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Sample Business Contracts

Agreement - Interad (1995) Ltd., Nirbarkat Holdings Ltd., Elibarkat Holdings Ltd., Yuval 63 Holdings (1995) Ltd., Lier Nasa and Iftah Sneh

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                                   AGREEMENT

     made and executed in Jerusalem on __________________, 1995

between:  INTERAD (1995) LTD.
          of 5 Kiryst Mada Street, Mar Notevim, Jerusalem
          ("INTERAD")
                                             of the first part;

and:      NIRBARKAT HOLDINGS LTD.
          ..............................
          ("Nir")

          ELIBARKAT HOLDINGS LTD.
          ..............................
          ("Eli")

          YUVAL 63 HOLDINGS (1995) LTD.
          ..............................
          ("Yuval")

          (Nir, Eli and Yuval are collectively referred
          to in this agreement as "BRB")
                                        of the second part;

and       Lier Nasa
          ..............................
          ("Lior")
                                        of the third part;

and       Iftah Sneh
          ..............................
          ("Iftah")
                                        of the fourth part.

WHEREAS   the parties to this Agreement wish to cooperate for the purpose of
          carrying out projects, research and development relating to the field
          of utilizing the Internet and similar media for broadcasting
          information such as advertising to clients (the "Field"); and

WHEREAS   the parties wish to carry out this cooperation through INTERAD, which
          will conduct the research and development in the Field and will



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          thereafter seek commercially to exploit the results of the projects;
          and

WHEREAS   the parties wish to formalize the terms and conditions with respect to
          their investments in INTERAD, their duties and the relationship among
          themselves concerning the management of INTERAD;


                     THE PARTIES THEREFORE AGREE, REPRESENT
                            AND COVENANT AS FOLLOWS:

1.   Preamble and Exhibits

     1.1  The preamble to this Agreement constitutes an integral part hereof
          and forms part of its conditions.

     1.2  All of the exhibits that are appended to this Agreement constitute an
          integral part hereof.

2.   Representatives and Covenants of Lior and Iftah

     Each of Lior and Iftah represents, warrants and covenants as to himself as
     follows:

     2.1  He possesses know-how, experience, ability and expertise in the
          Field, and he further possesses appropriate know-how and talent to
          attain the objective of INTERAD, as specified in this Agreement.

     2.2  The title to every intellectual property and other right held by him
          in the Field will be fully conveyed to INTERAD, and no third party
          has any claim or contention with respect to any such right.

     2.3  To the best of his knowledge (i) there is no provision of law or
          contract that prevents his from entering into this Agreement and
          performing his obligations hereunder, and (ii) no third party has any
          claim or contention against him with respect to his activities in the
          Field.

     2.4  He will dedicate all of his time and effort to fulfilling his
          responsibilities with INTERAD,



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          and he will not engage in any other work so long as he is employed by
          INTERAD.

     2.5  Any invention or development by him anywhere in the world, in the
          Field, for so long as he is a shareholder or employee of INTERAD and
          for a period of two years after he ceases to be a shareholder or
          employee (whichever is the latter to occur), shall be the property of
          INTERAD.

     2.6  He shall not be entitled to any royalty or income for any of his
          inventions or developments in the Field, which he invents or develops
          during the period that he is a shareholder or employee of INTERAD and
          for a period of two years after he ceases to be a shareholder or
          employee (whichever is the latter to occur), and any royalty or
          income to which he would otherwise be entitled shall be the property
          of INTERAD.

3.   Representations and Covenants of BRB

     Each of Nir, Eli and Yuval represents, warrants and covenants, jointly and
     severally, as follows:

     3.1  The officers of BRB have know-how and talent with respect to the
          development of software products and the formation of contacts with
          suitable marketing entities, and consequently BRB has the ability to
          perform its obligations under this Agreement.

     3.2  To the best of its knowledge (i) there is no provision of law or
          contract that prevents any member of BRB from entering into this
          Agreement and performing its obligations hereunder, and (ii) no third
          party has any claim or contention against any of them with respect to
          their activities in the Field.

     3.3  They will dedicate appropriate time, effort, talent and contacts to
          advance the interests or INTERAD.

     3.4  Any invention or development of any member of BRB anywhere in the
          world, in the Field, shall be the property of INTERAD. This section
          shall not include any prior inventions or



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<PAGE>   4
               developments used in connection with other products marketed or
               owned by BRB, BRM Technologies Ltd. ("BRM") or any entity
               affiliated with them.

