Attached files
EXHIBIT 10.1
AGREEMENT
PREPARED AND SIGNED IN _________ ON THE 25 DAY OF THE MONTH JULY 2010
BETWEEN: SECU-SYSTEM LTD (Reg. No. 511779266)
(hereinafter: "THE PLAINTIFF" or "SECU SYSTEM")
ON THE ONE PART;
AND BETWEEN: 1. SUPERCOM LTD (Reg. No. 511307704)
under its current name: Vuance Ltd, Public Company 5200440,
hereinafter: "SUPERCOM".
2. KIRI TECHNOLOGIES VERIFICATION LTD (Reg. No. 512243635)
(under its current name: Inksure Ltd, hereinafter: "INKSURE")
(hereinafter jointly: "THE RESPONDENTS")
ON THE SECOND PART;
WHEREAS legal proceedings are being conducted between the parties to
this agreement within the framework of CIVIL CASE 3120/99 SECU
SYSTEM VS. SUPERCOM ET AL in the District Court of Tel Aviv
(hereinafter: "THE ACTION");
AND WHEREAS the parties wish to reach a settlement between them which will
make the continuation of the litigation in the Court
unnecessary;
AND WHEREAS the parties have been referred by the Court to a mediation
before His Honor the President (Ret.) of the District Court of
Tel Aviv. Mr. Uri Goren (hereinafter: "THE MEDIATOR").
NOW THEREFORE IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. For final and total dismissal of the action, and without any party
acknowledging the claims of the other party, the Respondents shall pay the
Plaintiff the exact settlement amount as it shall be defined hereinafter,
under the terms and on dates as detailed in this agreement.
THE SETTLEMENT AMOUNT
2. The settlement amount shall be determined as follows:
2.1. The settlement amount which shall be paid by the Respondents to the
Plaintiff shall be within the range of NIS 1.5 million to NIS 2
million.
2.2. The exact settlement amount shall be determined by the Mediator,
after arguments shall be presented by the parties' attorneys, whose
ruling shall obligate the parties.
As previously noted, the settlement amount that shall be determined
by the Mediator shall be within the above mentioned range
(hereinafter: "THE EXACT SETTLEMENT AMOUNT").
DIVISION OF RESPONSIBILITY
3. The Respondents shall be responsible, each of them severally, for payment
of half of the Exact Settlement Amount as defined above. In order to
remove doubt, it is hereby clarified that each of the Respondents shall be
responsible only for its share of the Exact Settlement Amount - that is
50% of it, and neither of the Respondents shall be responsible and/or
shall guarantee the payment of the other Respondent's share of the Exact
Settlement Amount.
PAYMENT OF THE SETTLEMENT AMOUNT
4. Payment of the settlement amount shall be executed under the terms that
shall be detailed hereinafter:
4.1. Not later than 30 days from the date of the Mediator's ruling on the
Exact Settlement Amount, Inksure shall deposit with Adv. David
Moshevics its share of the Exact Settlement Amount - that is 50% of
it.
The sum shall be deposited in the trust account that shall be opened
by Adv. Moshevics in the name of the Law Offices of Yossi Avraham
and Co. for this purpose and shall be invested in conservative
instruments (hereinafter: "THE TRUST ACCOUNT").
4.2. Supercom shall pay into the Trust Account its share of the Exact
Settlement Amount divided into ten monthly equal and consecutive
payments starting from the 15th of the calendar month following the
date of the Mediator's ruling until the completion of the payment of
its share of the Exact Settlement Amount.
To each payment linkage differences and 4% annual interest shall be
added, calculated from the date of the Mediator's ruling until the
date of each payment in practice.
It is hereby clarified that a delay of up to 10 days shall not be
considered a breach of Supercom's undertakings pursuant to this
agreement.
A delay of more than 10 days shall result in the balance of
Supercom's debt becoming immediately due.
4.3. Supercom reserves the right to pay its share of the Exact Settlement
Amount on an earlier date than that stated in Section 4.2 above and
completion of payment of Supercom's share of the Exact Settlement
Amount at an earlier date shall be considered as fulfillment of its
obligation pursuant to this agreement.
