Unassociated Document


     

    
      	 	
              State
                of Israel

              Ministry
                of Defense / Publications Department

              MZ/8600

            


    

     

    Agreement

    Made
      and
      entered into in Tel Aviv in November 2006

     

    
      	
              Between:
                

            	
              The
                Government of Israel/Ministry of Defense 

              In
                the name of the State of Israel

              Represented
                under authorization published in Official Gazette 3997 of April 23,
                1992
                by the Director of the Publications Department of the Ministry of
                Defense
                together with the Commissioner of Funds and Budgets of the Publications
                Department

            
	 	
               (hereinafter
                - the “Ministry”)

            
	 	 
	
              A
                n
                d :

            	
              Colombus
                Geographic Systems Ltd., 

              Private
                Co. No. 51-352524-6

              P.O.B.
                47, Moshav Timorim

              Mobile
                Post Sh'kamim 79860

              Represented
                by Zvika
                Friedman

            
	 	
               (hereinafter
                - the “Rights
                Owner”)

            
	 	 
	WHEREAS	the
              Company
              produces software products, map production applications (hereinafter
              - the
              “Software”)
              and
              kits for aerial and ortho-photo pictures (hereinafter - the “Kit”);
              and
	 	 
	WHEREAS 	the
              Company
              has offered to the Ministry distribution rights for the Software and
              the
              Kit; and
	 	 
	WHEREAS 	the
              Ministry
              is willing to take upon itself the distribution of the Software and
              shelf
              products as set forth in this Agreement: 


    

     

    THEREFORE
      it is agreed, declared and stipulated between the parties as
      follows:

    


    
      	
              1.

            	
              The
                preamble to this Agreement constitutes an integral part
                hereof.

            


    

    


    
      	
              2.

            	
              The
                Company grants the Ministry the distribution concession for the Software
                and shelf products (according to the price-list). Granting the concession
                does not detract from the Company’s right to distribute the Software and
                shelf products directly by itself.

            


      	 	 


    

    
      	
              3.

            	
              (a)

            	
              In
                consideration for marketing the Software products, the Ministry shall
                be
                entitled to 35% of the revenues it receives from sales of the Software
                products to customers it obtains by itself, and to 10% of the revenues
                from sales of Software products to customers referred to it by the
                Company
                (according to the pricelist).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              (b)

            	
              With
                respect to sale of other shelf products and hardware products, apart
                from
                the Software products (according to the pricelist), the Ministry
                shall
                receive 8% of the revenues for customers it obtains by itself, and
                6% of
                the revenues for customers referred to it by the
                Company.

            


    

    


    
      	
              4.

            	
              Marketing
                terms, prices and discount rates to customers have been agreed separately
                between the parties.

            


    

    


    
      	
              5.

            	
              The
                parties shall report to each other on the entities which they have
                approached with purchase offers for the Software and/or shelf products,
                with the aim of achieving maximum
                coordination.

            


    

    


    
      	
              6.

            	
              The
                Ministry shall collect and assemble the orders from customers and
                shall
                transfer them to the Company, and the Company on its part undertakes
                to
                supply the Software and/or shelf products within 7 days from the
                date of
                receiving the order from the Ministry, and the customer shall confirm
                receipt of the product from the
                Company.

            


    

    


    
      	
              7.

            	
              Service
                to Customers:

            


    

    


    
      	 	
              (a)

            	
              The
                Company shall appoint a permanent liaison officer on its behalf in
                order
                to coordinate with the Ministry and the customers.
                

            


    

    
      	 	
              (b)

            	
              The
                Company is responsible vis-à-vis customers for the quality of the Software
                products and undertakes to replace any defective Software with a
                new one
                immediately upon receipt of the complaint from the
                Ministry.

            


    

    
      	 	
              (c)

            	
              The
                Company is responsible for placing service and technical support
                at the
                disposal of the customers, as customary in the
                industry.

            


    

    
      	 	
              (d)

            	
              To
                the extent the Company shall update the Software products version
                during
                the Agreement period, it undertakes to supply to the Ministry new
                Software
                products. 

            


    

    


    
      	
              8.

            	
              The
                Agreement shall be in force for one year, as of August 2006. Should
                the
                Ministry not notify the Company 60 days prior to the end of the Agreement
                of its wish to cancel the Agreement or to make changes therein, the
                Agreement period shall be extended for a further year on the same
                terms
                and conditions. In any event, the Agreement period shall not exceed
                3
                years from its inception.

            


    

    


    
      	
              9.

            	
              The
                Ministry shall report to the Company each month on the quantity of
                Software and shelf products sold by it. In accordance with the report,
                the
                Company shall issue an invoice to the Ministry and shall attach thereto
                the customers’ confirmations, as set forth in Clause 6 above. After
                examination of the invoice and approval thereof by a Ministry
                representative from the Government Publications Department, the Ministry
                shall pay the Company the amount due to it at the end of 75 days
                from
                receipt of the invoice by the Publications Office, with the addition
                of
                V.A.T. as required by law.

            


    

     

    
      
         

      

      
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              10.

            	
              The
                parties’ addresses for the purposes hereof are as set forth in the
                preamble.

            


    

     

    


    
      	
              [Stamp:]

              Colombus
                Geographic Systems Ltd.

              Private
                Co. No. 51-352524-6

              (
                -
                )

              The
                Company

            	 	
               

               

              (
                -
                )

              The
                Ministry

            


    

     

    
      
         

      

      
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