EXHIBIT 10.12
[Translated From Hebrew]
AGREEMENT TO EMPLOY A SUBCONTRACTOR
AGREEMENT NUMBER RA-2875 (HEREINAFTER: "THE AGREEMENT")
ORDER NUMBER ROL 860279 (HEREINAFTER: "THE ORDER")
Dated and signed in Haifa on December 11 2001
Between
ELBIT SYSTEMS LTD., OF THE SCIENCE INDUSTRIES CENTER - HOF HACARMEL,
P.O. BOX 539, HAIFA
(hereinafter: "Elbit Systems")
ON THE ONE PART
MOR ENERGY LTD., X.X. XXX 000, XXXXX 00000
(hereinafter: "the Contractor")
ON THE OTHER PART
Whereas: Elbit Systems develops and undertakes projects;
And whereas: Elbit Systems is interested in consultancy and/or assistance
in performing some of the projects (hereinafter: "the Project"
or "the Work");
And whereas: Elbit Systems is interested in conducting consultancy as
described below by means of an independent outside contractor;
And whereas: The Contractor declares that he possesses and owns the
ability, means, knowledge, personnel and reputation required
for the performance of the Work, as per deadlines set,
efficiently and professionally, and is interested in performing
the Work for Elbit systems.
IT HAS THEREFORE BEEN AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. The preamble and appendices to this Agreement constitute an integral
part thereof.
2. Elbit Systems hereby assigns to the Contractor and the Contractor hereby
assumes, the performance of the Work, on the subject of dESIGN OF AN
ENERGY PACK FOR THE FUTURE INFANTRYMAN, based on actual work hours and the
breakdown, stages and schedule to be coordinated between the Contractor
and the representative, as specified in section 5B below and/or in
accordance with the scope of work, stage and schedule breakdown described
in Appendix C thereof.
3. The consideration the Contractor is to receive for all of his undertakings
hereby is to be as specified in Appendix A hereof. Payments are to be
effectuated only after the representative stated in section 5B below
confirms that the Contractor has fulfilled all his undertakings hereunder.
The representative's confirmation does not diminish the Contractor's
responsibility hereby.
ELBIT SYSTEMS (INITIALS: ______________ THE CONTRACTOR (INITIALS):___________
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4. The relations between the parties hereto are relations between a client
and an independent contractor, assuming all implications thereof
concerning statutory responsibility and liability. It is emphasized that
there is and will be no employer-employee relationship between the
Contractor and/or his employees and any appointees thereof and Elbit
Systems.
5. The Contractor undertakes:
A. To execute the Work at a high level of professionalism, by himself
or by skilled employees and persons sufficiently knowledgeable for
executing this Agreement as required. The Contractor will act to the
best of his ability so as not to substitute employees during the
execution of the Work. In any case, the Contractor will be
personally and exclusively responsible towards Elbit Systems.
The Contractor is to receive Elbit Systems' prior written approval
concerning each employee the Contractor will wish to employ in the
execution of the Work.
B. To act in executing this Agreement and all undertakings involved
herein in accordance with the instructions of the representative of
Elbit Systems (hereinafter: "the Representative"). Upon the signing
hereof, the Representative for all technical/professional affairs
will be Xx. Xxxxx Paytman, or his appointee, and the Representative
for all contractual/business affairs will be Mr. Ran Uri. Elbit
Systems will be entitled to substitute the Representative by way of
a notice given to the Contractor.
The foregoing does not detract from the Contractor's responsibility
and undertaking to execute the Work as specified in section 4,
section 5A and section 7 hereof.
C. To act in accordance with all provisions of the law with regard to
the employment of people thereby and/or on his behalf, and without
prejudice to the entirety of the foregoing, to report on employment
of his employees to the Income Tax and National Insurance
authorities, and transfer all resultant payments.
The Contractor is to present to Elbit Systems confirmations on the
performance of the contents of this subsection.
D. To maintain absolute secrecy, not to transfer to any third party not
to make any use, whether by himself or through others, directly or
indirectly, of the information and knowledge, of technical,
commercial, security or other nature, reaching it from Elbit systems
during the course of or as a result of performing this Agreement.
The Contractor undertakes to have all parties employed thereby and
all parties pertaining the Execution hereof sign a declaration and
undertaking to be worded in accordance with this subsection and in
accordance with section 10 below.
ELBIT SYSTEMS (INITIALS: ______________ THE CONTRACTOR (INITIALS):___________
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E. The Contractor will not compete with Elbit Systems, nor help others
compete with Elbit Systems, with regard to the subject matter
defined and ordered for which it is to be employed as a contractor
in the context hereof.
6. It is agreed that the Contractor's representative for the purpose hereof
is Xx. Xxxxxx Xxxxxxxxxxx, ID number 000000000, and that he is authorized
to make an undertaking on the Contractor's behalf.
7. A. Elbit systems will be entitled to terminate or suspend the
execution of the Work hereby, at is discretion, on the condition
that it gives the Contractor 3 days prior notice for suspension
and 3 days for the renewal thereof.