4.4. Adv. Moshevics shall inform the Plaintiff's attorney each time that
any sum shall be received in the Trust Account.
4.5. Immediately after Supercom shall complete the transfer of its share
of the Exact Settlement Amount to the Trust Account then the amount
accumulated in the Trust Account shall be transferred, including
interest, to the Plaintiff's attorney, Adv. Yehiel Kasher, according
to his instructions.
CANCELLATION OF THE AGREEMENT BY THE PLAINTIFF
5.
5.1. The Plaintiff shall be entitled to cancel this agreement in the
event that Supercom fails to fulfill its payment obligations as
noted above (hereinafter: "RIGHT TO CANCEL").
5.2. The Right to Cancel may not be exercised by Plaintiff for
non-payment of only one payment which Supercom is obligated to pay
pursuant to this agreement, but only after the entire balance of the
debt has become immediately due and 10 further days have passed.
5.3. Inasmuch as the Plaintiff shall use the Right to Cancel, the monies
deposited by Supercom and Inksure in the Trust Account up to the
date of cancellation shall be returned to them.
5.4. In the event that the Plaintiff shall make use of the Right to
Cancel, a notice shall be filed with the Court in accordance with
Appendix "A" of this agreement and the hearing of the action shall
continue whereby all the parties reserve their rights and their
claims prior to the mediation process.
5.5. The Plaintiff is entitled to give notice at any time that it waives
the right to cancel and in such case all the monies that accumulated
in the Trust Account, including interest, shall be transferred to
the Plaintiff's attorney, and this agreement shall become final and
cancellation of it shall not be permitted.
For the avoidance of doubt, in the aforementioned event, the
Plaintiff shall continue to be entitled to full payment of
Supercom's share of the Exact Settlement Amount in the settlement
agreement and shall be permitted to rely on the ruling that shall
validate this settlement agreement.
5.6. It is hereby clarified that inasmuch as the Plaintiff shall not
deliver a notice of cancellation within 21 days from the date on
which Supercom was supposed to deposit the final payment pursuant to
Section 4.2 above, the Plaintiff shall be considered as having
waived the Right to Cancel, and all that it entails, and the monies
deposited in the Trust Account shall be transferred to Plaintiff's
attorney, Adv. Yehiel Kasher.
WAIVER OF CLAIMS AND ACTIONS
6. The parties declare that this agreement, subject to fulfilling the terms
stated herein, brings to a conclusion all the claims of the parties
against each other, and shall be deemed a waiver by the Plaintiff of any
claim that it has had and/or shall have against the Respondents, in
relation to the existence and/or non-existence of an injunction granted by
the District Court on 15.3.06.
For the avoidance of doubt, the abovementioned applies also to the
shareholders of the parties and/or their representatives and/or
their officers and/or holders of other positions of the parties and/or
their employees.
It is clarified that this section shall apply and shall obligate the
parties even in the event that the Plaintiff shall waive the Right to
Cancel pursuant to the instructions of Section 5.5 above and/or Section
5.6 above.
NOTICE TO THE COURT
7.
7.1. Following their respective signatures on this agreement, the parties
shall present, jointly, an agreed notice and petition to the Court,
within the framework of which they shall notify that they have
reached a conditional settlement agreement, and all as
aforementioned in a notice attached as Appendix "B" to this
agreement.
7.2. Immediately after Supercom shall meet its obligations pursuant to
this agreement and immediately after the Plaintiff shall waive its
Right to Cancel pursuant to the instructions of this agreement, a
joint notice by the parties shall be sent to the District Court in
Tel Aviv, in the attached form of Appendix "C" of this agreement,
and within its framework the parties shall ask the Court to validate
the ruling for the settlement agreement and to instruct the
cessation of the legal proceedings in this matter.
