Page 1
Exhibit 10.1
UNPROTECTED RENTAL AGREEMENT
Drawn up and signed at Erez Border Crossing on 01.01.98
BETWEEN: Xxxxxxxxxx Xxxxx, I.D. 06965815-1
(hereinafter: the Landlord; party of the first part)
AND: Export Erez Ltd., Reg. No. 510943921
(hereinafter: the Tenant; party of the second part)
WHEREAS: The Landlord is the sole and registered owner of an industrial
building with an area of 1,675 sq.m. in the Erez Industrial
Zone (hereinafter: the building);
AND WHEREAS: The Tenant wishes to rent part of the building measuring 1,675
sq.m. according to the attached drawing (hereinafter: the
property) in order to sub-let all or part of it;
AND WHEREAS: The Tenant wishes to rent the property;
AND WHEREAS: The Landlord wishes to rent the property to the Tenant;
AND WHEREAS: The Tenant has not offered or paid and does not intent to pay
key money within the meaning of the Tenants' Protection Law
(Combined Version) 5732- 1972 to the Landlord for rental of
the property;
Therefore the Parties hereby agree, stipulate and declare as follows:
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Exhibit 10.1
1) The preamble to this Contract forms an integral part of it.
2) The period and purpose of the rental
1)
a) The Landlord hereby lets and the Tenant hereby rents
the property for a period of 12 months starting on
01.01.98 and ending on 31.12.98 (hereinafter; "The
rental period").
b) Without detracting from the above, it is agreed by
the parties that the Tenant will have the option
(hereinafter "the option periods") to extend the
rental contract for an additional period of 12
months, as long as he informs the Landlord in writing
by registered post 60 days before the end of the
rental period of his wish to use the above right of
extension, and on condition that the Tenant has
fulfilled every essential condition of the agreement
without reservation.
c) During "the option periods" the provisions of this
contract will apply with no exceptions.
d) It is hereby clarified that the right of the Tenant
to utilize the option periods depends on the
political situation, the consent of the security
authorities and/or the government, as required. The
Tenant will not be considered in breach of this
contract if the situation does not permit and/or
permission as stated is not given, and in such case,
the Landlord will have no claim and/or demand against
the Tenant, on condition that the Landlord has done
everything in his power to obtain the said
permission. In order to remove any doubt, it is
clarified that if the Tenant vacates the property
because of any change or expected change as stated
above, he will not be liable for rental charges from
the day of vacating the property.
2) The purpose of this rental is for the purpose of the
sub-tenant running a sewing factory, storeroom and/or office
and the Tenant will not be entitled under any conditions to
make use of the property or part of it for any other purpose
except the above.
3)
a) The Tenant hereby declares that he has seen and
inspected the property and found it in good condition
and suitable for his purposes, and he waivers any
claims of unsuitability.
b) Without detracting from the above, it is agreed
between the parties that the Landlord for his part
will not be asked by the Tenant and will not carry
out any repairs and/or renovations to the property,
however the Tenant is entitled to carry out
renovations and so on to the property without being
asked to restore it to its former condition at the
end of the period of this contract.
3) Non applicability of tenant protection laws
1) The Tenant hereby declares that he knows that after the
introduction of the Tenants' Protection Law (Various
Provisions) 5728-1968, the property was not occupied by any
resident entitled to possession of it and since then was not
rented for key money.
2) The Tenant hereby declares that he has not paid and/or
undertaken to pay to the
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Exhibit 10.1
Landlord whether directly or indirectly any benefit and/or key
money and/or other payment for the property apart from the
amounts listed below.
3) The Tenant hereby declares that the meaning of the facts
stated above has been explained to him and that he knows that
he is not protected by the Tenants' Protection Law in the
property.
4) Rental fee and other costs
1) The tenant will pay the landlord monthly rent of $7,119 plus
VAT, based on a calculation of $4.25 per 1sq.m. in the
property, for every month of rental, under the terms and on
the dates listed in sub-clauses (b) and (c) below
(hereinafter: the rent).
2) The rent will be linked to the rate of the $.
3) The rent will be paid every three months in advance, and on
signing this agreement, the tenant will pay rent for the first
three months.
4) In order to make collection easier, on signing this agreement,
the tenant will give the landlord 1 cash check and 3
post-dated checks to the dates when the rent is actually due.
5)
1) In addition to the rent stated in clause 4 above, the Tenant
will pay for maintenance of the property, such as: electricity
according to a separate meter, water according to the monthly
account, telephone according to the Bezeq account, and local
taxes payable by the possessor of the property during the
whole rental period (hereinafter: "the expenses"), and except
for any expenses payable by the owner.
2) The Landlord will pay any charges for property tax.
3) The Tenant will submit to the Landlord at his first request
and within a reasonable time, copies of all permits and/or
paid invoices and/or copies of receipts for his payment of the
expenses for maintenance of the property.
4) The tenant undertakes to pay any fines and/or interest charged
if he does not pay the expenses as required on time.
6) It is hereby stressed and agreed that payment of the payments listed in
this clause on time and at the proper rates is a fundamental and basic
condition of this contract.
7) Use of the property
1)
a) The Tenant hereby undertakes to keep the property in
good and tidy condition. He also undertakes to repair
immediately and at his expense and at his
responsibility any defects and/or damage that occurs
or is caused to the property apart from reasonable
wear and tear and/or not by an act of the Tenant. The
Landlord undertakes to repair normal wear and tear
within a reasonable time.
b) The tenant hereby undertakes to keep the area around
the property clean.
2) The tenant hereby undertakes not to make and not to allow
others to make changes and/or additions and/or improvements of
any kind to the property or any part of it, if such are likely
to cause fundamental damage to the property and/or disturbance
and/or a nuisance to neighbors and/or to the adjoining
industrial building, but however, and
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Exhibit 10.1
since as stated above the Tenant is permitted to make changes,
he does not have to restore the building to its former state
with respect to internal changes.
