Exhibit 10.5
CONTRACT FOR PROVIDING SERVICES
Made and Executed in Tel Aviv this ___ day of ____________ 1998
BETWEEN: Camtek Ltd. Xx/00-000000-0
Xxx Xxxxxxxxxx Xxxx, Xxxxxx Haemek 10556
(hereinafter: "Camtek")
OF THE FIRST PART
AND: P.C.B. Ltd. Xxx.X/00-000000-0
Xxx Xxxxxxxxxx Xxxx, Xxxxxx Haemek 10556
(hereinafter: "P.C.B.")
OF THE SECOND PART
WHEREAS, Camtek is interested in receiving certain services from P.C.B. as
set out in the Appendix to this Contract (hereinafter: the
"Services"); and
WHEREAS, P.C.B. has agreed to provide such Services to Camtek; and
WHEREAS, The parties wish to formalize the conditions for the provision of
the Services;
Therefore, it is declared, agreed and stipulated between the parties as follows:
1. PREAMBLE AND INTERPRETATION
1.1 The preamble to this Contract and the appendix attached hereto
constitute an integral part hereof.
1.2 This Contract embodies and encompasses all that which has been
agreed between the parties in connection with the supply of
the Services by P.C.B. and/or in relation thereto, and no
negotiations, declaration, representation, agreement,
assurance or undertaking if at all, in writing and/or
verbally, expressly or impliedly, prior to the signature of
this Contract shall be of any effect.
It is hereby expressly agreed and stated that the agreement
for the provision of services between the parties of June 4,
1992 it is hereby rendered null and void and each party
mutually declares and acknowledges that it has received
everything that was respectively due to each party under such
agreement and that neither party shall have any claim, demand
or plea against the other in connection with that agreement.
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1.3 No modification to this Contract or to any of the provisions
hereof shall be of any effect unless made in writing and
signed by the parties.
1.4 The consent of either of the parties in any particular case to
any deviation from the conditions and provisions of this
Agreement shall not constitute precedent, and no inference
shall be made therefrom in other cases.
1.5 No conduct of either of the parties shall be deemed to be a
waiver of any of its rights under this Contract or according
to any law, and/or as a waiver of, or consent on its part to
any breach or the non-performance of any condition, unless
such waiver or consent has been expressly made in writing.
1.6 The headings in this Contract are for convenience only and
shall be of no meaning for purposes of interpretation.
2. SUPPLY OF THE SERVICES
2.1 P.C.B. will supply Camtek and Camtek will receive from P.C.B.
the Services all pursuant and subject to the provisions and
conditions set out in this Contract.
2.2 Camtec reserves the right to reduce or terminate the provision
of a particular service, upon written demand to be given to
P.C.B. Any service so rendered, may be increased or resumed,
as the case may be, only by the mutual consent of the parties.
2.3 P.C.B. declares that it has the skilled manpower necessary to
provide the Services and the approvals and permits required by
law to provide such Services, and that there is no impediment
or restriction under any law, contract or otherwise, to its
entering into and performing this Contract.
2.4 P.C.B. warrants that such Services will only be provided by
P.C.B.'s professional, skilled and experienced employees and
that the Services to be provided will be provided at a high
professional standard.
4. STATUS OF P.C.B.
4.1 It is hereby expressly declared and agreed that P.C.B. will
provide the services as an independent contractor and that no
employer/employee or principal-agent relationship will exist
between P.C.B. and/or its employees and Camtec, and nothing
contained in the provisions of this Contract shall serve to
create any such employer-employee or agency relationship.
4.2 It is hereby expressly stated and agreed that all persons
through whom P.C.B. will grant Services to Camtec will be
P.C.B.'s employees only, and that any liability of any kind by
law or agreement in connection with their work, will be
imposed on P.C.B. only. P.C.B. will be solely responsible
towards the above employees
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with respect to all the competent authorities in connection
with all and any statutory or contractual provisions.
4.3 P.C.B. will be responsible for paying the remuneration and
expenses, social security and working conditions of the
employees who will provide Services to Camtec, and Camtec
shall have no liability whatsoever with respect to them.
4.4 Without derogating from the foregoing, P.C.B. undertakes to
pay to and in respect of its employees who will provide
Services to Camtec everything required from an employer under
law, including but without derogating from the generality of
the foregoing, wages, overtime pay and/or days of rest,
holiday pay, sick leave payment, payment for holidays,
severance pay, travelling expenses, and special holiday
allowance, and also make all deductions and payments required
to be made by law by an employer on due date.
4.5 P.C.B. undertakes to comply with the provisions of the
National Insurance Law, 5714-1953 and the regulations
promulgated thereunder, and to furnish Camtek with
certificates to that effect from the National Insurance
Institute.
4.6 Without derogating from the foregoing, P.C.B. undertakes to
indemnify and compensate Camtek for any responsibility,
liability, damage or expense, including in respect of lawyers'
and other legal fees for which it becomes liable, and which
Camtek will bear or pay in connection with P.C.B.'s employees
through whom the Services will be provided by P.C.B. to Camtek
including in connection with any ruling to the effect that any
such employee is an employee of Camtek, and including but
without derogating from the generality of the foregoing, in
connection with the rights of an employee as such term is
defined by any law and/or as regards the vested rights of such
employee according to any law.