GENERAL INSTRUCTION
8. All the appendices mentioned in this agreement shall be signed by the
parties' attorneys and shall be held by the Plaintiff's attorney who shall
make use of them only pursuant to the instructions of this agreement.
AND IN WITNESS THEREOF THE PARTIES HEREBY PUT THEIR HANDS:
/s/ Adv. Yechiel Kasher /s/ Adv. David Moshevics
----------------------- ------------------------
Secu System Supercom
By its attorney, Adv. David Moshevics
Yossi Avraham and Co.
/s/ Adv. David Moshevics
------------------------
Inksure
By its attorney, Adv. David Moshevics
Yossi Avraham and Co.
APPENDIX A
District Court Civil Case 3120/99
IN TEL AVIV-JAFFA BEFORE THE HONOURABLE
JUDGE GADOT
SECU-SYSTEM LTD (Reg. No. 511779266)
By Advs. Prof. Yuval Levy and/or Ofer Levy and/or Yehiel Kasher and/or Tamar
Krungrad and/or Nir Kahet and/or Idit Reiter and/or Tomer Maharshak and/or David
Van Kula and/or Ohad Maimon and/or Yigal Kave and/or Dana Elmelach and/or Ziv
Vasserzog and/or Sigal Shapira and/or Eyal Kleinmintz and/or Amit Golan and/or
Eyal Ofer and/or Neta Hadar and/or Ruth Stern-Weiss and/or Ofer Shuval and/or
Aviad Lahmanovitz and/or Hadar Gonen-Gratz and/or Michal Lev and/or Michal
Shenhav and/or Tehila Pink-Banishu and/or Yaron Cohen and/or Roey Brunner,
Attorneys, of 8 Nes Ziona Street, Tel Aviv, 63904. Tel: 03-5172303; Fax:
03-5164185. Office@yuvalaw.co.il
THE PLAINTIFF;
VS.
1. SUPERCOM LTD (Reg. No. 511307704)
(under its current name: Vuance Ltd, Public Company 5200440-4)
2. KIRI TECHNOLOGIES VERIFICATION LTD (Reg. No. 512243635)
(under its current name: Inksure Ltd)
By Advs. Yossi Avraham and Co., Law Offices
3 Daniel Frisch Street, "The Tower", Tel Aviv 64731
Tel: 03-6086888, Fax: 03-6963801
THE RESPONDENTS;
1
MOTION FOR RENEWAL OF PROCEEDINGS
The parties hereby notify the Honourable Court that the option of conclusion of
proceedings out of court within the framework of the settlement agreement
(regarding which the parties notified the Court) is no forthcoming.
In the light of the above the Honourable Court is requested to set a date for a
hearing as soon as possible (in accordance with its calendar) in order to
continue the proceedings from the place they were halted.
This notice is delivered to the Court with the consent of both the parties in
this case.
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/s/ David Moshevics
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Yehiel Kasher, Adv. David Moshevics, Adv.
Attorney for the Plaintiff Attorney for the Respondents
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2
APPENDIX B
District Court Civil Case 3120/99
IN TEL AVIV-JAFFA BEFORE HONOURABLE
JUDGE GADOT
SECU-SYSTEM LTD (Reg. No. 511779266)
By Advs. Prof. Yuval Levy and/or Ofer Levy and/or Yehiel Kasher and/or Tamar
Krungrad and/or Nir Kahet and/or Idit Reiter and/or Tomer Maharshak and/or David
Van Kula and/or Ohad Maimon and/or Yigal Kave and/or Dana Elmelach and/or Ziv
Vasserzog and/or Sigal Shapira and/or Eyal Kleinmintz and/or Amit Golan and/or
Eyal Ofer and/or Neta Hadar and/or Ruth Stern-Weiss and/or Ofer Shuval and/or
Aviad Lahmanovitz and/or Hadar Gonen-Gratz and/or Michal Lev and/or Michal
Shenhav and/or Tehila Pink-Banishu and/or Yaron Cohen and/or Roey Brunner,
Attorneys, of 8 Nes Ziona Street, Tel Aviv, 63904. Tel: 03-5172303; Fax:
03-5164185. Office@yuvalaw.co.il
THE PLAINTIFF;
VS.
