTA shall provide Virtual Jerusalem
with an accounting of JTA Site subscribers, if any, including the names of each
subscriber, the subscription fee paid by such subscriber and the total amount
due to Virtual Jerusalem.
(c ) No later than the twenty-fifth (25th) day of each calendar month, each
party shall transfer such sum in U.S. dollars to the other party as is due them
in accordance with subsections (a) and (b) above, in the manner to be agreed
upon by the parties. In each month, either party may set off the amount owing to
the other party in accordance with the accounting provided hereunder against a
greater amount due from such party. Beginning on the twenty-eighth (28th) day of
each calendar month, any outstanding payment shall accrue linkage differentials
to the United States dollar in accordance with the representative rate published
by the Bank of Israel and annual interest at the rate charged by the American
Israel Bank Ltd. for unauthorized amounts in overdraft for unpreferred
customers.
20. At the request of either party hereto, but not more often than once every
calendar year, each party shall permit the other to review its accounts which
relate to the revenues required to be reported to the requesting party under the
terms of this Agreement. Notwithstanding the above, either party may satisfy
this obligation by providing the requesting party with a report from an Israeli
or American, as the case may be, certified accountant as to the information to
be provided to the requesting party hereunder.
Rights of Virtual Xxxxxxxxx
00. (a) Virtual Jerusalem hereby represents and warrants that (1) it owns all
of the right, title and interest in all of the Virtual Jerusalem Material and
the Initial Design and Layout, (2) it has full and enforceable rights to
distribute the Virtual Jerusalem Material and the Initial Design and Layout on
the JTA Site as undertaken herein, and (3) that the Virtual Jerusalem Material
and/or the Initial Design and Layout shall not violate any applicable law and/or
regulation and/or infringe the rights of any third party. Both parties hereby
confirm and agree that all right, title and interest in the Virtual Jerusalem
Material, the Initial Design and Layout and in the JTA Site, except for the JTA
Material, is the exclusive property of Virtual Jerusalem and/or third parties
who have licensed their rights, in whole or in part, to Virtual Jerusalem and
that the intellectual property rights of JTA in the JTA Material are and shall
remain the property of JTA..
(b) Virtual Jerusalem hereby undertakes to indemnify and hold JTA harmless from
any and all damages, loss and/or expense (including, without limitation,
reasonable attorneys' fees) suffered or incurred by JTA as a result of, or in
connection with, a judgment given by any court of law, including without
limitation an execution office, for the breach of Virtual Jerusalem's
representation and warranty pursuant to subsection (a) above.
22. Notwithstanding the above, upon the conclusion of the Initial Term, as
defined in section 24 below, or, should Virtual Jerusalem terminate this
Agreement during the Initial Term without Cause (as defined in section 26
below), Virtual Jerusalem shall, at the request of JTA, assign to JTA, to the
extent permitted by applicable law, any right, title and interest which Virtual
Jerusalem may have in the Virtual Jerusalem Material and in the Initial Design
and Layout. Subject to the above, Virtual Jerusalem agrees to sign such
documents as are necessary to execute the assignment of rights contemplated by
this section if and when it is requested to do so, at the expense of JTA.
To eliminate doubt, Virtual Jerusalem shall not be required to obtain for JTA
any license and/or right with respect to any content of the JTA Site other than
the Virtual Jerusalem Material and the Initial Design and Layout.
23. Notwithstanding the above, it is expressly agreed between the parties that
any software, programming and/or computer codes created by Virtual Jerusalem in
connection with the fulfillment of its obligations hereunder are and shall
remain the exclusive property of Virtual Jerusalem, whether the term of this
Agreement is renewed beyond the Initial Term, and shall be excluded expressly
from the arrangement referred to in Section 22 above. However, to the extent
necessary to allow JTA to use the Virtual Jerusalem Material and/or the Initial
Design and Layout assigned to JTA, if assigned, pursuant to section 22 above,
Virtual Jerusalem undertakes to grant JTA a worldwide, royalty-free license to
use the software and/or programming and/or computer codes developed and/or
created by Virtual Jerusalem in connection with the fulfillment of its
obligations hereunder solely for the purpose of displaying the Virtual Jerusalem
Material and the Initial Design and Layout on a computer network in connection
with an online edition of the JTA publication.
Term and Termination
24. This Agreement shall be effective upon its signature by both parties and
shall continue in full force and effect for a period of three years ("the
Initial Term"). Following the Initial Term, this Agreement shall automatically
be deemed to be renewed by the parties for additional one year periods, unless
and until terminated by either party by written notice to the other party
("Termination Notice"). Termination of this Agreement shall become effective 60
(sixty) days following the receipt by the non-terminating party of the
Termination Notice.