5. PAYMENTS IN RESPECT OF MANAGEMENT SERVICES
5.1 The consideration in respect of each of the Services will be
calculated as stated in the Appendix to this Contract
(hereinafter: the "Consideration") plus V.A.T., as applicable.
5.2 It is hereby expressly stated and agreed that the
Consideration and the provisions contained in this Clause
above, include all payments to which P.C.B. is entitled in
respect of supplying the management services under this
Contract, and P.C.B. will not be entitled to any further or
additional payment whatsoever.
5.3 Camtec will be entitled to deduct from the Consideration
withholding tax at source as required by law, unless P.C.B.
furnishes it with a certificate from the tax authorities in
Israel to act otherwise.
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6. MANNER OF PAYMENT
6.1 P.C.B. will submit an invoice to Camtek at the beginning of
each month with respect to the Services provided to Camtek in
the previous month.
6.2 Camtek will pay the Consideration to P.C.B. within 15 days of
the end of the month in which the invoice was submitted to it.
6.3 Any payment not paid on its due date will bear penal interest
at the maximum rate which Bank Leumi charges as of the payment
date, in respect of overdrafted accounts (including penal
interest for drawings exceeding the authorized ceiling), in
respect of the period from the payment date through the date
of actual payment.
7. THE TERM
This Contract is for a term of four (4) years commencing January 1,
1998 (the "Initial Term"). The term of this Contract will be extended at the end
of the Initial Term each time for one year, unless either party notifies the
other in writing, up to three months prior to the end of the Initial Term or of
any extended term, of its wish to terminate the Contract.
8. MISCELLANEOUS
8.1 P.C.B. is not entitled to transfer or convey or assign its
rights and/or obligations under this Contract in whole or in
part or to perform all or any of its obligations through
others without receiving Camtec's prior written consent
thereto.
8.2 Notices in connection with this Contract will be in writing
and be sent by registered mail or by fax or served personally
according to the address of the parties detailed in the
preamble to this Contract and any such notice will be regarded
as having been served upon the addressee on the following
dates: in the event of personal service - upon the actual
service thereof; in the event of transmission and despatch by
fax - on the business day following the despatch; in the event
of despatch by registered mail - three business days after the
date of posting by registered mail at a post office in Israel.
Each party will be entitled to change the address by giving
written notice of that effect to the other.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
(signed) (signed)
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P.C.B. Ltd. Camtek Ltd.
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APPENDIX A
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DETAILS OF SERVICES MANNER OF CALCULATION
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1. ACCOUNTING: Camtec will bear a proportion of the direct cost
a) Bookkeeping (salaries only) of the manpower employed by P.C.B.
b) Handling reports (both internal for management exclusively in accounting according to the rate of
purposes as well as to the authorities P.C.B.'s and Camtek's turnover jointly in the preceding
quarter. If Camtec also employs its own employees in
accounting, then so long as Camtek receives accounting
services from P.C.B. the cost thereof will, for the
purposes of the above calculation, be added to the cost
of the manpower employed in accounting at P.C.B., and
such cost will be deducted from the payment due to
P.C.B.
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2. HOUSEKEEPING AND BUILDING MAINTENANCE Camtek will bear a proportion of the cost borne by
a) Housekeeping P.C.B. in respect of housekeeping and building
b) Building maintenance maintenance, according to the ratio of that proportion
which constitutes the constructed are of the buildings
of Camtek to which this service is provided, to the
constructed area of P.C.B.'s and Camtek's buildings
together.
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3. MANPOWER SERVICES Camtek will bear a proportion of the direct cost
a) Salary preparation (salaries only) of the manpower employed by P.C.B.
b) Employee recruitment exclusively in providing manpower services, according
c) Welfare services to the ratio which the number of Camtek's employees
bears to the aggregate number of P.C.B.'s and Camtek's
employees jointly in the preceding quarter. If Camtec
employs its own employees in manpower management, the
cost thereof will, for the purpose of the above
calculation, be added to the cost of the manpower
employed in that connection in P.C.B. so long as Camtec
also receives such services from P.C.B., and such cost
will be deducted from the payment due to P.C.B.
according to the above calculation.
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4. VEHICLE MAINTENANCE AND TRANSPORTATION (a) Camtek will bear a proportion of the cost borne by
a) Vehicle Maintenance P.C.B. in respect of vehicle maintenance, and this will
b) Transportation fall upon and be paid by P.C.B. and Camtek according to
the ratio which the number of Camtek's vehicles bears
to the number of P.C.B.'s vehicles.
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(b) The cost of the transportation will fall upon and
be paid by P.C.B. and Camtek according to the actual
transportation carried out for each of them.
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5. PASSENGER TRANSPORTATION Camtek will bear a proportion of P.C.B.'s expenses in
a) Transportation of employees respect of transporting its and Camtek's employees,
according to the proportion by which Camtek's employees
receive transportation out of the aggregate of P.C.B.'s
and Camtek's employees who receive transportation.
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6. MEALS Camtek will bear a proportion of P.C.B.'s expenses in
respect of meals to its and Camtek's employees,
according to the proportion which the number of meals
actually received by Camtek's employees bears to the
aggregate meals actually received by P.C.B.'s and
Camtek employees jointly.
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It is hereby expressly stated and agreed that P.C.B.'s books of account will, in
connection with the charging of the expenses and costs for the above purposes,
constitute prima facie evidence of the truthfulness of the contents thereof.
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