1. SUPERCOM LTD (Reg. No. 511307704)
(under its current name: Vuance Ltd, Public Company 5200440-4)
2. KIRI TECHNOLOGIES VERIFICATION LTD (Reg. No. 512243635)
(under its current name: Inksure Ltd)
By Advs. Yossi Avraham and Co., Law Offices
3 Daniel Frisch Street, "The Tower", Tel Aviv 64731
Tel: 03-6086888, Fax: 03-6963801
THE RESPONDENTS;
3
NOTICE IN THE MATTER OF THE SETTLEMENT AGREEMENT AND MOTION TO SET A DATE
The parties in this case hereby notify the Honourable Court that within the
framework of the mediation proceedings to which the parties turned to at the
recommendation of the Honourable Court, the parties have reached a settlement
agreement.
In the light of the fact that within the framework of the settlement agreement
there are undertakings which would continue over a significant number of months
(and the failure to do so could bring about the renewal of the proceedings), the
settlement agreement is not enabling, at this time, the conclusion of the
aforementioned proceedings.
In light of the aforementioned the Honourable Court is requested to set a date
for a reminder hearing during the month of September 2011. The parties shall
update the Honourable Court with regard to the implementation of the settlement
agreement and the conclusion of the proceedings in question, if possible, before
the date of the hearing requested above.
------------------------------------ -------------------------------------------
/s/ David Moshevics
------------------------------------ -------------------------------------------
Yehiel Kasher, Adv. David Moshevics, Adv.
Attorney for the Plaintiff Attorney for the Respondents
------------------------------------ -------------------------------------------
4
APPENDIX C
District Court Civil Case 3120/99
IN TEL AVIV-JAFFA BEFORE THE HONOURABLE
JUDGE GADOT
SECU-SYSTEM LTD (Reg. No. 511779266)
By Advs. Prof. Yuval Levy and/or Ofer Levy and/or Yehiel Kasher and/or Tamar
Krungrad and/or Nir Kahet and/or Idit Reiter and/or Tomer Maharshak and/or David
Van Kula and/or Ohad Maimon and/or Yigal Kave and/or Dana Elmelach and/or Ziv
Vasserzog and/or Sigal Shapira and/or Eyal Kleinmintz and/or Amit Golan and/or
Eyal Ofer and/or Neta Hadar and/or Ruth Stern-Weiss and/or Ofer Shuval and/or
Aviad Lahmanovitz and/or Hadar Gonen-Gratz and/or Michal Lev and/or Michal
Shenhav and/or Tehila Pink-Banishu and/or Yaron Cohen and/or Roey Brunner,
Attorneys, of 8 Nes Ziona Street, Tel Aviv, 63904. Tel: 03-5172303; Fax:
03-5164185. Office@yuvalaw.co.il
THE PLAINTIFF;
VS.
1. SUPERCOM LTD (Reg. No. 511307704)
(under its current name: Vuance Ltd, Public Company 5200440-4)
2. KIRI TECHNOLOGIES VERIFICATION LTD (Reg. No. 512243635)
(under its current name: Inksure Ltd)
By Advs. Yossi Avraham and Co., Law Offices
3 Daniel Frisch Street, "The Tower", Tel Aviv 64731
Tel: 03-6086888, Fax: 03-6963801
THE RESPONDENTS;
5
MOTION FOR ADJUDICATION OF THE SETTLEMENT AGREEMENT
Further to the parties' notice regarding the settlement agreement, the parties
hereby request the Honourable Court to adjudicate the settlement agreement, a
copy of which is attached to this Petition as APPENDIX A, in a way that would
put an end to the aforementioned proceedings.
------------------------------------ -------------------------------------------
/s/ David Moshevics
------------------------------------ -------------------------------------------
Yehiel Kasher, Adv. David Moshevics, Adv.
Attorney for the Plaintiff Attorney for the Respondents
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