For the Design, Supply, Installation and Maintenance of an ... · "System" New and original Aeronautical Message Handling System (AMHS) (which includes the Basic System and the Complete

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טלפון : 9750587 - 03, 03-9750581 פקס : 9711296- 03– 7015001 כתובת : ת"ד 7, נמל התעופה הבינ"ל בן- גוריון

Address: P.O.Box 7, Ben-Gurion International Airport 7015001, Phone: 972 3 9750587, Fax: 972 3 9711296

Contract No. _____

Made this _________ day of __________2015

For the Design, Supply, Installation and Maintenance of an Aeronautical Message Handling System (AMHS) for the IAA

By and Between

The Israel Airports Authority (the “IAA”)

AND

(the “Supplier”)

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Contract No. __________ This contract no. __________ (the “Contract”) is made and entered into as of ______ (the “Effective Date”) by and between: THE ISRAEL AIRPORTS AUTHORITY, incorporated by and under the Airports IAA Act 1977, and having its registered office at POB 7, Ben Gurion Airport (the “IAA”), and ______, a company registered and incorporated under the laws of the State of______, registration number ______, having its registered office at ______ (the “Supplier”) (The IAA and the Supplier are each referred to as a “Party”, and collectively as the “Parties”)

WHEREAS The IAA holds, operates, develops and administrates the Israeli airports, pursuant to the Israeli Airport IAA Act 5737 - 1977; and

WHEREAS The IAA has issued a request for proposals for tender No. 2014/197/0013 for the Design, Supply, Installation and Maintenance of an Aeronautical Message Handling System (AMHS) for the IAA (the "Tender"); and

WHEREAS The Supplier was declared as the Awarded Bidder of the Tender in accordance with the provisions of the Tender Documents; and

WHEREAS The Parties wish to set forth the terms and conditions for the procurement of the Systems (as defined below), all as provided herein;

NOW THEREFORE, the Parties hereto agree as follows. 1. DEFINITIONS

In this Contract, the following terms shall have the meanings ascribed below. Capitalized terms which are not defined herein, shall have the meaning ascribed thereto in the Invitation and the remainder of the Tender Documents.

"Base Index" The PPI rate known as at the Proposal Submission Date which is ________.

"Component" Any and all component or sub-component of System, including any hardware, software and firmware and any equipment and/or material, including any Spare Parts and Test Equipment, of any kind that are necessary for the System to comply with the System Requirements.

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"Contract" This Contract including the preamble thereto and all its Annexes, as amended from time to time, with the written approval of the IAA.

“Contract Period” The period commencing as of the Effective Date and ending with the expiration of the Maintenance Period.

"Current AFTN System" The existing operational message handling system used by the IAA on the Effective Date and that is designated to be replaced by the new AFTN/AMHS System.

"DAP" Delivered at Place (DAP) as per Incoterms 2010

“FCA” FCA as per Incoterms 2010.

"Final BOQ" Such BOQ issued by the IAA to the Supplier with regard the System which shall be attached hereto as Annex “C1”.

"IAA Infrastructures" Any operational and/or technological system and/or any other existing and/or planned structure on Site, IAA's electrical installation, electricity, water, sewage, all as described in the Technical Requirements.

"Law" The Israeli Law, including statutes, regulations, rules, rulings, ordinances, directives, codes, judicial decisions and instructions, as shall be in force from time to time.

“Option” One complete optional expansion of the System and additional Components, including all Works that required for implementing such expansion, as specified in sections 11-12 of the BOQ, which may be purchased by the IAA, at its sole discretion.

“PPI” The official Production Price Index in the country where the Systems are manufactured, as indicated in the Supplier’s Price Proposal.

"Proposal" The Supplier's Proposal to the Tender as submitted in accordance with the provisions of the RFP, and as accepted by the IAA.

"System" New and original Aeronautical Message Handling System (AMHS) (which includes the Basic System and the Complete System) that was proposed by the Supplier in its Proposal for the Tender and that contain all components that are required in order for such systems to

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comply with the Technical Requirements, including any Options.

“Site” Ben Gurion International Airport.

"Software" Shall mean the software, as characterized in the Technical Requirements, which shall be part of the System and enable its operation, including any new versions and releases thereof, which shall be developed by the Supplier and/or by third parties.

“Spare Parts” New and original spare parts of the System and/or a Component that are required, according to the manufacturer's instructions, for the proper operation and scheduled maintenance of the System and/or a Component and Test Equipment, in the quantities as may be ordered by the IAA from time to time, at its sole discretion, during the Contract Period.

"Submission Date" The last date for the submission of Proposals to the Tender which is ______________.

"Supplier's Proposal" Supplier's Proposal to the Tender, including the Table of Compliance ("TOC") and the bill of quantities attached thereto, which is attached as Annex "B".

"System Requirements" Any and all standards of performance, availability requirements, functionality requirements and specifications, which shall exist in the System and/or that the System must fulfill, including, without limitations, any and all standards of performance, availability requirements, functionality requirements and specifications contained in this Contract generally, in the Approved Design Documents and as specified in Chapter 4 of the Technical Requirements.

“Technical Requirements”

The detailed technical appendix attached hereto as Annex "A" and the final version of the TOC, as approved by the IAA.

“Tender Documents” As defined in Section 2 of the RFP to the Tender published on February 2 , 2015 and including any and all Addenda.

"Time for Completion" As defined under section 11.

"Users" All users of the Systems that are specified in Chapter 2 of the Technical Requirements, and any other additional

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2. ANNEXES

All the following documents, hereby incorporated into the Contract or incorporated by reference, including all annexes and attachments thereto, shall constitute an integral part of the Contract (the "Annexes").

Annex "A" The Technical Requirements

Annex "B" The Technical Proposal and Tables of Compliance

Annex "C" The Price Proposal

Annex "C1" The Final BOQ (to be added)

Annex "D" IAA’s Insurance & Liability Requirements

Annex "E" IAA's Site Rules, Safety and Health Requirements and Regulations

Annex "F" Form of Guarantees

Annex "G" Security, Data Protection and Confidentiality

Annex "H" Bank Approval Regarding Account Information

Annex "K" IAA Facility Agreement (to be added if required)

3. INTERPRETATION

3.1. The preamble to this Contract and its annexes constitute an integral part thereof.

3.2. Words that are in the singular include the plural, words that are in the plural include the singular, words that are in the masculine include the feminine and words that are in the feminine include the masculine.

3.3. The headings of the sections and annexes are intended for convenience only and should not be used for the interpretation of this Agreement.

3.4.

users as may be determined by the IAA, at its sole discretion, during the Contract Period.

"Works" The design, development, manufacturing, supply, commissioning and testing of the System, the Training and any Warranty and Maintenance Services, including all work, service or task to be performed with respect therewith, pursuant to this Contract, and the Tender Documents.

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4. ORDER OF PRECEDENCE

4.1. In the event of conflict between this Contract and the other Tender Documents, the provisions of the Contract shall prevail. In the event of conflict between this Contract and any of its Annexes or conflict within the documents comprising any of the other Tender Documents, and in the absence of any other stated priority, the Supplier shall be obligated to comply with the stricter requirement on the Supplier’s part, unless otherwise specified expressly determined by the IAA.

4.2. The Supplier shall notify the IAA immediately of any discovered ambiguity or conflict within or between documents, error, omission, deficiencies, defects or lack of necessary detailed description in the Contract and/or the Annexes, and request the IAA’s clarification and direction.

5. REPRESENTATIVES OF THE PARTIES

5.1. The IAA Representative

5.1.1. The IAA shall be represented for the purposes of this Contract by the IAA Deputy Director General of Information Systems and/or anyone appointed on its behalf (the "IAA's Representative").

5.1.2. The Supplier and/or anyone on its behalf undertakes to cooperate with the IAA's Representative and shall provide it with any and all information and documents as may be required in the course of the Project and in accordance with this Contract. Any appeal to anyone other than the IAA's Representative, and any instruction, response or approval to such request shall not be valid and shall not bind the IAA.

5.1.3. The IAA may from time to time replace the IAA's Representative, as it deems fit, and inform the Supplier in writing accordingly.

5.2. The Supplier's Representative

Supplier shall be represented for the purposes of this Contract by the following persons (the "Supplier's Representatives"):

5.2.1. The Supplier shall appoint a representative on its behalf who shall serve as the main representative authorized to commit on behalf of the Supplier with respect any matter concerning this Contract and a single point of contact of the Supplier ("Supplier's Main Representative"). Contact details of the Supplier's Main Representative shall be provided to the IAA upon signing of this Agreement. Supplier's Main Representative shall be available by phone and e-mail, during customary business hours.

5.2.2. Supplier may replace Supplier's Main Representative, subject to the prior notification to the IAA.

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5.2.3. In addition to the Supplier's Main Representative, the Supplier shall be required to appoint the person named by the Supplier as part of its Technical proposal to the Tender, who has the knowledge, ability and experience to carry out the Supplier's obligations in accordance with this Contract and has all necessary approvals, licenses and authorizations according to this Contract and/or any applicable law and who was pre-approved by the IAA to serve as the Project manager on behalf of the Supplier (the "Project Manager"). The Project Manager shall be dedicated to the Project and shall serve in its position during the entire Contract Period, participate in any meeting conducted with the IAA and shall timely reply to any request of the IAA by no later than 24 hours from the time such request was made.

5.2.4. The Project Manager shall gather and arrange all information, documents and activities, supervise the performance of the Works and the execution of the Supplier's undertakings hereunder and shall be the sole coordinator between the Parties for any and all matters concerning the performance of the Works.

5.2.5. The IAA reserves the right not to approve the appointment of the Project Manager and to demand its replacement, for reason grounds and at its sole discretion, by providing the Supplier a 30 days prior written notice. The Supplier will be obligated to replace the Project Manager with new Project Manager, who shall be approved by the IAA in advance and in writing (the "Alternative Project Manager"). Such replacement shall not cause any delays in the completion of the Works according to the Schedule.

5.2.6. The Alternative Project manager shall be skilled, professional and experienced in management of projects of similar scale and nature, and shall comply with all standards set in the Technical Requirements for a Project Manager

5.2.7. The Supplier shall be allowed to request the replacement of the Project Manager for special reasons only and subject to the prior written consent of the IAA.

5.2.8. For the removal of doubt it is clarified, that the approval by the IAA of the Project Manager or the Alternative Project Manager shall not derogate from the full responsibility of the Supplier to perform its obligations according to the Contract, including compliance with the Schedule, nor shall it impose any liability on the IAA for any act and/or omission by the Project Manager, the Alternative Project Manager and/or anyone on their behalf.

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6. THE PROJECT

6.1. The Supplier shall be responsible for the establishment of the System and for the performance on a "turnkey" basis of any and all Works and services in connection with the design, customizing, manufacturing, delivery, installation, activation, operation and maintenance of the System (save for such works or services that is specifically excluded), in accordance with the provisions of this Contract, including, inter alia, the Technical Requirements and the Approved Project Execution Plan (the "Project").

6.2. As specified in section 7.1.3.1 of the Technical Requirements, the Project shall be implemented in two main stages:

6.2.1. The Basic AFTN Stage (stage 1) – the Basic System: in this stage the Supplier shall set up a new AFTN/AMHS System according to the System Requirements and specifications that are stipulated in Chapter 4 of the Technical Requirements. At the end of this stage, the AFTN/AMHS System will be required to operate with capabilities, functionalities, capacities and interfaces that shall not be less than those of the Current AFTN System, in a manner that the new AFTN/AMHS System will be able to continue and cater the same services at the same service levels as the Current AFTN System, for all of its Users.

During the Basic AFTN Stage, the Supplier will set up the temporary Communication Room, which shall provide the same international and domestic connectivity capabilities and will be established in parallel to the existing communications room.

The Current AFTN System will continue to work concurrently with the new AFTN/AMHS System during the Soak Period in full operating mode, while all interfaces be gradually transferred from the Current AFTN System to the new AFTN/AMHS System, until the IAA decides, at its sole discretion, that the new AFTN/AMHS System can completely replace the Current AFTN System, at which time the Current AFTN System will be disconnected.

As of the commencement of the Soak Period of the Basic AFTN Stage, the Supplier shall be required to provide Maintenance Services, as specified in section 18.8 below.

6.2.2. AMHS Stage (Stage 2) – the Complete System: during this stage, the Supplier will upgrade, improved and expand all Components of the Basic System and shall perform any necessary Works, including additional design and developments that may be required, so that that the System will comply with the ATS Message Handling System (AMHS) System Requirements and AMHS Stage capabilities, as specified in Chapter 4 of the Technical Requirements.

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The Supplier shall transfer the temporary Communication Room to a permanent one, while maintaining the uninterrupted operation and services of the System.

For the avoidance of doubt, it is expressly clarified that the terms and conditions stipulated in this Contract apply to both Stage 1 and Stage 2, mutatis mutandis. In addition, it is further clarified that the implementation of the second stage – the AMHS Stage, will be contingent upon the successful completion of the Basic AFTN Stage and the issuance of the Final Acceptance Certificate for the Basic AFTN Stage.

6.3. Supplier undertakes to perform the Works and provide the IAA with the Basic System and the Complete System in accordance with the requirements set out if the Technical Requirements, on the dates detailed in the Approved Project Execution Plan and in high standard and quality, all as further detailed in this Contract.