     4.   Objective of INTERAD

          The objective of INTERAD shall be to engage in research and
          development projects in the Field and their commercial exploitation.
          INTERAD shall also engage in any other activity approved at a general
          assembly of shareholders by the vote of the holders of 75% of
          INTERAD's shares.


     5.   Documents of Incorporation

          In any case of conflict between the documents of incorporation of
          INTERAD and the provisions of this Agreement, the provisions of this
          Agreement shall govern.

     7.   Capitalization of INTERDAD

          7.1  Immediately after the execution of this Agreement, the shares of
               INTERAD will be allotted to the parties to this Agreement in the
               following manner:

                    624,800 Preferred Shares of NIS 0.01 nominal value each
                    shall be allotted Nir against payment of their nominal
                    value.

                    624,800 Preferred Shares of NIS 0.01 nominal value each
                    shall be allotted Eli, against Payment of their nominal
                    value.

                    624,800 Preferred Shares of NIS 0.01 nominal value each
                    shall be allotted Yuval, against payment of their nominal
                    value.

                    192,00 Ordinary Shares of NIS 0.01 nominal value shall be
                    allotted to Lior, against payment of their nominal value.

                    192,000 Ordinary shares of NIS 0.01 nominal value each shall
                    be allotted to Iftah, against payment of their nominal
                    value.



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<PAGE>   5

               In addition, BRB will have the exclusive discretion to instruct
               INTERAD to allot Ordinary Shares of INTERAD and options to
               purchase Ordinary Shares of INTERAD to any person whatsoever.
               Such allotments will not cumulatively exceed ____________
               Ordinary Shares (including options to purchase Ordinary Shares).

          7.2  Upon a resolution approved by the holders of at least 75% of
               INTERAD's shares, a number of Ordinary Shares of NIS 0.01 nominal
               value each accounting to no more than ___________, shall be
               allotted to additional key employees of INTERAD, upon such
               employees' agreeing to be bound by all of the terms of this
               Agreement. The allotments described in the preceding sentence and
               every allotment thereafter will dilute the parties' shareholdings
               in INTERAD on a pro rata basis.

          7.3  The rights, preferences, privileges, and restrictions granted to
               and imposed on the Preferred and Ordinary Shares of INTERAD, are
               as set forth in the Articles of Association of INTERAD.

          7.4  The Shares to be allotted to Lior and Iftah pursuant to Section
               7.1 shall be deposited in trust with ________ (the "Trustee")
               together with stock transfer deeds, executed in blank by each of
               Lior and Iftah with respect to the shares allotted to him. The
               following vesting provisions shall apply to each of Lior and
               Iftah (an "Eligible Employee") with respect to the shares
               allotted to him:

               7.4.1     If an Eligible Employee is employed by INTERAD on the
                         date that is six months following the commencement of
                         his employment with INTERAD, the Trustee shall deliver
                         to such Eligible Employee a number of Ordinary Shares
                         equal to 25% of the Ordinary Shares allotted to him
                         pursuant to Section 7.1 above. In the event that an
                         Eligible Employee is not still employed by INTERAD on
                         such date, than all of the shares that were allotted



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               to him pursuant to Section 7.1 above shall be converted into
               deferred shares.

     7.4.2     If an Eligible Employee is employed with INTERAD on or subsequent
               to the first anniversary of his employment with INTERAD, the
               Trustee shall deliver to such Eligible Employee an additional
               number of Ordinary Shares equal to 25% of the Ordinary Shares
               allotted to him pursuant to Section 7.1 above. In the event that
               an Eligible Employee is employed by INTERAD on or subsequent to
               the date that is six months following the commencement of his
               employment with INTERAD but not on the first anniversary of his
               employment with INTERAD, then:

               (A)  the Trustee shall deliver to him a number of Ordinary Shares
                    equal to (x) the number of whole months, if any, that he was
                    employed by INTERAD after the date that is six months
                    following the commencement of his employment with INTERAD,
                    multiplied by (y) 4.16% of the Ordinary Shares allotted to
                    him pursuant to Section 7.1 above; and

               (B)  the balance of the Ordinary Shares allotted to him pursuant
                    to Section 7.1 above but not previously delivered to him
                    shall be converted into deferred shares.

