Form of Personal Employment Agreement Prepared and Signed in Tel Aviv on ……….. [Date]
Form
of Personal Employment Agreement
Prepared
and Signed in Tel Aviv on ……….. [Date]
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Between
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:
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SpaceLogic
Ltd
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Registration
number 512600933
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Registered
address at Xxxxxxxxx Xxxxxx 00,
Netanya
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(“the
Company”)
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And
between
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:
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Identity
number
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Address
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(“the
Manager”)
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Since
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:
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The
Company is engaged in various sectors relating to initiation, planning,
software development, project implementation and management relating
to
store, security, transmission, classification and computerization
for
warehouses, distribution centers and
airports;
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And
since
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:
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The
Company is interested to employ the Manager as the Company’s CFO in
accordance with the conditions of this agreement, and the Manager
is
interested to be employed by the Company in accordance with the conditions
of this agreement;
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Accordingly
it is conditioned and agreed between the parties as follows:
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1.
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Preface
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The
preface to this agreement constitutes an integral part thereof. The
titles
of the sections are intended for convenience purposes only and not
for
purposes of interpretation of the agreement.
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| 2. |
Position
Requiring Reliability; Special
Agreement
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2.1
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The
parties agree and recognize that the Manager’s position in the Company is
among the management positions and among the positions requiring
a special
level of personal reliability, as defined in the Hours of Work and
Rest
Law, 1951, and therefore the Manager will not be subject to the provisions
of the said Law.
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2.2
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This
agreement is personal and special, arranging the relationships between
the
Company and between the Manager and determining, definitively, the
conditions of the Manager’s employment by the Company; accordingly, any
relevant legislation that the parties may deem applicable, and any
general
labor agreements and/or special agreements, including appendices
thereto,
other agreements that may be consummated from time to time between
the
employers and the General Labor Federation or the New Employees’ Labor
Federation, and agreements between the Company and between any of
its
employees, will not be applicable for the Manager and for the conditions
of his employment by the Company.
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| 3. |
Responsibilities
and Authority
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3.1
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The
Company commits to employ the Manager in accordance with the conditions
of
this agreement and the Manager accepts to work in and for the Company,
in
a full time position, in the position of CFO of the Company and to
act in
accordance with the instructions of the Company’s board of directors and
in accordance with the conditions of this agreement (“the Position”). The
Company commits to grant to the Manager all required authority for
purposes of fulfillment of the
Position.
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3.2
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The
Manager commits to fulfill the Position equitably, with devotion
and
reliability, and to invest his best time, efforts and skills in
fulfillment of the Position, including overtime work insofar as may
be
required for this purpose.
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3.3
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The
Manager declares that he is aware that the Position in the Company
requires a special level of personal reliability, and commits that
in the
period of his work in the Company he will act toward the Company
equitably, with devotion, skill and reliability, and will invest
every
effort to promote the Company’s business and
matters.
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3.4
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The
Company and the Manager declare that they are aware that the conditions
of
this agreement are personal and commit to maintain their confidentiality
during the period of this agreement and
thereafter.
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| 4. |
Fulfillment
of Position, Maintenance of Confidentiality and
Non-Competition
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The
Manager commits as follows:
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4.1
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During
the period of his employment, the Manager will provide to the Company
all
of his required and relevant professional knowledge, and will act
to the
best of his ability, skills and experience to promote the Company’s
interests and will invest of his time, insofar as required, for optimal
effective implementation of the
Position.
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4.2
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During
the period of his employment, the Manager will not be related in
any
manner to any other business activity and/or position competing with
the
Company’s business and/or that may impair his ability to fulfill the
Position, and will invest all his time and efforts in the
Company.
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4.3
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The
Manager will not compete, alone or through any representative, including
any entity under his control, directly or indirectly, in any business
of
the Company, at any time, and will not work for any entity, directly
or
indirectly, as an employee, self-employed contractor or through any
other
means, to provide service, guidance, instruction and/or consulting,
of any
kind relating to the sector of the Company’s activity as stated; all in
the period of his employment in the Company and/or as a shareholder
in the
Company holding 5% or more of the issued share capital and/or as
a
director in the Company, and in a period of 18 months commencing
as of the
date on which he ceases to be an employee of the Company, shareholder
or
director as stated.
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The
parties to this agreement state, and agree, that competition for
purposes
of this agreement includes also agreements with customers and/or
suppliers
that were customers and/or suppliers of the Company, as relevant,
or that,
as of the date of cessation of the Manager’s employment are customers
and/or suppliers of the Company, as relevant, in matters relating
to the
Company’s sector of activity; and/or agreements with individuals that were
employed or are employed by the Company as of, or close to, the date
of
cessation of the Manager’s employment in the
Company.
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4.4
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The
Manager will maintain confidentiality and will not disclose to any
individual or entity, information regarding professional secrets
and any
information and/or data that is, or will be, known to him, as a result
of
fulfillment of the Position, regarding the Company’s relationships with
its customers, employees, any third party, etc (“the Professional
Secrets”), except professional secrets known to employees of companies and
facilities such as the Company.