6.4. The Supplier acknowledges and agrees that the quantities stipulated in the Price Proposal are for evaluation purposes only, and that the IAA shall not be bound by the quantities of the components listed therein. The definitive components of the System will be determined by the IAA, at its sole and exclusive discretion in the framework of the Final BOQ which will be issued following the Kick-Off Meeting (as defined below).

6.5. The Works, including all materials, equipment, services and workmanship related thereto, shall be of the required quality and meet all applicable standards, issued from time to time, which are applicable to the Project and/or the Works, and shall be in accordance with the provisions of this Contract.

6.6. The Works shall include any work which is necessary to satisfy the obligations of the Supplier as set forth in this Contract or which may arise from any obligation of the Supplier hereunder, and all works not mentioned in this Contract but which are necessary for the safe, reliable, efficient and accurate performance and completion of the Works, subject to the explicit exclusions from Supplier’s scope of supply and services as set forth in the Technical Requirements and subject to the IAA’s choices with respect to the Options granted hereunder.

6.7. To remove any doubts, should it transpire that anything has been omitted from the Works which is necessary for the completion of the Works according to the true intent and meaning of this Contract, the same shall be regarded as having been provided for by the Supplier within the Contract Price and shall be supplied and or performed by the Supplier at its own cost.

6.8. Without derogating from the generality of the above, it is emphasized that the Supplier is required to provide the IAA with a complete System; therefore, in the event that any item which is an integral part of the Project and/or necessary for the completion of the Works is not specified and/or was omitted from the Technical

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Requirements or the Proposal, such item shall be regarded as included in the obligations of the Supplier under this Contract and within the Contract Price.

6.9. Subject to the provisions of this Contract, due to the complexity of the Project and of the Works, the IAA reserves the right to make any alterations, deviations, additions to or deletions from the Works, or any part thereof, and to the Time for Completion, and the Supplier shall be obligated to carry out any determination of the IAA as contemplated by this Section 6.9, provided that the execution of such changes in the Works is technically feasible and is carried out in compliance with the provisions of Section 22 (Variations) below.

6.10. Any proposal, inspection, examination, consent, approval or similar act by the IAA and/or anyone on its behalf shall not relieve the Supplier from any of its liabilities or obligations under this Contract, unless otherwise explicitly provided therein. In addition, failure by the IAA to inspect or reject, or otherwise to exercise any function entrusted to him shall not release the Supplier from its responsibilities under this Contract or constitute a waiver thereof.

7. RIGHT TO PERFORM

7.1. Without derogating from any of the obligations of the Supplier or its overall responsibility for the successful execution of the Project, the IAA reserves the right to procure instead of the Supplier, at any time during the Contract Period, by itself or by anyone on its behalf, at the IAA's sole discretion and after a written notification was issued to the Supplier in advance, any of the CFE (Customer Furnished Equipment), as part of the IAA's scope of supply, as detailed in section 1.9 of the Technical Requirements, (the "IAA Right to Perform").

The IAA Right to Perform shall be coordinated between the IAA and the Supplier, and the Supplier shall be required to perform any installation and integration work in connection with such Components for no additional consideration and as part of the Works.

7.2. The Supplier hereby explicitly and irrevocably undertakes to provide the IAA (and/or anyone on its behalf), with all assistance necessary in order for the IAA to implement the IAA Right to Perform.

7.3. Without derogating from Section 7.4 below, the Supplier shall be fully responsible to provide the IAA, within the framework of the Supplier’s Proposal or within 3 working days from the date of the notification by the IAA of its intention to exercise the IAA Right to Perform, as the case may be, with no additional cost, all information, documentation, data, configurations, specifications necessary in order to enable the IAA to successfully exercise the IAA Right to Perform.

7.4. The Supplier shall bear full and complete responsibility for all damage and/or loss caused to the IAA due to any fault, error, omission, incoherency, discrepancy and/or any other default of any kind and type, as may be resulted from the

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performance of its obligations pursuant to the provisions of Sections 7.2 and 7.3 above.

7.5. Nothing in the provisions of this Section 7 shall be deemed to limit the Supplier's obligations pursuant to the Contract, including with respect to the successful and timely performance and implementation of the System in accordance with the Approved Project Execution Plan, the Contract and the Technical Requirements. Moreover, it is hereby clarified that the exercise by the IAA of its rights pursuant to this Section 7 will not entitle the Supplier to any payment and/or remedy and/or relief in this respect, and the Supplier hereby waives any claim and/or demand against the IAA with respect thereto.

7.6. In case the IAA has exercised the IAA Right to Perform, the relevant costs of the purchase and/or delivery of any Component and/or Work shall be deducted from the System Price or Option Price, as the case may be, in accordance with the respective prices of such Works or Components that are stipulated in the Price Proposal.

7.7. In the event that the IAA has exercised the IAA Right to Perform, as specified above, Supplier shall be required to provide, during the Maintenance Period, full Maintenance Services, in accordance with the provisions of this Contract with respect to such Components and/or Works that were provided by the IAA. The Maintenance Price shall be updated based on the value of such Components according to the Price Proposal and if such cost was not stipulated in the Price Proposal then the Maintenance Price shall be updated in accordance with the price that was actually paid by the IAA with respect to such Component.

8. REPRESENTATIONS AND WARRANTIES

The Supplier represents and warrants as follows:

8.1. It has all requisite power and authority to enter into this Contract and that it has taken all necessary corporate actions to authorize the signing of this Contract and performance of the Works contemplated hereunder.

8.2. Each of its obligations under this Contract constitutes a valid and binding obligation, and it has the necessary and adequate skills, expertise, experience and professional ability, required to manufacture and supply the System and for the performance of its obligations in accordance with the provisions of this Contract.

8.3. The execution, delivery and performance of this Contract and each obligation contemplated hereunder, does not and will not violate in any respect a provision of: (i) any law or treaty or a judgment, ruling, order or decree of a governmental agency which is binding on or applicable to it; (ii) the Supplier’s incorporation documents and by-laws; or (iii) any other document, agreement or security interest that is binding on the Supplier or its assets.

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8.4. The Supplier shall ensure, at all times, the employment of sufficient and adequate personnel as required for the timely performance of its obligations under the Contract.

8.5. It has good, valid, and enforceable title, free and clear of all security interests, to the Systems, the Components and/or any part thereof and shall not create or permit the creation of any lien, encumbrance, or security interest in any System the Components and/or any part thereof.

8.6. The design, construction, shipment, packaging and quality of the System, its Components and/or any part thereof, including the Spare Parts, to be supplied under this Contract, comply in all respects with all relevant requirements of any statute, statutory rule or standard of order, which may apply to such equipment at the time when the same are supplied.

8.7. The Supplier shall use all reasonable care and skill in manufacturing the Systems and shall ensure that System and its components are new and original, of satisfactory quality, fit for its purpose, free from defects in workmanship materials and design, accords in all respects with the System Requirements and the specifications specified in the Technical Requirements, safe for use as intended, conform to all requirements established by the IAA and do not infringe any intellectual property right of any third party.

8.8. It has carefully read and understood the Tender Documents including the Technical Requirements, that it has visited the Site and examined, as an expert, all of the conditions, factors, circumstances and data relating to supply of the System and the execution of the Works, and is fully aware of the obligations, risks and liabilities assumed by the Supplier thereunder.

8.9. The Supplier further represents that based on such evaluation finds the performance of its obligations in accordance with the provisions of this Contract feasible and practicable without any additional consideration other than the Consideration as specified in section 19 hereunder, and hereby waives any claim in this regard, especially in regard to the effect of such parameters on the Schedule and cost.

8.10. At all times during the term of this Contract and notwithstanding the existence of any dispute of any kind, the Supplier shall perform its obligations under the Contract, in a diligent manner and without delay, and shall comply always with all the provisions of the Contract and the instructions of the IAA.

9. GENERAL OBLIGATIONS REGARDING THE EXECUTION OF WORKS

9.1. Compliance with the Law and Applicable Standards

9.1.1. For the performance of its undertakings under this Contract including the performance of all Works, the Supplier shall acquaint himself and shall

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comply with all applicable Law, including such local laws that might affect the performance of the Works by the Supplier.

9.1.2. All work product executed by the Contractor under this Agreement, including, without limitation the Design, the Design Documents, all “as built” records, any operation and maintenance manuals, the execution of any and all parts of the Works and the System shall comply with the technical standards applicable to the Works and the Project, including but not limited to the standards referred to in Annex 1-B of the Technical Requirements. In the event of a conflict between any of the applicable standards, the more stringent requirement shall govern.

9.1.3. For purpose of performing the Works, any reference in this Contract to the applicable Law and/or standard shall be understood to refer to the latest edition applicable on the date of performance of the Works or any part thereof, but not later than the date of Final Acceptance of the System. In the event of enactment or amendments of Law which require alteration of the Works, Section 14.1 (Variations) shall apply, including with regard to time extensions for completion and reimbursement of additional costs, if necessary. The above shall not apply to any enactment or amendment of rules and regulation of ICAO and/or any other international organization, and any required changes shall be deemed included in Supplier's obligations under the Contract.

9.2. Interfaces and Coordination of Works with others

9.2.1. During the term of this Contract, the Supplier shall be obligated to cooperate, assist and coordinate the performance of the Works, including the design, installation and commissioning of the System, with the IAA, other contractors working on Site and other works carried out with respect to the Project, either directly with the other contractors or through the IAA’s Representative.

9.2.2. Without derogating from the generality of the foregoing, the Supplier may be required by the IAA to provide such information with respect to the Works to other contractors engaged by the IAA as may be necessary or advantageous to the execution of the Project. The Supplier shall attend all regular meetings while on-site; in addition, the Supplier shall attend other meetings if they are urgent and if the Supplier cannot give its input or perform its role effectively at such meeting by other means, without physically attending it.

9.2.3. The IAA shall inform the Supplier about such other works performed by other contractors in due time in order to enable proper coordination between the Supplier and such other works. The Supplier shall not claim any extension to the Time for Completion with respect to the Works arising out of its failure to reasonably coordinate the progress of the

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Works with such other contractors, subject however to the provisions of Section 11 (Time For Completion) below.

9.2.4. Nothing herein shall derogate from the responsibility of the Supplier to familiarize itself and to make independent inquiries regarding any potential interfaces which may have an effect on the performance of the Works and/or on the Time for Completion.

9.2.5. Without derogating from the generality of the aforementioned, the Supplier must consult and co-operate with the IAA and any of the other Contractors and make the necessary accommodation and adaptations in order to ensure the compatibility between the System and the IAA Infrastructures and the between the System and other systems and/or interfaces as specified in Chapters 5 and 6 of the Technical Requirements.

9.2.6. For the removal of doubt, the Supplier shall not be responsible for the systems and information provided by third parties, however, in the event of any defect or failure in any with an interfacing system or infrastructure, the Supplier will be responsible, as part of the Works and with no additional consideration, to cooperate with the IAA to identify and diagnose the source of the failure. The Supplier shall support, assist and collaborate with IAA and other contractors as required in the resolution of these issues and provide all necessary documentation, information and access required in order to ensure the resolution of the failure in a timely manner.

9.3. Reports

9.3.1. The Supplier shall provide the IAA with progress reports as shall be reasonably requested by the IAA. Without derogating from the generality of the above, the Supplier shall monitor the progress of all Works, and supply the IAA with periodic progress reports, in accordance with section 7.4.4 of the Technical Requirements.

9.3.2. The said reports shall be delivered on the dates, in the format and will include all necessary information as determined in the Technical Requirements.

9.3.3. The Supplier will immediately notify the IAA in the event that it becomes aware of any expected delay to the execution of the Works and of any concern of such delay, for any reason whatsoever, and/or any other risk to the Works or material event that may have occurred or claims submitted with respect to the Works.

9.3.4. During the entire term of this Contract, the Supplier shall participate in any meetings held by the IAA, as specified section 7.4 of the Technical Requirements, in which the Supplier will present its progress reports and shall provide updates regarding the execution of the Project. Without

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derogating from the above, the IAA shall be entitled schedule additional meetings, as may be required, in which the Supplier will be required to attend, subject to prior notice.

9.3.5. For the avoidance of doubt it is clarified that the above undertakings are included in the scope of Works and the Supplier shall be required to perform such obligations without additional consideration.

9.4. Permits

The Supplier shall, at its sole responsibility and expense, obtain and maintain in effect all approvals, permits, certifications and licenses required for the execution of the Works and the Project according this Contract, including the manufacturing, supply and operation of the Systems in accordance with the System Requirements and the provision of all ancillary services pursuant to this Contract, save for any approvals, permits, certifications and licenses which are to be provided by the IAA pursuant to the Technical Requirements.

9.5. Safety and Site Rules

9.5.1. The Supplier and/or anyone acting on its behalf and/or anyone engaged on behalf of the Supplier in the execution of the Works shall comply with IAA's Site Rules, Safety and Health Requirements and Regulations attached hereto as Annex "E", including instructions of the IAA’s safety inspector and all applicable safety laws, and will diligently endeavor to meet or exceed international and Israeli safety standards.

9.5.2. The Supplier shall maintain safety precautions and programs, so as to prevent injury to persons or damage to property arising from the performance of its obligations under this Contract.

9.5.3. The Supplier shall be responsible for ensuring compliance with all safety and health laws which are relevant to the Project, including the appointment of a safety officer according to applicable work safety regulations. The safety officer of the Supplier shall act in coordination with the general safety officer of the IAA and shall be subject to the IAA’s safety officer’s directions.