     7.4.3     After the first anniversary of his employment, en Eligible
               Employee shall have the right, at any time, to receive a number
               of Ordinary Shares equal to (x) the number of whole months, if
               any, that the Eligible Employee was employed by INTERAD after the
               first anniversary of his employment with INTERAD, multiplied by
               (y) 4.16% of the Ordinary Shares allotted to him pursuant to
               Section 7.1 above subject to the service of a


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<PAGE>   7
               written notice signed by him to this effect. The trustee shall
               deliver the shares to the Eligible Employee within 14 days from
               the date of receipt such notice.

               Subject to subsection 7.4.4 below, if an Eligible Employee's
               employment is terminated before the second anniversary of his
               employment, the Eligible Employee will be entitled to shares
               under subsection 7.4.3 above only, and any outstanding Shares
               allocated to him pursuant to Section 7.1 above shall be converted
               into deferred shares.

     7.4.4     Notwithstanding the provisions of Sections 7.4.2 and 7.4.3 above,
               if an Eligible Employee is terminated for cause (defined as a
               material breach by the Eligible Employee of his obligations to
               INTERAD; the failure or refusal of the Eligible Employee
               satisfactorily to perform any of his duties to INTERAD; willful
               selfessance or gross negligence by the Eligible Employee in the
               performance of his duties to INTERAD; the commission by the
               Eligible Employee of a felony; or the perpetration by the
               Eligible Employee of a dishonest act against INTERAD or any
               subsidiary or affiliated company of INTERAD), any of his Ordinary
               Shares then held by the Trustee shall immediately be converted
               into deferred shares and his entitlement to such shares shall
               automatically cease.

               Until the shares allotted to an Eligible Employee pursuant to
               section 7.1 above are released from trust, an Eligible Employee
               will have the right to instruct the Trustee to exercise the
               rights annexed to such shares in his sole discretion.


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<PAGE>   8
     7.5  INTERAD shall not issue shares otherwise than with the consent of
          the holders of at least 75% of the shares of INTERAD.

8.   Transfer of Shares

     8.1  For a period of three years following the execution of this Agreement
          or until the full repayment of the BRB loan pursuant to Section 13
          below, whichever is earlier, the parties shall not be entitled to
          transfer their shares in INTERAD.

     8.2  Subject to the provisions of Section 8.1, if a shareholder wishes to
          sell or otherwise transfer any or all of his shares in INTERAD (the
          "Selling Party") he shall be required to offer the shares that he
          wishes to transfer (the "Offered Shares") to the other shareholders
          of INTERAD, pro rata to their respective interests in INTERAD. The
          Selling Party shall send the other shareholders a written offer in
          which he shall specify the price and payment terms that he is
          proposing (the "Offer").

     8.3  Any of the other shareholders who wishes to purchase the Offered
          Shares shall notify the Selling Party of his agreement to purchase
          all of the Offered Shares contained in the Offer within 30 days of
          receipt of the Offer.

     8.4  If any of the other shareholders declines to purchase the Offered
          Shares, declines to purchase the Offered Shares upon the terms
          specified in the Offer or does not respond to the Offer within 30
          days of receipt, the Selling Party shall so notify all of the other
          shareholders and they shall be entitled to purchase any remaining
          shares within 7 days in accordance with the Offer, pro rata to their
          respective interests in INTERAD or otherwise as may be agreed among
          them. If the Offer specifies that it is contingent upon the purchase
          of all of the Offered Shares, the Selling Party shall be entitled to
          refuse to transfer the shares pursuant to the Offer if there is only a
          partial response to the Offer.

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8.5  If there remain any shares that have not been acquired by the shareholders
     as specified above, the Selling Party may sell such shares to a third party
     on the terms of the Offer or at a price that is higher than that specified
     in the Offer and on payment terms that are no more favorable to the
     purchaser, within 90 days of the expiration of the period specified in
     Section 8.4 above.

8.6  If the shares are sold to a third party in such manner, INTERAD shall be
     required to approve the transfer of the shares, provided that the transfer
     is in accordance with the terms contained in the Offer, and further
     provided that the transferee of the shares is not a competitor or
     potential competitor with the business of INTERAD and shall execute this
     Agreement as though it were one of the original parties hereto.

8.7  If any or all of the other shareholders agree to purchase the Offered
     Shares on the terms specified in the Offer, the Offered Shares shall become
     the property of such other shareholders who responded to the Offer, pro
     rata to their respective interests in INTERAD, against payment of the
     consideration as specified in the Offer.