B. In any case of cancellation or suspension for reasons not dependent
on the Contractor, Elbit Systems will pay the Contractor the sum due
thereto for the part of the Work actually executed, and with the
exception thereof, the parties shall have no mutual claims or
grievances.
8. The Contractor will be responsible for any loss and/or bodily and/or
property damage of any kind sustained as a result of and/or in connection
to his execution of the Work to the Contractor himself, to the
Contractor's employees or appointees, to Elbit Systems, his employees,
emissaries, and to third parties.
Without detracting from the Contractor's aforesaid responsibility, the
Contractor is to acquire at his own expense professional liability
insurance policies, a third party insurance policy, employer liability
policies, as agreed with Elbit Systems, and is to transfer these policies
review by Elbit Systems immediately upon demand.
9. The Contractor undertakes to indemnify Elbit Systems for any payment and
expense Elbit is required to make and that is borne by the Contractor
hereby.
10. The Contractor undertakes to provide Elbit systems with further
consultancy at the prices hereof, upon the demand thereof and subject to
an order from Elbit systems.
11. It is explicitly agreed that all new knowledge arising during the
course of the performance of the Contractor's work for Elbit systems
hereby, and the ownership of documents, plans, drawings, magnetic
and/or optic media and any copyrights, commercial secrets, samples and
rights to patents and any other right, whether registrable or not,
actually registered or pending registration, arising during the time
of, or and/or due to the execution of the Work hereby, will widely
belong to Elbit systems, which will be entitled to use it at any time
and for any purpose (including cases in which the Agreement is revoked
or suspended), and the duty of secrecy and nonuse specified in section
5D above will apply thereto. The Contractor is to provide Elbit
systems with any assistance, report to any authority and sign any
document required for registering the intellectual property rights in
accordance with this section to the name of Elbit Systems or any party
it designates without further consideration.
For the removal of doubt, it is hereby clarified that the knowledge on the
subject of DLMFC (fuel cells based on direct oxidation of alcohols such as
methanol) that the
ELBIT SYSTEMS (INITIALS: ______________ THE CONTRACTOR (INITIALS):___________
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Contractor possessed prior to the signing hereof or that is not directly
connected or unique to the Work hereof, is the intellectual property of
the Contractor, including all implications thereof, whereas the knowledge
associated with the Future Infantry man Program in general and the
characterization of the energy pack integration method in this system/plan
in particular, are the intellectual property of Elbit Systems, with all
implications thereof.
12. This Agreement will not be assigned, in part or in full, by the
Contractor, without receiving Elbit System's prior written consent. Elbit
Systems will be willing to assign this agreement at his discretion.
13. Revoked.
14. Any waiver, extension or relief from either party will not be valid unless
made out explicitly in writing.
15. Upon the signing hereof, all previous agreements, whether in writing or
verbally, between the Contractor and Elbit Systems, concerning the Work
herein, will become void, with the execution of the Contractor's
undertaking for secrecy, if signed, and the order constituting an appendix
hereof.
16. In any case of conflict between the content hereof and the terms appearing
on the back of the purchase order, attached hereto as an appendix hereof,
the terms hereof will prevail.
17. It is agreed that the parties are entitled to extend the validity hereof,
and that the addition of further purchase orders relating hereto
constitutes the parties' consent to extend the validity hereof, subject to
the order terms.
18. Any dispute or differences of opinion on any matter pertaining hereto or
arising as a result hereof are to be transferred for resolution by the
competent courts in Haifa only.
In witness whereof the parties have set their hands hereunto.
Elbit Systems Ltd. The Contractor
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Name: Name:
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Title: Title:
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Signature: Signature:
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ELBIT SYSTEMS (INITIALS: ______________ THE CONTRACTOR (INITIALS):___________
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APPENDIX B OF ORDER NUMBER ROL 860279
AGREEMENT NUMBER RA-2875
SECURITY AND MAINTENANCE OF SECRECY
INSTRUCTIONS OF ELBIT SYSTEMS' SECURITY OFFICER
Subject to the security provisions applying to all employees of our company - we
hereby bring to your attention that as a result of the working relations between
you and our company, which is among the most important contractor companies for
the Defense System, sensitive proprietary documents and information of
commercial and security nature whose publication in accordance with the State
Security Laws is forbidden will be brought to your knowledge.
As a result, with the aim of preventing leakage of such information to various
unauthorized elements, particularly hostile elements, I refer your attention to
the following security instructions:
1. SECURING KNOWLEDGE AND DOCUMENTS BY THE CONTRACTOR
1.1 The Contractor is strictly forbidden to divulge information and/or records
on the contractor's work for Elbit Systems, and the subjects of your
relations with our company, to any person and/or entity, other than Elbit
Systems entities with which the Contractor is associated unless approval
is given by the company's security officer.
1.2 It is particularly emphasized that the Contractor is aware of the
prohibition of divulging such information to reporters and journalists -
whether domestic or overseas, including radio and television employees,
photographers, etc.