9.6. Storage Facilities and Offices

9.6.1. To the extent required, the IAA will provide the Supplier during the Contract Period, with offices and storage facilities on the Site, including necessary infrastructure and services such as electricity, water, communication, etc., all as are at the disposal of the IAA and on the terms specified in the IAA's Facility Agreement which will be attached in such case to this Contract as Annex "I"

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9.6.2. The Supplier shall be responsible for guarding and insuring its offices, materials and equipment infrastructure on Site against any theft or other damage, and shall take all necessary measures in this respect.

9.6.3. The Supplier warrants that the abovementioned shall not entitle the Supplier to any additional consideration and/or derogate from any of the Supplier's undertakings under the Contract, especially with respect to the completion of the Project on time, according to the Schedule and in accordance with the Technical Requirements.

9.7. Site Clearance

9.7.1. The Supplier shall at all times keep the Works and the Works area clean and in safe condition and free from all unnecessary obstruction, including in such a manner as to enable the IAA to engage in other activities required for the execution of the Works.

9.7.2. If the Supplier fails to comply with the obligations under this subsection, and does not remedy such failure following a reasonable prior notice, then the IAA may sell or otherwise dispose of such unnecessary items (e.g., as rubbish), and shall be entitled to reimbursement for any costs incurred by it.

9.8. Access to Site

The IAA shall be responsible for providing the Supplier reasonable access to the Site and to all other areas it controls which are reasonably required for the proper execution of the Works, provided that the Supplier shall give a reasonable prior notice to the IAA of its need for access to such other areas, and subject to the customary procedures of the IAA for granting any such access.

9.9. IAA’s Information and Approvals

9.9.1. The Supplier is required to ascertain the correctness of any information provided by the IAA or anyone on its behalf, before or during the Contract Period, and to notify the IAA of any discrepancies or errors therein immediately after discovering such error.

9.9.2. The Supplier shall apply to receive IAA’s written consent, wherever IAA’s consent, explicitly or implied, is required according to this Contract or the Technical Requirements, without derogating however, from the Supplier’s responsibilities and liabilities, and IAA bears no responsibility or liability whatsoever in connection with the review (with or without objections) or with any approval given to, or denied from, the Supplier, with respect to any matter or document, including but without limitation drawings, design, plans, tests, or otherwise.

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9.9.3. For any matter that requires the approval of the IAA according to this Contract and the Technical Requirements, the Supplier shall submit its proposal to the IAA, which shall review the proposal and shall either approve the Supplier's proposal or reject it (or any part thereof). Should the IAA reject Supplier's proposal, the IAA shall notify the Supplier of the reason of the rejection, and the Supplier shall then be obligated to furnish the IAA within the date stipulated by the IAA, with a revised proposal incorporating the IAA's comments.

9.9.4. Any proposal, inspection, examination, consent, approval or similar act executed or issued by the IAA under the Contract, shall not release the Supplier from its liabilities and obligations under the Contract.

9.9.5. Any failure by the IAA to inspect, examine, reject or otherwise exercise any function entrusted to it under the Contract, shall not release the Supplier from its liabilities and obligations under the Contract or be deemed a waiver thereof.

10. SUPPLIER'S PERSONNEL

10.1. The Project Team

10.1.1. The Supplier shall be responsible for the employment of sufficient and adequate personnel, during the entire term of this Contract, as shall be required for the timely performance of its obligations under the Contract and in accordance with section 7.2 of the Technical Requirements. The project team shall consist of Supplier's personnel and subcontractors, having the appropriate qualifications and capabilities, as specified in section 7.2 of the Technical Requirements, which were presented by the Supplier in its Proposal to the Tender (the "Project Team").

10.1.2. The Supplier shall ensure that the Project Team shall be comprised of professional and skilled personnel, with proper authorization and permits and suitable for the performance of the Supplier's obligations under this Contract.

10.1.3. The Supplier represents that no member of the Project Team is an entity listed in Section 7.2.1.1 of the Technical Requirements. No party that participated as a Bidder in the Tender shall be appointed as a Subcontractor of the Supplier without the prior approval of the IAA.

10.1.4. Notwithstanding any approval granted by the IAA under this Section, no subcontractor and/or any member of the Project Team shall relieve the Supplier of its responsibilities under this Contract, and the Supplier shall be fully responsible for the acts or omissions of any subcontractor, its personnel, agents, staff or workmen as fully as if they were the acts or omissions of the Supplier itself.

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10.1.5. The Supplier shall include in its contracts with any member of the Project Team, applicable provisions to ensure that the Project Team acknowledge and accept the IAA's rights in accordance with the Contract, and are bound by the respective obligations and undertakings of the Supplier pursuant to the Contract.

10.2. Replacement of the Members of the Project Team

10.2.1. Unless otherwise expressly provided, the Supplier must obtain the IAA’s prior written approval before appointing any subcontractors to carry out the Works or any part thereof. The Supplier shall not replace any subcontractor and/or member of the Project's Team, except under exceptional circumstances and subject to the receipt of the IAA's prior written approval. Without limiting the generality of the foregoing, it is hereby clarified that any such substitute subcontractor shall be required to comply with the provisions of this Section 10.

10.2.2. The IAA reserves the right to demand, at any time, at its sole discretion, the replacement and/or removal of any subcontractor and/or member of the Project Team, by an advance written notice of 45 days. Such replacement and/or removal will not derogate from any of the Supplier's obligations under the Contract, and in particular the Supplier’s obligation to meet the Schedule.

10.2.3. Without derogating from the provisions of this section 10 above, any refusal by the IAA to approve any of the Supplier's subcontractors and/or request to replace any member of the Project Team shall be for reasonable grounds, subject to the security regulations and instructions of any governmental authority by which the IAA is bound.

10.3. Independent Contractor

10.3.1. The Supplier declares and confirms that this Contract is an agreement for the provision of services and work, and that it is an independent contractor. The Supplier, its employees or its shareholders will not be considered IAA’s employees in any event and under any circumstances. For the avoidance of doubt it is hereby clarified explicitly, that in this Contract, employer-employee relationships are not created between IAA and the Supplier, nor between IAA and any of the Supplier’s employees, subcontractors, shareholders or any person acting in its name or on its behalf in connection with this Contract, as an agent, contractor or any other status. Any right of IAA to order, supervise, or instruct the Supplier, its employees or its subcontractors in the performance of this Contract, does not create employer-employee relations.

10.3.2. The Supplier alone will be responsible for payment of all wages, salaries and any other moneys due to its personnel, and shall be responsible for complying with all reporting requirements and obligations with respect to

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them, including but not limited to social security tax, income tax, and other employee benefits, and further shall be responsible for obtaining licenses, working permits or any other authorizations required under all applicable laws.

10.3.3. With regard to Supplier's employees, the Supplier shall meet all of the obligations and responsibilities which are applicable under Israeli law and the Supplier's local law and, specifically, the obligations relating to health and safety in the workplace and wage and social security payments.

11. TIME FOR COMPLETION

11.1. The Supplier shall proceed with the Project diligently in accordance with the Approved Project Execution Plan and shall complete each of the Milestones contained therein within the time for completion thereof and the schedule specified in section 7.3.2 of the Technical Requirements (the "Time for Completion").

11.2. For the avoidance of doubt, it is hereby clarified that every Milestone shall be deemed completed only after the IAA has inspected and approved the performance of the relevant Milestone in accordance with the terms of the Contract and the Approved Project Execution Plan and has issued a written approval regarding successful completion of such Milestone in addition to an approval by the IAA for the Supplier to continue with the performance of the next Milestone.

11.3. The Supplier acknowledges that the performance and the completion of the Project on time in accordance with the Approved Project Execution Plan is a material term of the Contract.

11.4. The Supplier shall be responsible for any delay in the execution of the Works and the performance of its obligations under this Contract and for any deviation from said Time for Completion, except under the following circumstances:

11.4.1. A Variation Order was issued in compliance with Section 22, thereby updating the schedule;

11.4.2. Due to an act or omission of the IAA or failure of the IAA to fulfill any of its obligations under the Contract, except when due to a cause attributable to the Supplier;

11.4.3. Works were suspended pursuant to Section 11.9, except when due to a cause attributable to the Supplier;

11.4.4. Force Majeure Event in accordance with section 25 below.

11.5. Without derogating from the Supplier's obligations under Section 11.1 above, upon the occurrence of any of the events specified in section 11.4 above, or in the

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event that it becomes evident to the Supplier or the IAA, at any time, that the progress of the Works is delayed or that it might not meet the Time for Completion, the Supplier shall be required notify the IAA immediately, and shall specify in its notice the reasons, the duration and any expected concerns due to such delay.

11.6. The IAA shall grant the Supplier such extension of time as may reasonably be justified and shall notify the Supplier accordingly. In any event that the IAA has granted an extension of the Time for Completion, the Works shall be carried out in accordance with the revised schedule issued by the IAA. For the removal of doubt it is clarified that the extension that may be granted by the IAA shall be Supplier's sole remedy and the Supplier shall not be entitled to any compensation and/or indemnification for such delay.

11.7. If the delay of the Time of Completion is not due to any of the reasons specified subsection 11.4 above, then, without derogating from any rights of the IAA under this Contract, the IAA shall have no obligation to consider the request or to grant the Supplier any such extension.

11.8. Liquidated Damages

11.8.1. Without derogating from any other right and/or remedy of the IAA, any delay in the successful completion of Milestone No. 3.7 in Section 7.3.2 of the Technical Requirements (commencement of Final Site Acceptance Test of the Basic System); Milestone No. 3.9 in Section 7.3.2 of the Technical Requirements (commencement of Soak Period of the Basic System and Activation of the System as fully operational) and Milestone No. 5.9 in Section 7.3.2 of the Technical Requirements (completion of Final Site Acceptance Test of the of the Complete System) (the “Critical Milestones”) shall entitle the IAA to liquidated damages in the amount of US$ 15,000 per each month of delay (the "Liquidated Damages"). If the delay does not amount to one full month, the amount of Liquidated Damages shall be prorated according to the number of days of delay

11.8.2. The Parties hereby agree that the above specified Liquidated Damages will constitute an appropriate and reasonable compensation for the damages caused to the IAA in said circumstances, however the Liquidated Damages shall not derogate from any of Supplier's obligations under this Contract nor constitute an agreement of the IAA for any failure of the Supplier to comply with such obligations. Additionally, the collection of such Liquidated Damages for Delay, in whole or in part, shall be without prejudice and shall not be deemed as limiting any other rights of the IAA according to this Contract and/or any law.

11.8.3. The Supplier shall pay the IAA, within 14 days from the date of issuance of written demand to such extent. The IAA may set off the Liquidated Damages, due to it under the Contract, from the consideration payable to

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the Supplier and/or collect them from the Guarantees, or collect them in any other manner.

11.9. IAA's Right to Delay or Suspend the Works

11.9.1. At any time during the Contract Period, the IAA shall be entitled, for any reason to delay and/or suspend all or any portion of the Works, by such periods as determined in writing by the IAA (a "Suspension").

11.9.2. If the Project or any part thereof is delayed or suspended as aforesaid, the Supplier shall use its best efforts to minimize costs associated with such Suspension and shall adopt all reasonable measures necessary to safeguard those parts of the Project that have been performed, and to guard, protect and insure them, all as necessary and in accordance with the IAA instructions.

11.9.3. In the event that the Suspension exceeds 90 consecutive working days, and provided that the Suspension was not caused due to an act or omission of the Supplier, or issued further to Supplier's request, Supplier shall be entitled to reimbursement of documented direct costs, to the extent that such costs directly result from the Suspension of the Works, subject to the Supplier’s duty to mitigate such direct costs and provided that the Supplier requested reimbursement of such costs within 30 days from the termination of the Suspension. In addition, in the event that a completion of any Milestone shall be delayed due to such Suspension, the Supplier shall also be entitled to an appropriate extension of the Time for Completion of such Milestone.

11.9.4. It is agreed that the Supplier shall not be entitled to any compensation for a Suspension period of less than 90 consecutive working days and the Supplier hereby waives any claims and/or demands in regard of such Suspension.

11.9.5. For the avoidance of doubt it is hereby clarified, that in any event of Suspension the Supplier shall not be entitled to terminate this Contract, and the Supplier hereby waives any claims and/or demands in this respect. The remedies provided in this section 11.9 shall be exhaustive and in full satisfaction of the Supplier’s claims with respect to Suspension, and other than explicitly provided herein, the Supplier shall not be entitled to any other relief, remedy, compensation, indemnification or extension in connection with any delays.

12. PROJECT EXECUTION PLAN AND KICK-OFF MEETING

12.1. Following the signing of this Contract (ARO) a kick-off meeting will be held on Site in order for the Parties to define and finalize technical and administrative issues necessary for the commencement of the Works, as further detailed in section 7.3 of the Technical Requirements (the "Kick-Off Meeting").

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12.2. As part of the Kick-Off Meeting the Supplier shall perform the Official and Final Site Survey, and shall perform any additional necessary inspections on site. Failure by the Supplier to perform the Site Survey, or any part thereof, shall not derogate from the Supplier's responsibility for the completion of the Project in full and in time in accordance with the provisions of the Contract.

12.3. Following Kick-Off Meeting, the Supplier shall submit to the IAA a work plan which shall include a timetable and all the stages and sub-stages of the Project, as specified in the Technical Requirements (the "Project Execution Plan").