25. Notwithstanding the above, should JTA wish to terminate this Agreement
without Cause (as defined in section 26 below) during the Initial Term, the
following provisions shall apply.
a. JTA shall notify Virtual Jerusalem in writing at least sixty (60) days
prior to the effective date of termination;
b. JTA shall pay to Virtual Jerusalem no later than ten (10) days following
the effective date of termination:
(1) If this Agreement is terminated within the first year of the Initial Term,
an amount in NIS equal to $20,000 (twenty thousand U.S. Dollars) in
consideration of production costs of the JTA Site and as compensation agreed
upon and evaluated in advance for the early termination of this Agreement.
(2) If this Agreement is terminated within the second year of the Initial Term,
an amount in NIS equal to $15,000 (fifteen thousand U.S. Dollars) in
consideration of production costs of the JTA Site and as compensation agreed
upon and evaluated in advance for the early termination of this Agreement.
(3) If this Agreement is terminated within the third year of the Initial Term,
an amount in NIS equal to $10,000 (ten thousand U.S. Dollars) in consideration
of production costs of the JTA Site and as compensation agreed upon and
evaluated in advance for the early termination of this Agreement.
The payments set forth above shall bear linkage differentials to the United
States dollar in accordance with the representative rate published by the Bank
of Israel and annual interest at the rate charged by
the American Israel Bank Ltd. for unauthorized amounts in overdraft for
unpreferred customers for each day for which payment is delayed.
26. The term "Cause" as used herein shall mean a Fundamental Breach of this
Agreement, as defined in the Contracts Law (Remedies for Breach of Contract),
5731-1971.
Confidentiality
27. The term "Confidential Information" as used herein shall mean any of the
following insofar as they relate to either party: trade secrets, technical
information, technology, information, computer source and object codes, JTA
lists, sales and marketing information, JTA account records, personnel records,
financial or other business information and any additional information
identified by either party to the other as being confidential. Notwithstanding
the above, "Confidential Information" shall not include information of any kind
as set forth above which was legitimately discovered by one party independent of
the other party and/or once such information has been disclosed to the public.
28. Neither party shall, at any time during or after the Term, disclose or make
use of any Confidential Information of the other party, or any part thereof, of
which it received knowledge in the course of fulfilling its obligations
hereunder, to any person, firm, corporation, or other entity, for any reason
whatsoever.
Notices
29. All notices given by either party to the other in connection with this
Agreement shall be deemed received if sent by registered mail, 72 hours after
dispatch of the notice to the address set forth in the preamble to this
Agreement.
30. Without derogating from section 30 above, any notice required or permitted
hereunder to be sent by facsimile or electronic mail shall be sent to the
following facsimile number and e-mail address, respectively:
JTA: Facsimile: _______ E-mail: ____________
Virtual Jerusalem: Facsimile: 6797464 E-mail: xxx@xxxxxxx.xx.xx
Miscellaneous
31. Any inaccessibility to the JTA Site as a result of Internet connectivity
related problems which are not in Virtual Jerusalem's control and/or temporary
detachment of not more than 48 hours from the Internet for maintenance purposes
shall not be deemed a breach of this Agreement and shall not entitle JTA to any
legal remedies.
32. This Agreement may be assigned by Virtual Jerusalem at any time, at Virtual
Jerusalem's sole discretion to an entity controlled in whole or in part by Avi
Xxxxxxxxx which entity shall own and/or operate the Site.
33. The services of Virtual Jerusalem have been retained as an independent
contractor and nothing contained herein shall create an employer-employee
relationship or a joint venture relationship between the parties.
34. This Agreement shall be construed in accordance with the laws of the State
of Israel. Jurisdiction with respect to any controversy or claim arising out of
or in connection with this Agreement shall be exclusively in the competent court
in Jerusalem, Israel.
35. This Agreement constitutes the entire understanding of the parties hereto
and shall replace and/or supersede any prior written or oral understanding which
may have existed between the parties.
36. This Agreement may not be amended or altered except by written instrument
signed by both parties. A party's failure to enforce its rights hereunder, in
whole or in part, shall not constitute a waiver of rights by such party.
37. The headings used herein are for convenience sake alone and shall play no
part in the interpretation of this Agreement.
In Witness Whereof the parties signed this Agreement as follows:
___________________________________ __________________________
Jewish Telegraphic Agency, Inc. Virtual Jerusalem, Ltd.
By: /s/ Xxxxxx Xxxxxxxxxxx By: Xxxxx Xxxx