8.8  The provisions of subsections 8.1 through 8.7 shall not apply to transfers
     of shares between Lior and Iftah; between Lior or Iftah and a company that
     is wholly controlled by Lior or Iftah; among Nir, Eli and Yuval; between
     Nir, Eli or Yuval and a company that is wholly controlled by any or Nir,
     Eli or Yuval; between Nir, Eli or Yuval and BRM (or any wholly-controlled
     subsidiary or BRM); or between BRB and any of its professional advisors. In
     addition, upon the death of Lior or Iftah, any shares that have been
     distributed to him by the Trustee may be transferred to his legal heirs.
     Any transfer described in this section shall be permitted, provided that
     every new shareholder accepts the obligations of the transferor pursuant to
     this Agreement.


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9.   Board of Directors of INTERAD

     9.1  The number of members of the Board of Directors of INTERAD shall be
          determined by an ordinary resolution of the general assembly of the
          shareholders of INTERAD.

     9.2  The directors of INTERAD shall be appointed and not elected. The
          holder or holders of each 10% of the Shares of INTERAD will have the
          right to appoint one-tenth of the number of Directors of INTERAD (but
          in any event at least one director), to dismiss him and to appoint a
          replacement. The appointment or dismissal of a director shall be by
          means of the delivery of a written notice to the registered office of
          INTERAD.

     9.3  A director appointed by BRB shall be appointed the Chairman of the
          Board of Directors. The Chairman of the Board of Directors shall not
          have an additional or casting vote on the Board.

     9.4  The day to day management of INTERAD shall be the responsibility of
          the General Manager of INTERAD, who shall be appointed to his
          position for a term of one year. The appointment shall be made by the
          Board of Directors of INTERAD. ___ shall be appointed as the first
          General Manager of INTERAD.

          The authority of the General Manager, his role, his responsibility
          and the terms of his employment shall be determined by the Board of
          Directors of INTERAD.

     9.5  In each case of a tie vote on the Board of Directors of INTERAD, the
          matter as to which no decision was reached shall be brought for
          debate to a general assembly of the shareholders of INTERAD.

10.  Registered Office

     INTERAD's registered office and place of business shall be located in care
     of BRM Technologies Ltd., Kiryst Mada, Mar Notavim, Jerusalem, unless and
     until Lior, Iftah and the other employees hired

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     pursuant to Section 7.2 determine to move the location of INTERAD to the
     Tel-Aviv area.

11.  Signature Rights

     The signature of an executive officer of INTERAD together with the
     signature of any one of the individuals designated by BRB, and together
     with the corporate stamp or next to the printed name of INTERAD, shall
     bind INTERAD in all respects.

12.  Expenses of the Registration of INTERAD

     The expenses of the registration of INTERAD shall be deemed BRB loans to
     INTERAD; BRB shall be entitled to the repayment of such loans on such
     terms as they shall determine.

13.  Financing and Investments

     13.1 BRB undertakes that, after the incorporation of INTERAD, BRB shall
          make available to INTERAD, by means of shareholder loans or any other
          means chosen by BRB in its sole discretion, including by means of
          providing security for loans to be taken by INTERAD, financing in New
          Israeli Shekels that is equivalent to up to US$500,000 (not including
          the amounts specified in Section 16.2), based on the representative
          rate of exchange of the United States dollar as published by the Bank
          of Israel at the time of each funding. The amount shall be paid
          within one year of the execution of this Agreement, at such times as
          shall be agreed between the parties.

     13.2 The parties agree that beginning at such time as INTERAD shall have
          cumulative revenues of $5 million, the BRB shareholder's loan shall
          be repaid at the rate of 2.5% of each subsequent dollar of revenue
          and any security that BRB may have provided shall be released at such
          rate.

          The repayment of the shareholder loans shall be made together with
          the addition of linkage differentials based on the difference in the
          consumer price index from the date of the making of the loan until
          its repayment (based on the index known at the time of the making

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            of the loan or any portion thereof, as the case may be, and the
            index at the time of repayment of the loan or any portion thereof,
            as the case may be), without interest.

      13.3  To the extent that INTERAD requires minimum capital for purposes of
            Approved Enterprise status, an appropriate amount of the loan shall
            be converted to equity capital.