12.4. The IAA shall review the proposed Project Execution Plan and may either: (i) approve the proposed Project Execution Plan; or (ii) reject the proposed Project Execution Plan or any part thereof specifying the reason for rejection and any reservations and/or comments it may have.

12.5. Should the IAA reject the proposed Project Execution Plan (or any part thereof), the Supplier shall resubmit to the IAA within 7 calendar days from IAA's notice a revised Project Execution Plan incorporating the IAA's comments. The provisions of this Section 12.5 shall apply with respect to each Project Execution Plan (or any part thereof) resubmitted.

13. THE DESIGN

13.1. The Supplier shall prepare and submit to the IAA for its approval, within the stipulated dates set forth in the Approved Project Execution Plan, all the Design Documents specified in Section 7.3 of the Technical Requirements, including, without limitation, the Revised Requirements Definition Document, the System Architecture, the High Level Design and Detailed Design Documents (together, the “Design Documents”) for each System and for both Systems as a whole, as the case may be, and as required in the Technical Requirements.

13.2. As part of the Design Documents the Supplier will be required to detail and design the passive infrastructures required for the System (including communications rooms, servers, etc.) as specified in section 6.1.2 of the Technical Requirements. Said infrastructures shall be performed and prepared by the IAA.

13.3. In the preparation of the Design Documents, the Supplier is required to suggest the most suitable solutions for the design of the System and the execution of the Works according to its experience and expertise, while adhering to the conceptual principles set forth in the Technical Requirements and the requirements of the IAA.

13.4. The design performed by the Supplier under this Contract shall be carried out in a diligent and professional manner, and shall conform to the specification stipulated in the Technical Requirements, the Supplier's Proposal, the instructions of the IAA issued under this Contract, and with all applicable standards and good industry practices.

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13.5. All Design Documents executed by the Supplier shall be subject to the review and approval of the IAA. The Design Documents approved by the IAA shall be referred to herein as the “Approved Design Documents”, and all Works shall be carried out in accordance therewith.

13.6. Should the IAA reject and/or object to any part of the Design Documents proposed by the Supplier, the proposed design shall be returned to the Supplier, together with the review comments of the IAA. The Supplier shall furnish to the IAA a revised Design Documents (or any part thereof) incorporating all such comments, at the Supplier’s expense. The provisions of this section 13 shall apply with respect to each item resubmitted.

13.7. To remove any doubts, it is hereby emphasized that, notwithstanding the approval of the Design Documents, the IAA may subsequently require that changes in the design be made, and the Supplier shall carry out such changes in design, subject to the other applicable provisions of this Contract.

13.8. Notwithstanding any approval or rejection by the IAA of the Design Documents, the Supplier shall, pursuant to the provisions of this Contract, be responsible for any errors, omissions, ambiguities, inconsistencies, inadequacies and other defects in the Design Documents. The Supplier shall, at its own cost, rectify such faults and carry out any alterations or remedial work made necessary in the Works by such faults.

13.9. It is hereby clarified, that the approval by the IAA of the Design Documents shall not relieve the Supplier of any of its obligations under this Contract and shall not derogate from the full and complete responsibility of the Supplier's undertakings stipulated in the Contract including its responsibility for the completion of the Project in accordance to the Technical Requirements and on schedule. It is further clarified, that the approval by IAA and/or anyone on its behalf of any part of the Design Documents shall not impose any liability on the IAA and the Supplier herby waives irrevocably and shall be prevented from arising any claim and/or suit of any kind in this respect.

14. MANUFACTURING, SUPPLY AND DELIVERY

14.1. Following approval of the Design Documents and in particular the approval by the IAA of the specifications for the System and its Components, the Supplier shall be responsible at its own risk and cost for the procurement and manufacture of the Components and all materials, equipment and other items required for performance of the Works and the Project, and for the installation, commissioning and operation of the System, and any tools equipment or supplies required for the purposes of performing the Works but not constituting a permanent part of the Works, including all installation equipment and tools.

14.2. All Works shall be carried out using new and unused equipment and materials, consistent with the Design Documents, which are of the required quality and free

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from defects and deficiencies. All System Components shall meet the performance and other requirements of this Contract, and any non-dedicated hardware shall be such that can be serviced in Israel, in accordance with section 18.3.1 below.

14.3. The Supplier shall inform the IAA at least 30 (thirty) working days prior to the delivery of the System, and the IAA shall be entitled to inspect the System and/or any of the Components and participate in the factory acceptance tests, at the Supplier or manufacturer’s site, prior to its delivery in accordance with section 7.3.7.4 of the Technical Requirements (the "Factory Acceptance Test" or "FAT"). For the removal of doubt it is clarified, that the participation of the IAA in the Factory Acceptance Tests shall not derogate from any of Supplier's obligations to supply the System in accordance with the System Requirements and the Technical Requirements.

14.4. After successful completion of the Factory Acceptance Test, the System and its Components shall be delivered by the Supplier DAP (incoterms 2010) at Ben Gurion Airport, in accordance with the Approved Project Execution Plan and the Technical Requirement.

14.5. The equipment delivered by the Supplier shall be properly packed and secured in such a manner that will ensure it will reach its destination in good condition, including without limitation, packing for air/sea shipment and protected against humidity and environmental hazards, and as such shall be delivered by the Supplier, all on Supplier's account. Notwithstanding the above, the equipment shall be packed and secured in such a manner that complies with any applicable law and/or regulation.

14.6. All expenses and arrangements with regard to the delivery and/or packaging of the System and/or any of the Components (including, but no limited to inland transportation, loading and unloading of the equipment at the delivery point) up to the delivery point shall be borne by the Supplier.

14.7. If the IAA, for any reason, is unable to accept the Systems and/or Spare Parts at the time it is due and ready for delivery, the Supplier shall store the System and its Components, safeguard it and take all responsible steps to prevent its deterioration, and the IAA shall reimburse to the Supplier the reasonable costs (including insurance) incurred by Supplier in connection therewith.

14.8. The Supplier is responsible for acquiring, on its own account, all necessary export and import licenses required for the supply of the System and/or any of the Components and to pay all taxes required by its residence country government, in order to export such equipment to Israel.

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14.9. Transfer of Title

14.9.1. The ownership and title to the System and/or any Component shall pass to the IAA upon its arrival to the Site, without prejudice to the IAA’s right of rejection, as defined in section 14.10.

14.9.2. The ownership and title the System and/or the Components and any part thereof will fully pass to the IAA free and clear of all security interests, liens, attachment, encumbrance and any other rights or claims of any kind of any third party.

14.10. IAA’s Right of Rejection

14.10.1. The IAA reserves the right to reject any Component which (i) shall not meet, according to the IAA's opinion and sole discretion, the requirements stipulated in the Technical Requirements, or (ii) have been found by the IAA to be inferior to the Components stipulated by the Supplier in its Proposal. In case of such rejection, it shall be the Supplier's responsibility to provide such Components which shall meet the abovementioned requirements, at its expense.

14.10.2. When giving notice of rejection, the IAA shall return the rejected Component (or any part thereof). In such case, the Supplier shall replace such rejected Component (or any part thereof), within 30 days after receipt of the notice of the rejection, with delivery DAP, at Ben Gurion Airport. The replaced Component shall be in all respects in accordance with this Contract.

14.10.3. Any expense incurred by the IAA due to its exercise of its right of rejection under this section 14.10, shall be borne by the Supplier.

14.10.4. The exercise or non-exercise of the IAA's right of rejection as aforesaid, shall not derogate from Supplier's obligations under this Contract.

15. INSTALLATION AND COMMISSIONING

15.1. The Supplier shall be fully responsible that the installation and commissioning of the System shall be carried out in accordance with the Approved Design Documents, all applicable standards, the provisions of this Contract, including the Technical Requirements, and the instructions of the IAA given hereunder.

15.2. The Supplier shall deliver, at its own expense, all materials, tools, equipment, labor and resources required for such installation and in order to bring the System to full operating mode except for equipment, materials, tools and facilities that the IAA has explicitly undertook to provide in accordance with the provisions of the Technical Requirements.

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15.3. The Supplier acknowledges the significance of the System and the consequences of any interruptions to its continuous and reliable operation. The Supplier undertakes to perform the installation and commissioning of the Systems in a manner that will ensure the continuous operation of the System and the perfect transition from the Current AFTN System to the Basic System, and then from the Basic System to the Complete System with no disruptions to the operation of the Ben Gurion Airport. The responsibility of the Supplier shall be to ensure that the new System will operate with capabilities and capacities that shall not be less than those of the Current AFTN System and that it will cater all Users with the required services and outputs.

15.4. Without derogating from the Supplier's undertakings pursuant to the Contract, the Supplier shall install the System while ensuring the interoperability (i) amongst the System Components; (ii) between the System and the IAA's Infrastructure; and (iii) between the Systems and any IAA interfacing systems.

15.5. It is hereby clarified that if the IAA exercised its right to perform in accordance with section 7 above, the Supplier will have to ensure the perfect interaction between the System and the works and/or equipment provided by the IAA, as provided in said Section 7.

15.6. The Supplier shall perform the installation and commissioning of the System in cooperation and coordination with the IAA, and to the extent necessary, with the IAA's consultants and other contractors working on Site, as specified in section 9.2.

16. TESTING

16.1. Site Acceptance Tests (SAT)

16.1.1. The Supplier shall conduct site acceptance tests following installation and commissioning of each of the Basic System and the Complete System to determine whether the System is fully compliant with the Supplier's Proposal and the System Requirements (the "Site Acceptance Tests" or "SAT"). The Site Acceptance Tests shall be conducted in accordance with the procedures detailed in Section 7.3 of the Technical Requirements.

16.1.2. The Supplier shall provide the IAA with all the necessary documents detailing separately each component or process (“Test Cases”) to be examined during the SAT, as well as the standard for approval for each Test Case. Testing documents shall include reference to the test environment, safety precautions, tests forms and work plan, as stipulated in Section7.3 of the Technical Requirements. The IAA shall be entitled to examine and review said testing documents, request clarifications thereto, and may either approve or reject it, in which case the Supplier shall be required to resubmit the revised documents for the IAA's approval.

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16.1.3. The Supplier shall be required to remedy all defects which appear during the SAT by repair or replacement at its own expense. In addition, if the IAA shall conclude as a result of any inspection or test carried out under this section 16, that the Systems do not fully comply with Supplier's Proposal and/or with the System Requirements, the IAA shall inform the Supplier immediately in writing and the Supplier shall be responsible to take all steps as may be necessary to ensure such compliance at the time table to be determined by the IAA in accordance with the type of rejects. In such event, the IAA shall conduct repeated acceptance tests not later than within 5 days from the date set by the IAA for remedying such rejects.

16.2. Certification of the System

As part of the Supplier's obligations under this Contract and as a condition for successful completion of the SAT, the Supplier shall be required to complete operational certification of the System, as further specified in section 5.2 of the Technical Requirements, and according to the following:

16.2.1. As part of the SAT for the Basic System the Supplier shall be required to certify the System, so that as of completion of the certification process the Basic System will become operational and replace the Current AFTN System.

16.2.2. During the SAT for the Complete System, the Supplier shall perform the operational certification of the Complete System according to ICAO 020 – EUR AMHS Manual, so that as of completion of the certification process the System will be able to operate simultaneously in both AFTN and AMHS protocols.

16.3. Soak Test

16.3.1. Following successful completion of the System’s Site Acceptance Test each System will be tested, according to the procedures and the requirements, as specified in section 7.3.5.14 of the Technical Requirements, while operating in full capacities, for a period of not less than three (3) months (the "Soak Test" and "Soak Period", respectively). During the entire Soak Period, the System is required to meet the System Requirements and to comply with the Supplier's Proposal and the Technical Requirements, at all times.

16.3.2. During the Soak Test the Supplier shall maintain an on-site support team and shall be required to repair and/or replace any malfunctioning, non-compliant or faulty Component or part of the System and shall provide the IAA with the necessary Maintenance Services and, as stipulated in Section 8.3 of the Technical Requirements, all without any additional consideration.

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16.3.3. The IAA shall be entitled to extend and/or start over the Soak Test, all in accordance with the IAA’s explicit instructions and at its sole discretion. The Supplier shall not be entitled to any additional consideration with respect to such extended Soak Period.

16.3.4. During the course and as a consequence of the Soak Test, the IAA shall be entitled to request from the Supplier any update or amendment to the Documentation, as defined in Section 7.3.9 of the Technical Requirements, at the Supplier’s sole expenses.

16.3.5. Any failure to meet any of the System Requirements during the Soak Test shall be deemed a failure of the Project and as such the provisions of section 26.3.1 shall apply. The IAA shall be entitled to repair, at the expense of the Supplier, any failure not remedied by the Supplier in due time as stipulated in the Technical Requirements.

16.4. Final Acceptance of the System

16.4.1. In the event the IAA determined, in its sole discretion, that the System successfully passed the Site Acceptance Test and the Soak Test, the IAA will issue the Supplier with a final acceptance certificate for the System (the "Final Acceptance Certificate").