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4.5
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The
Manager will inform the Company immediately regarding any issue or
subject
in connection with which he has a personal interest and/or which
ay create
a conflict of interests with the Position in the
Company.
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4.6
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The
Company will not utilize, in any manner, the Professional Secrets,
except
for purposes of fulfillment of the Position in the Company and
implementation of his work, and as required for this
purpose.
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4.7
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All
information, data and documents (of any kind and in any media) transmitted
to the Manager and/or that reach his possession as a result of and/or
in
accordance with his work in the Company, and that are related, directly
or
indirectly, to the Company or its activity or the activity of its
suppliers, customers and employees (“the Company’s Documents”), will
belong to the Company, at all times, and will be deemed the Company’s
property for all intents and purposes, and will be returned to the
Company
by the Manager immediately or upon cessation of the employee - employer
relationship between the Company and between the Manager, or as of
any
other date, in accordance with the Company’s request. The Manager commits
not to copy, in any manner, the Company’s Documents except as required for
purposes of fulfillment and implementation of the Position and/or
his
relationship with the Company, and as of the said dates will return
to the
Company also such copies.
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4.8
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To
avoid any doubt, it is hereby clarified that the provisions of
sub-paragraphs 4.3, 4.4, 4.6 and 4.7 will remain in effect and will
commit
the Manager also after cessation of the employee - employer relationship
between the Company and between the
Manager.
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| 5. |
Salary
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5.1
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The
Company will pay to the Manager his monthly salary until the 9th
of each
month, for the preceding month.
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5.2
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The
Manager’s gross monthly salary (“the Salary”) will be the NIS equivalent
of US$ 15,000. The Salary will be linked to the exchange rate of
the
United States dollar; however, the exchange rate in accordance with
this
agreement will not be less than US$ 1 = NIS
4.4.
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5.3
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The
Company’s board of directors is entitled, at its sole discretion, to grant
a bonus to the Manager as of each year end for his performance. The
Manager’s entitlement to a bonus, as stated, and the amount thereof, if
any, are at the board of directors’ sole
discretion.
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6.
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Reimbursement
of Expenses
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The
Manager is entitled to reimbursement of expenses in respect of all
expenses incurred in connection with fulfillment of the Position,
in
accordance with the Company’s policy and in accordance with the budget
approved for this purpose by the Company’s board of directors.
Reimbursement of expenses, as stated, will include expenses in the
Manager’s work at home, e.g. telephone line,
etc.
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7.
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Company
Vehicle
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7.1
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The
Company will provide the Manager with a Company vehicle in the “managers’
vehicle” category, at the Manager’s choice (“the Vehicle”), and the
Company will bear all expenses inherent in maintenance of the Vehicle
and
utilization thereof (except any fine or expense in connection with
traffic
violations).
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The
Manager’s spouse and children will be entitled to drive the Vehicle and
the Vehicle will be available to the Manager during the entire year,
including during vacation periods.
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7.2
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To
avoid any doubt, it is hereby clarified that income tax and any other
tax
applicable in connection with this paragraph will be grossed up by
the
Company.
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7.3
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It
is hereby clarified that payments in accordance with this paragraph
will
not be deemed Salary for purposes of social
benefits.
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7.4
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The
Manager commits to return the Vehicle to the Company upon cessation
of his
fulfillment of the Position, for any
reason.
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7.5
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The
Manager will not be entitled to record any lien/subordinate charge
in
connection with the Vehicle.
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7.6
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The
Manager will be responsible for any payment levied in respect of
any
transgression attributed to the Vehicle in the period in which the
Manager
possesses the Vehicle and was utilized by the Manager as of the occurrence
of the event.
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8.
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Annual
Vacation
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8.1
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The
Manager will be entitled to 24 annual vacation days for each year
of
employment in the Company. The Manager will not be entitled to accumulate
vacation days in excess of 24
months.
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8.2
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The
Manager will coordinate the dates of his vacation insofar as possible
in
accordance with the Company’s
needs.
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9.
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Recreation
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The
Manager will be entitled to recreation pay as determined from time
to time
in accordance with published
directives.
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10.
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Sick
Leave
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The
Manager will be entitled to sick leave as determined in accordance
with
any relevant legislation. Any amount received by the Manager in accordance
with insurance for inability to work as detailed below and/or in
accordance with national insurance provisions, will be deducted from
such
sick leave payments.
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11.
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Managers’
Insurance, Provident/Pension Funds and Severance
Pay
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11.1
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The
Company will deposit, with an insurance company, in the framework
of a
managers’ insurance policy, an amount equivalent to up to 15.83% of the
Manager’s Salary (composed of 5% pension, 8.33% on account of severance
pay and up to 2.5% inability to
work).
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11.2
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The
Company will deduct and deposit with such above mentioned insurance
company, in the framework of such above mentioned managers’ insurance, an
additional 5% of the Manager’s Salary, and the Manager, by his signature
on this agreement, hereby agrees that the Company will deduct such
amount.