      13.4  BRB are hereby granted an option, exercisable in whole or in part
            at any time within one year of the date of this Agreement, to invest
            an additional amount in New Israeli Shekels that is equivalent to up
            to US$500,000 pro rata to their respective holdings in INTERAD,
            based on the representative rate of exchange of the United States
            dollar as published by the Bank of Israel at the time of each
            funding. The number of Preferred Shares to be issued to BRB upon the
            exercise of such option shall be based upon a pre-money valuation of
            INTERAD equal to US$2 million. In the event that BRB exercises such
            option, each of Lior and Iftah shall have an option, exercisable for
            a period of 45 days following the exercise of the BRB option, to
            purchase Preferred Shares by allotment, in such number as shall
            maintain his percentage holding in INTERAD and at the same per share
            price paid by BRB.

14.   Raising Equity Capital from the Public

      The parties agree that in the event INTERAD determines in the future to
      raise equity capital from the public by means of a public offering or by
      means of a private placement, all of the provisions in this Agreement or
      in INTERAD's Articles of Association shall be canceled to the extent that
      they conflict with such intention. Similarly, any provision that restricts
      the ability to perform any legal act with respect to a share shall be
      canceled.

15.   United States Operations

      The parties expect that it will be necessary to establish a United States
      headquarters operation to exploit the products to be developed by INTERAD.
      The parties shall issue options to the key employees



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      of the United States operations, in such amounts and on such terms as the
      Board of Directors of INTERAD may determine.

16.   Reimbursement of Expenses and Wages

      16.1  Each of Lior and Iftah will be employed by INTERAD on a full-time
            basis in accordance with the respective employment agreements that
            are appended hereto as Exhibit B. Lior's employment will commence on
            November 26, 1995 and Iftah's employment will commence on January 1,
            1996. Lior and Iftah will receive a gross salary of NIS 17,000 until
            the repayment of the loan in accordance with Section 13 above or
            until such other time as shall be agreed between the parties. In
            addition, so long as Lior, Iftah and the other employees hired
            pursuant to Section 7.1 work in Jerusalem, INTERAD will make one car
            available for their use.

      16.2  BRB shall provide INTERAD with professional services. In
            consideration of the services to be provided by BRB to INTERAD,
            INTERAD shall pay BRB a monthly amount of NIS 17,000 and INTERAD
            shall bear the expenses incurred by BRB in providing the services.
            Until INTERAD raises capital through a public offering or private
            placement of securities to a party other than BRB, the payments to
            BRB pursuant to this section will accrue and shall be deemed part of
            BRB's shareholders loan under Section 13.1 above, to be repaid to
            BRB as specified in Section 13.2 above; thereafter, such amounts
            shall be paid on a current basis.

            If, pursuant to a resolution of the Board of Directors of INTERAD,
            any of the officers of BRB take an operative role in the day-to-day
            business of INTERAD, his remuneration will be determined by a
            special resolution of the shareholders of INTERAD.

      16.3  BRB shall use its best efforts to cause BRM to provide
            administrative and financial services, and to the extent feasible
            research and development services, to INTERAD. INTERAD shall
            reimburse BRM for such services on the basis of cost plus 15%.



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17.  Non-competition; Confidentiality

     The parties covenant not to engage in the Field otherwise than through
     INTERAD, directly or indirectly, themselves or through others, whether
     self-employed or as employees, including through a partnership or by
     holding, themselves or through others, shares or rights to control any
     legal entity. Moreover, the parties covenant not to disclose and shall not
     in any way transfer to any person or entity any information in their
     possession on or concerning the affairs of INTERAD - so long as they are
     shareholders or employees of INTERAD and for a period of two years
     thereafter.

18.  Accountant

     Kost Levary & Forar, certified public accountants, shall be appointed as
     the accountants of INTERAD.

19.  Assignment

     BRB shall have the right at any time to assign this Agreement to a company
     that is wholly controlled by BRB, to BRM or to any wholly-controlled
     subsidiary of BRM, but in any such case BRB shall remain liable for the
     obligations of the assignee under this Agreement.

20.  Notices

     A notice that is sent to the addresses of the parties specified in the
     preamble to this Agreement shall be deemed to have reached the addressee
     and to have been brought to his attention within 5 days from the date of
     its mailing by registered mail or at the time of deliver if hand delivered.

IN WITNESS WHEREOF the parties have signed this Agreement at the place and time
noted above.

NIRBARKAT HOLDINGS LTD.                 LIOR HASS

[SIG]                                   [SIG]
ELIBARKAT HOLDINGS LTD.                 IFTAH SNEH

[SIG]                                   [SIG]
YUVAL 63 HOLDINGS (1995) LTD.
[SIG]


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