16.4.2. As a precondition for the issuance of the Final Acceptance Certificate the Supplier shall be required to provide the IAA with the Warranty Guarantee as stipulated in Section 23.3 below, and shall attest in writing that the System and all of its Components conform in all respects to the Supplier's Proposal, the Approved Design Documents, the System Requirements and fully comply with the Technical Requirements and the terms of the Contract, and are free from defects in design, material and workmanship

16.4.3. For the avoidance of doubt, the issuance of any approval, confirmation and acceptance certificate issued by the IAA under this Section 16, shall not derogate from the full and complete responsibility of the Supplier, as stipulated in the Contract, including its responsibility for the design and manufacturing of the System in accordance with the Technical Requirements and its fitness for its intended purpose, and shall not be deemed as a waiver by the IAA of any of its rights under this Contract, including, inter alia, the right to demand from the Supplier to remedy any non-compliance, at its own expenses, even if such non-compliance is discovered after the issuance of the Final Acceptance Certificate.

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17. TRAINING, TECHNICAL LITERATURE AND DOCUMENTATION

17.1. Training

17.1.1. The Supplier shall provide the personnel designated by the IAA, with training regarding the operation, use and maintenance of the Systems, as specified in section 7.3.8 of the Technical Requirements, so that at the end of the training, the IAA's personnel shall be able to operate the System and provide on-going maintenance and support services to ensure continuous and reliable operation of the Systems, at all times (the "Training").

17.1.2. The Training shall take place in the IAA facilities on Site or at the Supplier's locations, as shall be determined by the IAA, at dates which will be coordinated between the Parties. The Training shall be conducted in the English or Hebrew language and shall include theoretical and practical “hands-on” training, using the actual System Components and applicable user manuals and all in accordance with the provisions of the Technical Requirements.

17.1.3. The Supplier shall conduct examination and shall issue appropriate certification to each trainee who successfully completed the Training.

17.1.4. The Training shall also include a "train the trainer" qualification and certification for any IAA personnel and/or other trainees who underwent Training with respect to the Systems.

17.1.5. The Training shall be deemed to be included in the Supplier's Proposal and the Supplier shall not be entitled to any additional consideration for the performance of the Training. For the removal of doubt, the IAA shall bear the costs and/or expenses related to its personnel participation in the Training.

17.1.6. The IAA will be entitled to purchase additional training, in addition to the Training specified in Section 17.1.1 above (the "Additional Training"). The prices for such Additional Training shall be as stipulated in the Supplier's Proposal.

17.1.7. The Supplier shall indemnify the IAA and hold it harmless against any damage, loss, cost or expense incurred as a result of an act or an omission of the IAA’s personnel executed in accordance with the Supplier instructions conveyed during the Training, and which was not caused due to the IAA’s personnel gross negligence or willful misconduct.

17.1.8. Without derogating from the above, any repairs to the Systems performed by the IAA personnel, in accordance with the Supplier's Training instructions, shall not derogate from the Supplier's Warranty, as specified in section 18 below or any other Supplier's obligations pursuant to this

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Contract nor shall it derogate from the full compliance of such Systems with the Technical Requirements.

17.2. Technical Literature and Documentation

17.2.1. The Supplier shall provide the IAA with all technical literature required for the operation and maintenance of the Systems and/or any Component, all as further detailed in section 7.3.9 of the Technical Specifications (the "Documentation"). The Documentation delivered shall be the last edition thereof, and drafted in English, in formats and in quantities as specified in the Technical requirements.

17.2.2. During the Contract Period, the Supplier shall provide the IAA from time to time with any updates issued thereby of the Documentation.

17.2.3. The Documentation will include detailed documentation regarding the content of the System, its sub-systems and Components, detailed system configuration, technical specifications, drawings, bill of materials, manufacturer’s maintenance instructions and any other document required for the performance of the Maintenance Services. As part of the Maintenance Services, the Supplier shall update said Documentation once a year or upon System upgrade or major updates throughout the life cycle of the System.

18. WARRANTY, MAINTENANCE SERVICES AND SUPPORT

18.1. Supplier warrants and undertakes that during a period of 24 months as of the date of the Final Acceptance Certificate for the Complete System, the System and any part thereof shall conform in all material respects to the System Requirements and to all requirements and specifications specified in this Contract and the Technical Requirements (the "Warranty" and "Warranty Period", respectively).

18.2. Following the Warranty Period, the Supplier shall provide the IAA with the Maintenance Services, as defined below, for a period of 120 months (the "Initial Maintenance Period"). The IAA shall be entitled, at its sole discretion, to extend the Initial Maintenance Period for additional periods, which in the aggregate shall not exceed 60 months. The Initial Maintenance Period and any extension thereof shall be referred to as the "Maintenance Period". The IAA shall notify the Supplier at least 90 days before the expiration of the Initial Maintenance Period and/or any extension thereof, as the case may be, of his intention to request an extension.

18.3. During the Warranty Period and the Maintenance Period, the Supplier shall render the IAA with the services required to keep the System in full operational mode and to maintain the System according to the SLA and procedures as described in Chapter 8 of the Technical Requirements, including the following maintenance and support services, (the "Maintenance Services"):

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18.3.1. Remedy of Defects and Malfunctions

18.3.1.1. The Supplier shall provide the IAA with Level 3 support and maintenance services (as specified in Chapter 8 of the Technical Requirements) to rectify any defect or malfunction which appears or occurs in the System and its Components, and shall perform such repairs and bring the System into compliance with the requirements of the Contract and the System Requirements, all as described in Chapter 8 of the Technical Requirements.

18.3.1.2. During the Maintenance Period, the Supplier shall provide the IAA with on-line support and remote assistance (including via telephone and VPN connection) and 24/7 Help Desk staffed with qualified personnel in order to assist the IAA personnel solving any issue that prevent, disrupt or interfere with the proper operation of the System in accordance with the System Requirements and shall be responsible for all maintenance services which may be performed remotely, all as specified in section 8.2 of the Technical Requirements.

18.3.1.3. In the event of any defected or malfunctioning Component, the Supplier shall provide laboratory services for repair of such faulty Components which will be sent to the Supplier by the IAA. The shipment costs of sending the faulty Component back to the Supplier and the return shipment of the repaired or replacement Component to the IAA shall be borne by the Supplier during the Warranty Period, and thereafter shall be paid by the IAA. The Supplier shall be entitled to determine whether to repair the Component or replace it with a new Component. The Supplier shall be required to maintain a service and support representative in Israel to service any of the non-dedicated hardware

18.3.1.4. In addition, the Supplier shall maintain throughout the Contract Period, detailed documentation and fault reports, as further detailed in the Technical Requirements.

18.3.2. Software Maintenance

18.3.2.1. As part of the Maintenance Services the Supplier undertakes to provide the IAA, without any additional consideration and immediately after their release, with any and all configuration changes required to accommodate new connected centers, all upgrade and updates (Minor and Major Releases) which shall be required from time to time according to the recommendations of ICAO and WMO, in addition to any and all System edition and version updates, including patches and add-ons, and upgrades with respect to minor technological modifications (Minor Releases).

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18.3.2.2. In addition, the Supplier will be required to provide the IAA with additional modules, software packages and upgrades with respect to major technological modifications (Major Releases), as shall be determined by the IAA, and in accordance with section 22 below as a Variation for which the Supplier will be entitled to additional consideration.

Without derogating from any of the above, the Supplier shall be required to notify the IAA and request its approval prior to the installation of any of the above, including regarding major upgrade or update, and any such installation shall be carried out only after the explicit written consent of the IAA. The Supplier shall specify in its notification to the IAA any licensing and/or certification that may have implications on the operation of the System.

18.3.2.3. As part of the Maintenance Services, the supplier shall be responsible to obtain and renew, and keep valid and in force during the entire Contract Period all necessary licenses and certifications (either issued by the Supplier or by third party) that are required for the installation and use of the System by the Users, IAA and/or any other third party, including licenses for the operating system, data bases and any module and/or system that are part of the System, all as required for the System to comply with the System Requirements and as further detailed in the Technical Requirements, all without additional consideration.

18.3.2.4. In the event of any incompatibility of the existing hardware of the System to any of the updates and/or upgrades required to be performed by the Supplier, the IAA shall be entitled to either: (i) instruct the Supplier not to carry out such update and/or upgrade, and the Supplier shall then be responsible for the System to continue and comply with all System Requirements even without performing the update and/or upgrade; or (ii) instruct the Supplier to install such update and/or upgrade (whether minor or major), and under such circumstances, the IAA shall purchase the relevant hardware in accordance with section 22, and the Supplier shall provide new operating system, to the extent such is required and shall be responsible to install the update and/or upgrade without additional consideration and as part of the Maintenance Services.

18.3.2.5. In case that, as a result of an update and/or upgrade that is required to be performed by the Supplier, a third party software will no longer be compatible with the System, the Supplier shall carry out such update and/or upgrade (whether minor or major) and shall be required to make any necessary adaptations to the

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System in order to accommodate the update and/or upgrade without additional consideration and as part of the Maintenance Services. Should the System hardware, including any dedicated hardware and/or the operating system are no longer supported, the IAA shall be entitled to purchase new hardware and/or operating System, and the Supplier will be required to carry out any update and/or upgrade (whether minor or major) as shall be required and to make any necessary adaptations to the System so that the System will operate with such new hardware and/or operating system, without additional consideration and as part of the Maintenance Services.

18.3.3. Technician Visit

18.3.3.1. The IAA shall have the right to purchase from the Supplier, according to its sole discretion, additional on-site support and visits of a technician on behalf of the Supplier, and the Supplier shall be obliged to supply the IAA such visits for a daily fee calculated as 8 hours of the hourly fee specified by the Supplier in its Proposal (the “Daily Fee”), in addition to Travel Expenses, as specified below. The flight days to Israel and back shall be considered as one working day for which the Supplier shall be entitled to receive the Daily Fee.

18.3.3.2. In any event that the IAA has ordered a technician visit (the "Technician Visit"), such visit shall be coordinated in advance with the Supplier and shall take place at dates coordinated by the IAA and shall be performed in accordance with a work order which will be issued by the IAA.

18.3.3.3. In addition to the Daily Fee, the IAA shall pay for Supplier's personnel flight tickets and hotel accommodations, according to the customary IAA procedure the following travel expenses (the "Travel Expenses"):

(a) Cost of economy flights of Supplier's technician to Israel and return flight to the Supplier’s main office location; and

(b) Out of pocket expenses such as accommodation, dining and local travel during the visit up to a total of 200 Euro (or the equivalent) (including all taxes) per day up to the total number of days set forth in the work order of such Technician Visit.

18.3.3.4. The Daily Fee and Travel Expenses shall serve as a complete and final compensation for the Technician Visit, and the Supplier hereby waives any claim and/or demand from the IAA in this respect.

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18.3.3.5. Payments will be made against a legal tax invoice, if applicable, within 30 days from the end of each visit.

18.3.4. Registration of New Communication Lines

As part of the Maintenance Services, the Supplier shall provide the IAA with all necessary assistance, including any required documentation, for registration of new communication lines, all for no additional cost to the IAA.

18.4. The IAA will provide Level 1 support and Level 2 Support for the System, as defined in Chapter 8 of the Technical Requirements, according to the Supplier’s maintenance guidelines, diagnostics and fault analysis, and based on Supplier’s Training and certification. For the removal of doubt it is hereby clarified that the maintenance services performed by the IAA shall not derogate from Supplier’s overall responsibility for the operation and availability of the System as specified in the Tender Documents and in this Contract.

18.5. The Maintenance Services shall be rendered at a level equal or higher than the Services Level Agreement (SLA) specified in section 8 of the Technical Requirements, and in accordance with requirements of the IAA. The IAA shall be entitled to determine, at its sole discretion, and instruct the Supplier what will be the order of preference with respect to the required Maintenance Services and allocation of Supplier personnel.

18.6. The Supplier shall be obligated to provide the IAA with full Maintenance Services, even if the damage was caused as a result of gross negligence or willful misconduct of the IAA. In such event, the supplier shall be entitled to additional consideration, as specified in section 19.5 below.

18.7. Spare Parts

18.7.1. The IAA shall have the option to purchase, Spare Parts in quantities as may be determined by the IAA, at its sole discretion from time to time during the entire Contract Period, including immediately following the signing of the Contract and issuance of the Final BOQ, for the prices as specified in section 19.3 below.

18.7.2. During the Warranty Period, the Supplier shall be responsible to supply any Spare Parts necessary for the performance of the Works, DAP (Incoterms 2010) at Ben Gurion Airport.

18.7.3. Any Spare Parts that are ordered by the IAA during the Maintenance Period (if any are ordered), shall be delivered by the Supplier FCA at the nearest international airport to Supplier's location, from which there are direct flights to Israel, within 1 month from the date the Supplier has received the IAA's purchase order concerning such Spare Parts.

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18.7.4. The Supplier undertakes to maintain the availability of all Spare Parts necessary for the proper operation and the maintenance of the System in compliance with the System Requirements during the entire Contract Period. In case that any such Component becomes obsolete, the Supplier shall be obligated to provide the IAA, at its sole expense and with no additional consideration, a compatible Component available at such time, with the same (or better) operational and performance capabilities. Supplier shall be responsible for obtaining any certification and/or licenses required for any such compatible Component. The supply of such compatible Component shall not affect the Maintenance Price even if the cost of such Component is higher than the price stipulated in the Price Proposal.

18.7.5. Ownership and title to the Spare Parts shall be transferred to the IAA upon their delivery according to the terms of the Contract.

18.8. Pre-Operational Maintenance Services

Notwithstanding any of the above it is understood and agreed that the Supplier shall provide the Maintenance Services during the Interim Service and Maintenance Period, as defined in chapter 8 of the Technical Requirements - as of the Site Acceptance Test and during the Soak Period, as further specified under section 8 of the Technical Requirements. During this period, the Supplier will be required to have a technical team onsite.