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11.3
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All
provisions for the above mentioned insurance policy and/or
provident/pension fund as from the date of commencement of the Manager’s
employment in the Company, will be the property of the Company, and
the
Company will transfer the ownership thereof to the Manager upon cessation
of the Manager’s employment in the Company, for any
reason.
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11.4
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At
the Manager’s request, the above mentioned provisions will be deposited
with existing insurance policy or provident/pension
fund.
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11.5
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In
the circumstances detailed in paragraph 14.3 below, the Manager will
not
be entitled to severance pay.
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12.
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Continuing
Education Fund
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The
Company will deposit monthly, in favor of the Manager, an amount
equivalent to 7.5% of the Manager’s Salary to a continuing education fund
determined by the Manager and, concurrently, the Manager will deposit
2.5%
of his Salary to the same continuing education fund; the maximum
amounts
that may be deposited will be updated in accordance with the Israeli
Income Tax Regulations.
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13.
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Beneficiaries’
Rights
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The
Manager declares that he is aware that his beneficiaries, in the
event of
his death (G_d forbid) will not possess any rights toward the Company,
as
an employee of the Company, except their right to receive the balance
of
the monthly Salary that was accruing to the Manager, remuneration
for
vacation days and amounts accrued in the provident/pension fund or
accruing in accordance with any insurance policy, as relevant.
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14.
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Period
of Agreement
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14.1
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Notwithstanding
the provisions of this agreement, it is hereby clarified that the
Manager
will be deemed an employee of the Company as from the date of his
employment in the Company, i.e. as from the date of its establishment;
however, the conditions of the Manager’s employment in accordance with the
provisions of this agreement will be applicable as from January 1,
2005
and for a period not less than ….. years after commencement into effect of
the agreement (“the Preliminary Period”), subject to closing of the
transaction with MBYI. To avoid any doubt, it is hereby clarified
that if,
for any reason, such closing is not consummated, this agreement will
not
take effect.
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14.2
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As
of the end of … months, each party will be entitled to terminate this
agreement, for any reason, in accordance with an advance announcement
of
120 days.
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14.3
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Also,
the Company will be entitled to terminate the Manager’s employment in the
Company, without advance announcement, in the event of any of the
following circumstances:
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14.3.1
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The
Manager is accused of a shameful criminal
transgression;
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14.3.2
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Breach
of the Manager’s reliability toward towards the
Company;
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14.3.3
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The
Manager’s breach of the provisions of paragraphs 3 or 4 of this
agreement.
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14.4
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In
the event of cessation of the employee - employer relationship between
the
Company and the Manager, for any reason, the Manager commits to transfer
his Position in the Company to his replacement in an arranged organized
manner and in accordance with the Company’s
instructions.
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15.
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Officers’
Insurance
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The
Company will acquire an insurance policy for professional and directors’
responsibility, and will include the Manager therein, in accordance
with
the Company’s Articles of Association and in accordance with the Israeli
Companies Ordinance.
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16.
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Taxes
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The
Company will deduct from the Manager’s Salary all taxes and required
payments in accordance with all relevant legislation and in accordance
with the provisions of this agreement, unless stated specifically
otherwise in this agreement.
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| 17. |
General
and Supplementary Provisions
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17.1
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No
party to this agreement will be deemed to endorse/transfer its commitments
toward the other party in accordance with this agreement, without
the
express agreement of the said other party, in advance and in writing.
Notwithstanding this provision of the agreement, the Manager is entitled
to request from the Company that the Salary stated in paragraph 5.2
above,
in whole or in part, will be transferred to a company under his control.
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17.2
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No
party to this agreement will be deemed to waive any right in accordance
with this agreement as a result of non-timely enforcement. Waiver
or
delay, in a specific circumstance, will not be deemed waiver or
delay for
other circumstances, whether regarding the same matter or regarding
another matter.
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| 17.3 |
Any
change, addition, disposal, waiver or assumption in accordance with
this
agreement will not be effective unless in writing and signed by the
parties.
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17.4
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This
agreement replaces any presentation, commitment for arrangement,
summary,
agreement, letter of intent or previous agreement between the parties
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including the agreement for provision of management services and
any
protocol/minutes that updated the said management services agreement,
in
connection with employment of the Manager by the Company, and cancels
such
previous arrangements.
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17.5
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The
address of the parties for purposes of this agreement is as stated
in the
Preface thereto.
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17.6
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Any
announcement transmitted to the parties will be deemed an announcement
received as of the following dates:
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17.6.1
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Transmitted
by courier - As of the date of the
transmission;
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17.6.2
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Transmitted
by fax - As of the date of the transmission, subject to issuance
of
confirmation regarding receipt of the
fax;
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17.6.3
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Transmitted
by registered mail - Within 72 hours from the date sent.
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Signed
and Witnessed by the Parties,
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Company
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Manager
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