1.3 The use of information of the type acquired by the contractor in the scope
of your relations and work with Elbit Systems and with Elbit Systems'
employees for purposes not related to the company - requires prior
approval from Elbit Systems' security officer.
1.4 The conveyance of classified documents by the contractor of classification
"Secret" and above, including diagrams and photographs, outside the
boundaries of Elbit Systems, requires prior approval from Elbit Systems'
approval and the recommendation of his seniors or operator at Elbit
Systems.
1.5 Documents classified as "Secret" or above are to be kept by the contractor
at his office only under conditions approved by Elbit Systems' security
officer and as required thereby.
1.6 The handling of classified documents and classified equipment by the
Contractor is to be performed at his office or facilities available to you
in accordance with the security instructions and procedures employed at
Elbit Systems or these issues, only by employees approved to that effect
by Elbit Systems' security officer.
1.7 Documents classified as "Secret" or above that are no longer required by
the Contractor for the works and any documents of any classification
issued to and in the possession of
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the contractor upon the conclusion of your work/relations with Elbit
Systems - are to be returned by the Contractor to the entity at Elbit
systems you are corresponding with.
1.8 In the case of loss of classified documents issued for the contractor's
handling that are in your possession - the Contractor must report such
loss IMMEDIATELY to Elbit Systems' security officer, who is to initiate an
investigation.
1.9 In any case of relations with a foreign entity that raises security or
criminal suspicion - the contractor must report such suspicion to Elbit
Systems' security officer forthwith.
2. OVERSEAS TRAVEL
2.1 The company's security officer is to be informed as early as possible of
the contractor's intent to travel abroad on business affairs or for
pleasure.
2.2 This instruction also relates to the case of the Contractor's spouse
planning a journey to any Eastern European country.
3. SECURITY ALERTNESS
3.1 The Contractor is required to demonstrate security alertness concerning
all issues of your work and relations with our company, and to report
forthwith to the security officer of any unreasonable incidence that may
endanger state security or the work for Elbit Systems.
3.2 Notwithstanding the above, it is emphasized that the Contractor is
strictly forbidden to initiate any tracking of any kind of such
unreasonable cases as stated above.
DECLARATION
I, the undersigned, hereby declare that I have read the above instructions, have
understood them, and undertake to act thereby, in addition to any declaration
concerning the maintenance of secrecy that I signed at the beginning of my work
or correspondence with Elbit Systems.
Furthermore, I state that I am aware that these instructions do not detract from
but serve to complement the security instructions given to me verbally directly
relating to any of the issues of my work/correspondence with Elbit Systems Ltd.
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Date Signature
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Surname Given name Father's name ID/passport no.
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Address Workplace
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APPENDIX B OF ORDER NUMBER ROL 860279
AGREEMENT NUMBER RA-2875
GENERAL DESCRIPTION OF THE WORK:
Initial design of the energy pack for the program and immediately energy
solutions, as requested.
ESSENCE OF WORK:
1. Accompanying the design review and acquisition of LI-TON technology energy
packs from Amit Industries Ltd. (hereinafter: "Amit") for the Future
Infantryman Program (hereinafter: the "Program"), based on the breakdown
appearing in Amit's proposal of December 29 2001 (hereinafter: "the
Proposal").
2. Delivering energy packs in accordance with the Proposal.
3. Research and design of a DLMFC technology energy pack for the Program in a
manner meeting the specifications transferred separately to the
contractor's CEO (hereinafter: "the Specifications"), information
presented to the contractor in system design review meetings and
additional information to be transferred to the contractor during the
execution of this Agreement.
WORK STAGES:
1. Upon receipt of the order, the Contractor is to place an order with Amit
in accordance with the Proposal.
2. The performance of the Work in accordance with the stages as described
in the Contractor's proposal of October 30 2001.
3. Settling accounts with Elbit Systems: after receiving deliveries from Amit
and the invoice from Amit, the Contractor is to charge Elbit Systems for
the purchase from Amit and for work hours invested by the Contractor
thitherto and for the scope of the work performed by Amit.
Without prejudice to the contents of section 3 of Appendix A above, it is
clarified that the Contractor is responsible for obtaining prior approval for
the representative for any operation and/or purchase of material from Amit and
for attaching a copy of Amit invoices to all Contractor requests for payment for
purchases and/or performing work at Amit. An invoice/request for payment not
made out as above will not be accepted.
WORK OUTPUT:
A technical specification containing documents and diagrams at an initial design
level containing all information required to continue developing an initial
prototype of the energy pack in accordance with the Specifications and in
accordance with additional information already given to the Contractor and/or to
be given thereto during the execution of the Agreement.
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The technical specification, as mentioned, is to be issued printed and on
magnetic and/or optic media, in at least three copies.
ELBIT SYSTEMS LTD. THE CONTRACTOR
Name: Name:
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Title: Title:
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Signature: Signature:
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ELBIT SYSTEMS (INITIALS: ______________ THE CONTRACTOR (INITIALS):___________
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