18.9. Liquidated Damages for non-compliance with the SLA

18.9.1. In the event that the Supplier fails to meet the SLA requirements and/or response times with respect to the Maintenance Services, as stipulated in Chapter 8 of the Technical Requirements, then, without prejudice to any of the IAA's rights under the Contract and/or any applicable law, and at the risk and reasonable cost and expense of the Supplier, the IAA may take any actions which the IAA reasonably considers necessary to remedy the malfunction, including, retaining the services of any other party to perform such Works instead of the Supplier and/or terminate the Contract and/or demand the payment of liquidated damages in the amounts and as further detailed in Chapter 8 of the Technical Requirements (the "SLA Liquidated Damages"). Supplier shall pay the IAA the SLA Liquidated Damages, within 14 days of the issuance of a notice to such extent.

18.9.2. The Parties hereby agree that the SLA Liquidated Damages are appropriate and reasonable compensation for the damages incurred by the IAA under said circumstances.

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18.9.3. The IAA may set off the amount of the SLA Liquidated Damages that are due to it under the Contract, from the consideration payable to the Supplier, or collect them in any other manner.

18.10. Supplier's Warranty with respect to Systems shall survive the termination of this Contract with no regard to the reason of such termination.

18.11. Any action and/or activity, done by the IAA's personnel which have been certified by the Supplier as part of the Training, according to such certification, shall not derogate from any of Suppliers obligations stipulated in the Contract, including this section 18.

19. CONSIDERATION

In consideration for the execution of all its obligations hereunder, the Supplier shall be entitled to payment as follows (the "Consideration"):

19.1. System Price

In consideration for the System (the Basic System and the Complete System) and the full and complete performance of the Construction Works, the Supplier shall be entitled to receive a lump-sum payment in the amount of ________________ [the total System Price as shall be specified in the Final BOQ], as stipulated by the Supplier in row _ of the table in section __ of the Price Proposal Form (the "System Price").

The System Price shall not be linked to any index whatsoever.

For the removal of doubt it is clarified that the price specified in Supplier's Proposal for the Complete System includes any and all additional Works required to be performed in the implementation of Stage 2, that are considered part of the Supplier's scope of work, even if such Works are not specifically written in the BOQ.

19.2. Maintenance Price

In consideration of the provision of the Maintenance Services in full compliance with Section 18 above and Chapter 8 of the Technical Requirements, the Supplier shall be entitled to receive from the IAA an annual payment based on the percentage stipulated by the Supplier in section 9.2 of the BOQ table in the Price Proposal Form (the “Maintenance Price”).

19.2.1. The Maintenance Price shall be calculated as per the following formula:

MP = __% x [(SP–D)+(VO–DVO)-RTP]

*percentage will be filled-in prior to the signing of the Contract in accordance with Supplier's Proposal.

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Where the Maintenance Price elements ("Maintenance Price Elements") are denoted by the following:

MP - The Annual Maintenance Price

SP - The System Price

D - The Deducted Items – the Services in section ___ of the Final BOQ [to be filled in prior to the signing of the Contract as currently detailed in section 5 of Table 9-3: Main System Components and Services in the BOQ].

VO - The price of all Components purchased by Variations Orders (including Options, if exercised).

DVO - Any of the Deducted Items (Services) as detailed in section _ of the Final BOQ [to be filled in prior to the signing of the Contract as currently detailed in section 5 of Table 9-3: Main System Components and Services in the BOQ] and that are relevant for the Variation order in addition to any other Component that the parties will agree to deduct for the purpose of calculation of the Maintenance Price.

RTP - The value of the items purchased by the IAA according to section 7 above, which will be calculated as follows: until the lapse of 24 months as of the commencement of the Maintenance Period - according to the prices of such CFE items, as shall be stipulated in Table 9-9: Production AMHS Central System - CFE in the Final BOQ, linked to the PPI; thereafter, according to the price of such Component according to the official manufacturer’s price list less 20%.

19.2.2. For the removal of doubt, the value of the Spare Parts (whether or not paid for by the IAA) shall not be taken into account for the calculation of the Maintenance Price.

19.2.3. It is agreed that the value of Maintenance Price Elements for the calculation of the Maintenance Price in accordance with the above formula shall be updated only upon issuance of a Final Acceptance Certificate with respect to such Maintenance Price Element or the written approval of the IAA of due completion of such Maintenance Price Element.

19.2.4. It is hereby understood that should the IAA decide by means of a Variation Order to remove any of the Components of the System, then the Maintenance Price shall be updated based on the value of the

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removed Components according to the Price Proposal.

19.2.5. The Supplier shall be entitled to receive payment of the Maintenance Price with respect to Maintenance Services provided by the Supplier as of the commencement of the Maintenance Period.

19.2.6. The Maintenance Price shall be linked to the PPI, and shall be updated once every calendar year, on January 1st, according to the difference between the Base Index and the PPI published immediately prior to the date of such update.

19.3. Spare Parts Price

19.3.1. The supply of any Spare Parts during Warranty Period shall at the sole responsibility of the Supplier and its expense.

19.3.2. For any Spare Parts purchased by the IAA during Maintenance Period, the consideration shall be determined according to the lower of (i) the price stipulated by the Supplier in its Price Proposal (linked to the PPI); or (ii) the price of such Component according to the official manufacturer’s price list less 20%.

The prices of the Spare Parts, as stipulated in Supplier's proposal shall be linked to the PPI, and shall be updated according to the difference between the Base Index and the PPI published immediately prior to the date of such update.

The prices of the Spare Parts, as stipulated in Supplier's proposal, shall remain valid until the lapse of 24 months as of the commencement of the Maintenance Period. Thereafter, the prices shall be determined according to section 22.5.1 19.3.1(ii) above.

19.3.3. During the entire Contract Period the Supplier shall provide the IAA annually with a formal price list and/or relevant manufacturer's price list, as applicable, at the first quarter of each year.

19.4. Variation Order Price

In consideration for the full and complete performance of a Variation Order and/or for the exercise of any of the Options, the Supplier shall be entitled to receive the Variation Order price, as determined according to section below ("Variation Order Price").

19.5. Maintenance Services for damages caused by gross negligence or willful misconduct

In the event that the Supplier is required to provide the IAA with Maintenance Services, where the damage was caused as a result of gross negligence or willful misconduct of the IAA in circumstances as specified in section 18.6, and the replacement of any Component is required, then the consideration for such

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Component shall be determined in accordance with section 19.3.1 above. If any work will also be required in order to repair such damage, the IAA shall also pay the Supplier for the work hours, according to the tariffs stipulated by the Supplier in its Proposal. The IAA shall decide at its sole discretion whether to replace or repair a defective Component.

19.6. Sufficiency of the Consideration

19.6.1. In this Contract, the term “Consideration” shall refer to any of the System Price, the Maintenance Price and the Variation Order Price.

19.6.2. The Consideration shall be the full consideration for the performance of Supplier's obligations as stipulated in this Contract, and shall include any and all costs and expenses incurred by the Supplier in the performance of its obligations, including working hours, packaging, customs, taxes, insurance, errands, per diem expenses and travel expenses and any other expense. The Supplier shall not be entitled to any additional payment beyond the prices stipulated in the Price Proposal.

19.6.3. No adjustment of the Consideration or the prices herein shall be made, including in respect of any rise in the cost of labor, materials, transport or any matter affecting the cost of the execution of the Works during the term of this Contract, except in the event of a Variation, or as provided otherwise elsewhere in this Contract.

19.6.4. The Supplier shall be deemed to have inspected, examined and familiarized itself with the scope and nature of the Works, the conditions of the Site and any other circumstances and risks which may affect the assumption of its obligations under the Contract, and to be satisfied as to the correctness and sufficiency of the Consideration.

20. PAYMENT TERMS

20.1. The System Price

The System Price will be paid in stages upon the successful completion of the following Milestones:

# MILESTONE INSTALLMENT

1 Advance Payment – upon signing of the Contract

15% of the System Price

2 Completion of System Design Review (milestone no. 2 in the table included in Section 7.3.2 of the Technical Requirements).

20% of the System Price.

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3 Completion of the Final SAT for Stage 1 (milestone no. 3.8 in the table included in Section 7.3.2 of the Technical Requirements)


4 Completion of SOAK Test and issuance of the Final Acceptance Certificate (COA) for the Basic System (Stage 1) (milestone 3.10 in the table included in Section 7.3.2 of the Technical Requirements).


5 Completion of SOAK Test and issuance of the Final Acceptance Certificate (COA) for the Complete System (Stage 2) (milestone 5.9 in the table included in Section 7.3.2 of the Technical Requirements).

10% of the System Price

6 30 day following completion of SOAK Test for AMHS Stage and issuance of a Final Acceptance Certificate.


Payments according to the above specified milestones shall be made by the IAA within 30 days as of the receipt by the IAA of the tax invoice issued by the Supplier all subject to the approval by the IAA of the achievement of such milestone.

20.2. Maintenance Price

The Maintenance Price shall be paid in two annual installments, on the 1st of April and on the 1st of October of each calendar year, for the Maintenance Services that were rendered to the IAA during the preceding 6 months period, subject to issuance of a tax invoice by the Supplier to the IAA.

Payment for Maintenance Visit shall be made within 30 days as of the completion of the works and the receipt by the IAA's Representative of the tax invoice issued by the Supplier.

20.3. Spare Parts Price: payment for any order of Spare Parts shall be made within 30 days as of end of month in which IAA has issued the purchase order.

20.4. Variation Order Price: unless specified otherwise in the Variation Order, payment of Variation order Price shall be made within 30 days as of end of month in which IAA has approved the relevant Variation Order.

20.5. Payment of the Consideration shall be subject to the submission by the Supplier of a bank approval in the form attached hereto as Annex "H".

20.6. Currency of Payment and Bank Approval

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All payments pursuant to this Section will be made in a foreign currency as stipulated in the Supplier's Proposal.

20.7. Assignment of Payments

Any payment according to the Contract shall be paid by the IAA directly to the Supplier. Notwithstanding the above, as per Supplier's explicit written request, using the form that will be provided by the IAA, the IAA will make payments to a local subcontractor of the Supplier instead of paying to the Supplier. The Supplier hereby warrants that such payment shall be considered as a payment to the Supplier itself and Supplier hereby waives any claim in respect of such payment made by the IAA to the local subcontractor of the Supplier. Such assignment of payment shall not derogate from any of Supplier's undertakings and responsibility to provide the services that were assigned to such local subcontractor, and the provisions of section 10 shall apply with respect to such assignment.

21. TAXES

21.1. Any taxes, including taxes pursuant to Israeli Law, the Supplier’s state of incorporation or citizenship’s laws, VAT in other countries and income tax are to be solely borne and paid by the Supplier, and all subject to the provisions (if any) of a bilateral convention or treaty between Israel and the Supplier’s state of incorporation or citizenship or any other applicable multinational convention.

21.2. Customs will be paid by the Supplier, as the case may be, in accordance with and subject to the provisions of the Contract and the Incoterms governing the provision of the Works and/or the supply of the Components, as defined herein.

21.3. The amounts specified in the Contract do not include V.A.T. To the extent applicable, V.A.T. will be added to all payments and will be paid subject to the issuance by the Supplier of a tax invoice, as required under Israeli Law, by the final date on which the Contractor, as the case may be, is required to pay the V.A.T. to the V.A.T. authorities.

21.4. All procedures before Israeli authorities in connection with the payment by the Contractor of Israeli taxes and customs in relation to the Contract, in compliance with Israeli Laws and regulations, shall be the sole responsibility of the Supplier, including (without limiting) any procedure to obtain refunds or exemptions from payment of Israeli taxes and customs. It is the responsibility of the Supplier to contact, at its expense, tax advisors or accountants in Israel to be assisted during the fulfillment of said procedures.

21.5. The Supplier shall promptly provide to the IAA with any and all tax forms and similar materials required by the IAA (the “Tax Materials”). Notwithstanding anything to the contrary herein, the IAA or anyone on its behalf, may without penalty, late fee or liability to the Supplier:

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21.5.1. withhold any and all payments owed by the IAA to the Supplier, until the IAA or anyone on its behalf, has received, and successfully validated the completeness and accuracy of all Tax Materials it requires from the Supplier; and

21.5.2. deduct any applicable withholding taxes payable by the Supplier from payments owed by the IAA to the Supplier as required by law and transfer these applicable withholding taxes to the relevant authorities in Israel.

22. VARIATIONS

22.1. The IAA reserves the right to make, at any time during the Contract Period, any amendments, modifications or deviations to the Scope of the Works or any part thereof, including the right to increase or decrease the quantity of any item or amending any part of the Works and including by exercising any of the Options (each, a "Variation").

22.2. The Supplier shall not make any alteration and/or modification to the Works, unless and until the IAA instructs or approves a Variation and issues a Variation order which will include all relevant details with respect to the performance of the Variation, including with regard to any effects it might have on the Contract Price and Schedule, if any (the "Variation Order"). The Supplier shall execute and be bound by any such Variation Order issued by the IAA.