3) The tenant declares and agrees that breach of the terms of
clauses 7 (a) and (b) above will be considered a fundamental
breach of this contract.
4) The tenant hereby undertakes to allow the Landlord or his
proxy to enter the property at any reasonable time in order to
examine the property, after prior notice of 72 hours.
5) In order to remove any doubt, the Tenant has no rights to the
yard and/or the adjoining plot and/or the property apart from
the parking rights for the purpose of short term parking,
unloading and loading. It is clarified that the access to the
property for purposes of loading, unloading and short term
storage will be clear.
8) Transfer of rights of usage: The Tenant's rights under this contract
cannot be transferred wholly or in part and the Tenant is forbidden to
permit another or others to make use of the property or part of it
whether for payment or not, whether together with the Tenant or without
him, unless the Landlord gives his consent. In order to remove any
doubt, the Tenant is hereby given permission to transfer his rights to
the property and/or part of them to any other person and/or entity as
he sees fit, on condition that the Tenant stands guarantee for
fulfillment of all the terms of this contract by the sub-tenant, the
tenant is hereby given the right to use the building for
sub-contractors.
9) Business license and termination of contract: The Tenant will ensure
receipt of a license and/or permit to run a business in the property at
his expense and at his responsibility.
10) End of rental period
1) At the end of the rental period, or in any event of the
termination of this contract before the end of the rental
period as stated in sub-clause 10(c) below, the tenant
undertakes to vacate the property completely and to return
sole possession to the landlord, with the property in good
working order, clean and tidy apart from reasonable wear. On
returning possession before the end of the rental period as
signed, the tenant will be charged 3 months' rent for the
property, and all this if a warning of 30 days is given before
vacating the property.
2) A breach of the terms of sub-clause 10(a) above will be
considered a fundamental breach of this contract.
3) It is hereby agreed that any breach of the provisions of
clauses 4, 7(b), and 8 of this contract will be considered a
fundamental breach of contract, but a delay of 14 days will
not be considered a breach of contract.
4)
a) In addition to any legal relief to which the Landlord
is entitled in the case of a breach or failure by the
tenant to honor his undertakings or part of them,
according to this contract, then if the Tenant does
not vacate the property 4 days after the time
specified in clause 2(a) above, or any other date
considered to be the end of the rental period
according to this contract, the tenant will pay the
landlord an amount equal to $50 (fifty US dollars)
for every day of delay.
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Exhibit 10.1
b) It is hereby agreed that the amount mentioned in
clause d(i) above for each day of delay is a
reasonable sum and determined by the parties after
consideration and the tenant will not claim and the
sum does not constitute a fine.
5) Any delay by the landlord in carrying out or failure to carry
out any action to realize any of the rights granted to him in
this contract by virtue of law will not detract from the right
of the landlord to take such action against the tenant at any
later date, and this will not be considered a waiver on his
part.
6) The landlord may terminate this agreement at his discretion if
any of the following occurs:
a) The tenant commits a fundamental breach of contract
as defined in 10(c) above.
b) The tenant is declared bankrupt and/or a receivership
order is issued against him.
c) The tenant is convicted of a criminal offense in
Israel and/or abroad, excluding tax offenses.
Miscellaneous provisions
11) Entry of the tenant into the property will serve as proof that he has
received the property in good condition, fit for use and to his
satisfaction, and subject to completion of all renovations required by
the landlord as stated above.
12) The landlord will not bear any responsibility for damage caused by an
act or omission of the tenant and/or any other person who is in the
property with his permission, for the person and/or property of the
tenant and/or his guests and visitors inside the property or in the
yard, due to use of the property and the tenant hereby waivers in
advance, in his own name and in the name of others, any such claim
against the landlord and undertakes to compensate the landlord for any
charge for damages that the landlord is compelled to pay due to such
damage, unless the damage was due to an act and/or omission of the
landlord.
13)
1) As a precondition for execution of this contract, the tenant
will give the landlord a debt note for $10,000 signed by the
tenant with two guarantors to the satisfaction of the landlord
(hereinafter: the debt note).
2) The debt note will be deposited in the trusty keeping of the
landlord and he will have the right to realize the debt note
if the tenant breaches any of his undertakings according to
this contract, but before using the debt note, the landlord
will inform the tenant by registered mail 20 days in advance
in order to allow him to remedy the breach.
3) At the end of the rental period, after producing receipts
and/or confirmations concerning full payment of the expenses
for the rental period and return of the property to the
landlord, the debt note will be returned to the tenant.
14)
1) The tenant will insure the property with comprehensive
insurance under a policy to be approved in advance by the
landlord, but for an amount no greater than $750,000 and the
landlord will be the beneficiary together with the tenant. The
tenant will arrange at his expense comprehensive insurance
for his employees and/or agents and/or customers and/or any
third party.
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Exhibit 10.1
2) The tenant hereby releases the landlord from any
responsibility for any damage that may be caused to the tenant
and/or next to him, whether injury to person or property.
15) The property does not include any equipment apart from the building,
plumbing and electricity.
16) The addresses of the parties in all matters of this rental contract are
as they appear in the preamble and any letter sent from one party to
the other by registered mail will be considered to have been received
after 72 hours.
17) On signing this agreement, all understandings and/or documents and/or
arrangements that existed, if any such existed, between the parties
become subject to their signature of this contract and this contract is
intended to be the sole determiner of the relationship between the
parties.
18) The headings in this contract are for reasons of convenience only and
they are not intended for purposes of interpretation.
IN WITNESS WHEREOF, the parties have set their hands:
The Landlord The Tenant
Signature: Signature:
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