22.3. Without derogating from the generality of the foregoing, the following shall not be deemed as a Variation, and shall not entitle the Supplier to any additional consideration:

22.3.1. Any amendment or modification required due to an act, omission, negligence, breach or any other failure of the Supplier and that is required in order to fulfill the Supplier's obligations under the Contract;

22.3.2. A mistake in the Supplier’s estimations;

22.3.3. Changes which are required to ensure the proper operation of the System or any part thereof and/or the proper fulfillment of Supplier's Maintenance Services obligations;

22.3.4. Alteration, amendment or modification required to ensure the level of operability, maintainability or safety required by the Contract;

22.3.5. Amendment or modification required as a result of the Supplier’s non-compliance with any applicable law;

22.3.6. Amendment or modification required to fulfill the Supplier’s obligations under the Contract, the Approved Design Documents and the Technical Requirements or which are due to the Supplier’s failure to comply with

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such obligations or an instruction by the IAA to amend the Works to ensure compliance with the provisions of this Agreement.

22.4. Variation Order Procedure

22.4.1. If the IAA requests a proposal, prior to instructing a Variation Order, the Supplier shall respond in writing as soon as practicable but in any event within the time stipulated by the IAA, by submitting:

22.4.1.1. a detailed evaluation of the work to be performed and a plan for its execution;

22.4.1.2. the effect of the Variation on the Works and on the Project, including any effect on the Time for Completion and on the Approved Project Execution Plan; and

22.4.1.3. an estimation of the costs associated with such Variation, including working hours and prices of all Components, all in accordance with Section 22.5 below.

22.4.2. The IAA shall, as soon as practicable after receiving such proposal, respond with approval, disapproval or comments and request from the Supplier to make amendments thereto. The Supplier shall not delay any work whilst awaiting a response.

22.4.3. Each instruction to execute a Variation shall be issued as a Variation Order by the IAA to the Supplier, who shall acknowledge receipt. Upon receipt of a Variation Order, the Supplier shall forthwith proceed to carry out the Variation and be bound to the terms and conditions of the Contract in doing so as if such Variation was required under the Contract.

22.4.4. It is hereby agreed that the IAA shall decide, at his sole discretion, whether to ask for such proposal or not, and the Supplier shall in any event be obliged to execute each and every Variation instructed by the IAA. Furthermore it is clarified that nothing herein shall be construed as imposing any obligation on the Supplier to issue a Variation Order.

22.5. Variation Order Price

22.5.1. The Variation Order shall be priced as follows (the “Variation Order Price”):

(i) If the Variation Order includes supply of Components and/or performance of Works which were priced as part of Supplier's Proposal (the "Priced Items"), the price of such Variation Order shall be determined in accordance with the prices stipulated by the Supplier with respect to such Priced Items (linked to the PPI).

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(ii) If the Variation Order includes supply of Components and/or performance of Works which were not included in the Supplier's Proposal, the Supplier shall be entitled to payment for the work hours required by the Supplier to carry out such Variation Order, based on the price per hour specified by the Supplier in its Proposal, in addition to the price of the Components included in such Variation Order, which shall be determined according to the official manufacturer’s price list less 20%, and the price for the Work performed by the Supplier.

22.5.2. The prices of the Priced Items, as stipulated in Supplier's proposal, shall remain valid until the lapse of 24 months as of the commencement of the Maintenance Period. Thereafter, the Variation Order Price shall be determined according to section 22.5.1(ii) above.

22.5.3. The prices of Priced Items shall be linked to the PPI, according to the difference between the Base Index and the PPI published immediately prior to the date of such update.

22.5.4. It is clarified that Variation Order Prices (including prices specified for the Options that were not evaluated as part of the evaluation of the proposal of the Supplier to the Tender) shall not exceed the prices stipulated for such Variation Order in accordance with sections 22.5.1- 22.5.2 above, and this without derogating from the IAA's right to conduct negotiations with the Supplier and reduce such prices or the price of the entire Variation Order, according to the market conditions at the date of the exercise of the Variation Order.

22.5.5. The Variation Order Price shall be paid to the Supplier within 30 days as of the end of the month following the approval by the IAA of the completion of the Variation Order or according to specific term of payment which will be stipulated in the Variation Order.

23. GUARANTEES

The Supplier shall submit to the IAA all of the following guarantees (the "Guarantees"):

23.1. Advance Payment Guarantee

23.1.1. As a condition of the payment of the Advance Payment the Supplier will provide the IAA with an irrevocable, autonomous, unconditional guarantee for the amount of 15% of the System Price, in the form of Annex "F" (the "Advance Payment Guarantee").

23.1.2. The Advance Payment Guarantee will be returned to the Supplier following completion of Milestone No. 6 (30 day following completion of

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SOAK Test for AMHS Stage and issuance of a Final Acceptance Certificate).

23.2. Performance Guarantee

23.2.1. Concurrently with the signature of this Contract, the Supplier shall provide the IAA with an irrevocable, autonomous, unconditional guarantee in an amount equal to ten percent (10%) of the System Price, in the form attached hereto as Annex "F" (the “Performance Guarantee”).

23.2.2. The Performance Guarantee must be valid as of the Effective Date and until no less than 30 days following the issuance of the Final Acceptance Certificate by the IAA. The Performance Guarantee shall be return to the Supplier against submission of the Warranty Guarantee.

23.3. Warranty Guarantee

23.3.1. Within 30 days as of issuance of the Final Acceptance Certificate, the Supplier shall provide the IAA with an irrevocable, autonomous, unconditional guarantee in the form attached hereto as Annex "F" in an amount equal to 5% of the System Price (the "Warranty Guarantee").

23.3.2. The Warranty Guarantee shall be valid for the entire Warranty Period and shall be returned to the Supplier 30 days following the end of the Warranty Period.

23.4. General Provisions

23.4.1. All Guarantees furnished by the Supplier shall be provided by a major Israeli commercial bank or an international bank licensed to operate in Israel that has a branch in Israel, or by an Israeli insurance company which is listed in the valid records of the Division of Capital Markets, Insurance and Savings of the Israeli Ministry of Finance on the Submission Date as an entity authorized to issue such guarantees, in accordance with the Insurance Business Control Notice (Branches of Insurance) 5745-1985 and the Control of Financial Services (Insurance) Law, 5741-1981. The identity of the Guarantee provider is to be approved by the IAA in advance. All costs associated with the Guarantees will be borne by the Supplier.

23.4.2. Should the IAA decide to exercise its option to exercise any Variation Order (including any Options), the amount of any relevant Guarantee shall be updated accordingly and shall reflect any additional purchase order and/or any Variations. Supplier shall either issue a new guarantee with respect to the updated guaranteed amount or update the existing guarantee for the relevant amount.

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23.4.3. Immediately following the exercise of any Guarantee, the Supplier shall furnish the IAA with a new Guarantee for the amount of the collected Guarantee. In the event of partial collection on a Guarantee, the Supplier shall furnish a supplementary guarantee for the amount collected.

23.4.4. In the event that the Supplier is required to extend the validity of a Guarantee or to submit a new or supplemental guarantee, it should do so at least sixty (60) days prior to the expiration of the then existing Guarantee. Should the Supplier fail to do so, the IAA shall be entitled to immediately collect on all existing Guarantees. Notwithstanding the above, in the event that the IAA has issued a Variation Order, the Supplier will be granted 60 days as of the approval by the IAA of the Variation Order to provide the IAA the new or revised Guarantee.

23.4.5. Without derogating from any other remedy available to the IAA under the Contract or under the Law, the IAA shall be entitled to exercise any of the Guarantees (in whole or in part) in any event of breach or default by the Supplier under the Contract.

23.4.6. The IAA may make a demand under any Guarantee in respect of any amount which it considers due or payable (but which has not been paid) by the Supplier to the IAA, or for which the Supplier may become liable towards the IAA under, or as a result of any breach of this Contract by the Supplier.

23.4.7. The IAA may make a demand under a Guarantee if the Guarantee’s period is not extended pursuant to the IAA’s demand, in accordance with the terms and conditions hereinabove. Any such exercise will not relieve the Supplier from providing the IAA with a replacement Guarantee for the extended period as required by the IAA.

24. LIABILITY AND INDEMNIFICATION

The Supplier's insurance liabilities and indemnification shall be in accordance with the provisions of Annex "D" attached hereto.

25. FORCE MAJEURE

25.1. Neither Party is liable for any delay in the performance of the Contract, or any undertaking hereunder, if such delay is, directly or indirectly, caused by, or arises from, any of the following extraordinary impediments, occurring in Israel, beyond the control and without fault or negligence of the Party affected: fires, earthquakes, floods, civil unrest, acts of God, war, act of terror on Site in which the Products are to be installed, governmental interference or embargoes, state-wide strikes or state-wide labor difficulties (“Force Majeure Event”). The above does not extend for any contingencies stated above happening to the Supplier’s subcontractors or suppliers.

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25.2. A Party affected by any Force Majeure Event must (i) promptly notify the other Party in writing of any such event, the expected duration thereof, and its anticipated effect on the Party affected in terms of the performance required hereunder; (ii) provide alternative methods to continue the performance of any requirement under this Contract affected by such Force Majeure Event; and (iii) make reasonable efforts to promptly remedy any such Force Majeure Event.

25.3. Any delivery delayed due to a Force Majeure Event will be extended for such time as the Force Majeure Event continues, all subject to the other Party’s right to terminate this Contract, in accordance with the terms and conditions of this Contract.

25.4. Notwithstanding the aforementioned in this Contract, an affected Party is not entitled to any increase in consideration or extension of time if:

25.4.1. The affected Party could have reasonably provided against the Force Majeure Event before entering into this Contract; or

25.4.2. The affected Party could have reasonably avoided or overcome the Force Majeure Event.

25.5. For the removal of doubt it is hereby clarified that any violent events in the Palestinian Territories (West Bank and Gaza) shall not, by itself, be deemed as an event of Force Majeure for purpose of the Contract.

25.6. Irrespective of any extension of time, if a Force Majeure event occurs and its effect continues for a continuous period of 180 days, the IAA may give to the Supplier a notice of termination, which shall take effect 14 days after the receipt of such notice.

26. TERMINATION

26.1. The IAA is entitled to terminate this Contract for convenience, at its sole and absolute discretion and at any time, by giving the Supplier prior written notice of 30 days, without the Supplier having any claim or demand against the IAA in this respect.

26.2. Upon termination of the Contract for convenience, as stipulated in section 13.2 above, the Supplier will be entitled to payment only with respect to the applicable part of the Works actually performed by the Supplier up to the date determined in the notice of the IAA and so far as such consideration was not previously paid.

26.3. Without derogating from any other right or remedy available to the IAA under the Contract or under any applicable law, the IAA shall be entitled to terminate the Contract, by a notice which shall be effective immediately, upon the occurrence of any of the following events:

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26.3.1. The Supplier is in breach of any of its obligations, representations or warranties under the Contract, and such breach was not rectified within 30 days of notice issued to the Supplier;

26.3.2. In the event that liquidation, receiverships or reorganization proceedings or any other proceedings with a similar effect, has been commenced by or against the Supplier, unless such proceedings are discharged within fourteen (14) days;

26.3.3. If a Force Majeure Event continues for a period exceeding the periods mentioned in section 25.6 above;

26.4. The Supplier shall compensate the IAA for any loss, damage, cost and expense incurred thereby as a result of the breach and/or the termination of the Contract; in addition, the Supplier will transfer all documents, documentation and knowledge created thereby until the IAA's notice of termination – to the IAA and shall cooperate with the IAA as the IAA shall deem appropriate under the circumstances.

26.5. The foregoing shall not derogate from any other right or remedy available to the IAA under the Contract or under any applicable law including the IAA's right to collect on any Guarantee and/or to request the payment of Liquidated Damages.

26.6. Notwithstanding any applicable Law, under no circumstances will the Supplier be entitled to terminate the Contract or any part thereof. The Supplier shall solely be entitled to apply in Court for a financial remedy in accordance with the provisions of the Contract.

27. INTELLECTUAL PROPERTY

27.1. The Supplier represents and warrants that it is the owner or authorized licensee of any and all intellectual property rights in and to the System and the Software, and that it is fully entitled to grant the IAA such rights and licenses as specified in section 27.2 below and to fulfill its obligation hereunder.

27.2. The Supplier hereby grants the IAA with non-exclusive, perpetual, irrevocable, transferable, royalty free license (with the right to sub-license) to use the System and the Software within the framework of this Contract without any time limitations and without limitations of site, number of Users, etc. Without derogating from the above, the Supplier hereby undertakes and shall be responsible for obtaining, maintaining, updating and renewing at its sole expense for the entire time that the System is operating at the Site, any and all licenses and certifications necessary for the operation of the System by the IAA and any other Users of the System, as specified in the Technical Requirements. For the avoidance of doubt, such license, certificate and or permit will survive the expiration or termination (for whatever reason) of this Contract and its extensions.

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27.3. It is hereby agreed that the IAA remains the owner of all proprietary rights in and to the Technical Requirements and any documents, drawings, opinion papers, analyses, ideas data, assessments, pre-final copies and any other written or unwritten product issued by the IAA. In addition, all material and information developed specifically by the Supplier throughout the performance of the Works for the purpose of the Project or related thereto shall belong solely to the IAA and shall be deemed as IAA’s property. It is clarified that the IAA shall be entitled to make any use of such materials, and any part thereof, at its sole discretion, and neither the Supplier nor anyone on its behalf will have any claim or right (including any intellectual property right) with respect thereto.

27.4. The Supplier represents and warrants that the use and/or possession by the IAA and/or anyone on its behalf and/or any other Users of the System, in accordance with the terms of this Contract, does not and will not infringe any third party rights, including intellectual property rights.

27.5. Without derogating from the above, the Supplier shall fully indemnify the IAA and/or any other Users, or any of their respective officers and employees (the "Indemnified") and shall keep them harmless against any action, claim, demand, cost, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any intellectual property right with respect to the System and/or the Software and against all costs and damages which the Indemnified may incur in connection with such infringement.

27.6. To the extent that such infringement claim has been made or is likely to be made, Supplier shall, at its expense either procure for the IAA and/or any other Users the right to continue to use the System and any part thereof or replace or modify the System so that it becomes non-infringing.

28. CONFIDENTIALITY

28.1. The Supplier shall keep in confidence all technical and commercial information received from the IAA, and the disclosure and use of such information shall remain only for the purpose of this Contract.

28.2. This Contract shall not be disclosed by the Supplier to any third party, unless prior written approval is granted by the IAA.

28.3. The Supplier shall release no public announcement whatsoever on any matter relating to this Contract and/or include reference to this Contract or the Project in any of its advertisements or publications without prior approval of the IAA.

28.4. The Supplier shall keep in confidence all commercial and technical information received from the IAA prior to, during and after the date of execution of this Contract and shall be responsible for its employees doing likewise and will further ensure that they sign a written undertaking to this effect.

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29. MISCELLANEOUS

29.1. No Exclusivity. None of the terms and conditions set forth in this Contract shall be construed as giving the Supplier any exclusivity, including without limitation, regarding the supply or delivery of the Systems and the performance of the Services, and the IAA shall be entitled to hire the services of any other contractor to provide it with the Systems and perform any part of the Services and/or other works of similar nature, at any time and at the IAA's sole discretion.

29.2. Assignment. The Supplier shall not be permitted to transfer, delegate, subcontract or assign any of its rights or obligations (or any part thereof) pursuant to the Contract to any third party without the prior written consent of the IAA. Any assignment, delegation, subcontracting or transfer, which the Supplier purports to effect without the approval of the IAA, shall be null and void.

29.3. Right to Set-off

29.3.1. The Supplier shall not be entitled to set-off any amount owed to the Supplier from amounts payable to the IAA, and it waives any right of set-off which the Supplier may have pursuant to the provisions of any Law.

29.3.2. The IAA shall be entitled to set-off any amount owed to the IAA by the Supplier against amounts payable to the Supplier pursuant to the provisions of this Agreement.

29.4. Corruption and Fraud

29.4.1. The Supplier hereby represents, warrants and covenants that he has not received nor offered, paid or promised to pay either directly or indirectly, anything of value to any official or employee of the IAA in connection with any business opportunities which are the subject of this Contract.

29.4.2. The Supplier hereby represents does it has not collaborated with or solicited the IAA or any official or employee of the IAA, directly or indirectly, for the purpose of receiving or disclosing confidential information with regard to the Contract.

29.4.3. The Supplier hereby represents does it has not collaborated with or solicited the IAA or any official or employee of the IAA, directly or indirectly, for the purpose of determining prices or payments in an artificial or non-competitive way.

29.4.4. Furthermore, the Supplier shall notify the IAA immediately in writing with full particulars in the event that the Supplier receives a request from any official or employee of the IAA requesting illicit payments.

29.4.5. The Supplier agrees that in the event of a violation of this Section 17.6 by the Supplier, the IAA shall be entitled to terminate this Contract forthwith,

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without prior written notice. The Supplier hereby waives any right and claim with respect to the termination of this Contract by the IAA for breach of this provision 17.6.

29.5. No Waiver. The delay, omission or failure of any Party to insist upon the strict performance of any provisions of this Agreement or to take steps to enforce its rights or to seek remedies to which it is entitled, or any extension or other indulgence allowed by one Party to the other regarding performance of its duties and obligations shall not be construed as a waiver for such matter or as a waiver of a subsequent breach. No provision of this Agreement shall be deemed to have been waived unless such waiver is expressly made in writing and signed by the Party making the waiver.

29.6. Entire Contract. This Contract, including all Annexes and attachments hereto, sets forth the entire Agreement of the Parties with respect to the subject matter hereof, and supersede all previous communications, representations or agreements, whether oral or written with respect to the subject matter.

29.7. Severability. In the event that any of the provisions of this Agreement shall be declared or held invalid or unenforceable by a competent court, such provisions shall be deemed severed and deleted from this Agreement and shall not affect the validity, legality and enforceability of the other provisions of or any other terms of this Agreement which shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

29.8. Amendments. No change, amendment, modification, supplement or addition to the terms and conditions of the Contract shall be binding on the Parties unless in writing and signed by the Parties and unless expressly identified as a change amendment, modification, supplement or addition to the Contract.

29.9. Counterparts. This Contract may be executed in any number of counterparts, each of which is deemed an original, and all of which together shall constitute one and the same instrument.

29.10. Notices. Any notice required or permitted to be given to a Party pursuant to the provisions of this Contract will be in writing and will be effective and deemed given to such Party under this Contract on the earliest of the following: (i) the date of personal delivery, or in the event such notice is delivered or received after 5pm local time of the designated receiving Party - 1 Business Day after the date of delivery; (ii) 1 Business Day after transmission by facsimile, addressed to the other Party at its facsimile number, with confirmation of transmission; (iii) 1 Business Day after deposit with a return receipt express courier for domestic deliveries, or 5 Business Days after such deposit for deliveries abroad; or (iv) 5

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Business Days after deposit in local mail by registered or certified mail (return receipt requested) for local deliveries.

For the avoidance of doubt, the periods provided hereinabove refer to any notice received prior to 5pm local time of the designated receiving Party. Any notice received after 5pm local time is deemed as received the following Business Day.

All notices not delivered personally or by facsimile will be sent with postage and other applicable charges prepaid and properly addressed to the Party to be notified at the address set forth above with the recitals, or at such other address as such other Party may designate by 7 Business Days advance written notice to the other Party.

For the purpose of this Section, a Business Day is any day between Sunday to Thursday.

29.11. Law and Jurisdiction. The Contract shall be governed by and construed in accordance with the laws of the State of Israel (without giving effect to the conflict of laws’ provisions thereof). The competent courts of Tel Aviv-Jaffa shall have the exclusive jurisdiction with respect to any matter or dispute concerning this Contract.

IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their respective duly authorized representatives as of the Effective Date.

The Israel Airports Authority [the Supplier]

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Annex "A" Technical Requirements

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Annex "B" The Technical Proposal and Compliance Tables

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Annex "C"

The Price Proposal

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Annex "C1" The Final BOQ (to be added)

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Annex "D" IAA’s Insurance & Liability Requirements

Contractor's Liability and Insurance 1. The Contractor shall be legally liable for, and shall fully indemnify and hold harmless IAA

or any of its officers, directors and employees against any liability, loss, damage, expense or proceeding whatsoever in connection with this Agreement, including, without limitation, in respect of (i) personal injury to or the death of any person; (ii) any loss or damage to property or otherwise; (iii) any infringement of any third party IP by Contractor (iv) any training material or technical manuals or any related services, or (v) any breach of an undertaking, warranty or representation by the Contractor hereunder , unless such damage has been caused as a result of negligent act or omission by the IAA.

2. The Contractor shall indemnify IAA for any damage and/or loss occasioned to it as provided above, as a result of any claim in respect of an act or omission as aforesaid, and in the event that IAA is obliged to pay compensation or any other payment in connection with such a claim, the Contractor undertakes to pay such sum to IAA itself, upon its first demand, in addition to the maximum interest prevailing at such time at Bank Leumi Le-Israel Ltd, including all the expenses incurred by IAA in connection with such civil or criminal claim, and because of the need to defend itself against the claim.

3. The Contractor represents and warrants that it shall not have any claims, demands and/or actions against IAA and/or anyone on its behalf, concerning damage with respect to its property and concerning any damage for which it is entitled to receive indemnification under its insurance policies; and the Contractor hereby relieves IAA and/or anyone on its behalf of any liability for such damage. The foregoing shall not apply for the benefit of anyone who caused damage with malicious intent.

4. Neither IAA nor anyone on its behalf, shall be liable for any loss or damage, for any reason whatsoever, to any equipment, tools and/or materials of the Contractor or any of its Contractors and/or Subcontractors or anyone acting on their behalf which is brought to any site, and all such liability is hereby expressly waived by the Contractor, provided that the foregoing shall not apply for the benefit of anyone who caused damage with malicious intent.

5. Without derogating from the Contractor’s obligations and liability under this agreement and under any law the Contractor’s undertakes to carry out and maintain at its own expense, in its own name, during the period of this agreement and as long as the Contractor’s liability exists under the terms of this agreement and/or according to any law the Insurance Policies listed below:

i. Employer’s Liability Insurance / Workers Compensation:

Covering The Contractor’s legal liability towards any one engaged by him in providing the Services With a limit of liability thereof shall not be less than $US 5,000,000 for any one occurrence and in the aggregate.

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This policy is extended to indemnify IAA, including its share-holders, directors, officers and those acting on their behalf in the event that it is determined that they are liable as an employers of any such person.

ii. Public (Third Party) Liability Insurance Policy:

Covering The Contractor’s legal liability towards any third party in respect of any loss or damage caused during the period of the Contract and/or in connection therewith, with a limit of liability of not less than $ 1,000,000 for any one occurrence and in the aggregate.

This policy is extended to indemnify IAA, including its share-holders, directors, officers and those acting on their behalf for their liability for the actions and/or omissions of the Contractor and/or anyone acting on its behalf, subject to a cross-liability.

iii. Combined Products and Professional Liability Insurance

subject to a limit of indemnity of a least US$ 5,000,000 - any one occurrence and in the aggregate covering Contractor's liability for Bodily Injury or damage to property due to the supplied Products and/or additions and/or extensions as well as liability due to any professional act or omission in connection with the Products and/or additions and/or extensions and/or any services performed under this Agreement.

The policy shall apply retroactively as of the date at which the Contractor supplied the Products and/or additions and/or extensions and/or any services, even if Contractor prior to the execution of the Agreement.

The policy includes an extended reporting period clause of at least 12 months, pursuant to which, in the event that the insured party does not renew the said policy, the policy shall cover damage which originated during the insurance period, with respect to which notification was sent to us during the notification period.

This policy is extended to indemnify IAA, including its share-holders, directors, officers and those acting on their behalf for their liability for Bodily Injury or damage to property due to any defect or fault in the Products as well as liability due to any professional act or omission in connection with the Products and/or any services performed under this Contract

All the above policies will include a special provision according to which they are antecedent to any insurance carried out by the IAA and that the Insurer waives all rights for to demand or claim participation of the IAA insurance policies.

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Annex "E" IAA's Site Rules, Safety and Health Requirements and Regulations

1. Capitalized terms shall have the meaning ascribed thereto herein or in the Contract.

2. The provisions of this Appendix will apply to the Supplier, the Supplier’s employees and any contractor and/or sub-contractor employed by the Supplier for purposes of the Contract.

3. Without derogating from the generality of the foregoing, it is hereby clarified that the Supplier will be solely responsible for compliance with the provisions of this Appendix by the employees, contractors and/or sub-contractors, engaged by the Supplier for purpose of the Contract, and will be solely responsible for any breach of the provisions of this Appendix by any of the aforementioned.

Without derogating from the generality of the foregoing, the Supplier undertakes that the provisions of this Appendix will be attached to any contract executed between the Supplier and any contractor and/or sub-contractor for purposes of the Contract, and that any such contractor and/or sub-contractor will confirm that the provisions of this Appendix constitute an inseparable part of contract between it and the Supplier.

4. Without derogating from the generality of the provisions of the Contract, the Supplier will comply with all labor safety and hygiene legislation in Israel, including the Labor Supervision Organization Law 1954; the Safety At Work Ordinance [New Version] 1970; the Israel Airports Authority Regulations (Maintaining Order At Airports) 1984; the Torts Ordinance [New Version]; the Zoning and Planning Law 1965; the Gas Law (Safety and Licensing) 1989; the Electricity Law 1954; the Non-Ionizing Radiation Law 2006, and all regulations and orders issued pursuant to such laws, which concern the execution of the Contract.

The Supplier undertakes to strictly supervise the works executed with respect to the Contract and to ensure that anyone on its behalf will comply with all the provisions of the aforementioned laws, at all times.

5. No later than thirty (30) days as of the Signature Date, the Supplier will submit to the approval of the Authority safety supervisor (the “Authority Safety Supervisor”) a detailed safety plan, including a hazards survey and safety procedures for the work at the Site. This plan will be approved by the Authority Safety Supervisor and attached to this Appendix as Annex 1 (the “Safety Plan”). The Safety Plan will be prepared by the Supplier, at its expense, and signed by the Supplier’s Safety Manager, on behalf of the Supplier.

Without derogating from the generality of the foregoing, the risks survey and procedures survey conducted for purposes of preparing the Safety Plan will be performed by a safety engineer qualified in Israel, with demonstrated relevant experience and knowledge.

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6. Upon approval of the Safety Plan by the Authority Safety Supervisor, the Supplier have that the Supplier’s Safety Manager qualified as the labor guardian on behalf of the Supplier (as required under the applicable laws), with respect to all matter detailed in the Safety Plan.

7. At the beginning of their work at the Site, and thereafter at least once a year, the Supplier’s employees will undergo a safety briefing with respect to the safety and health risks existing at the Site and concerning their occupation.

Such briefing will be performed by qualified instructors, approved in advance by the Authority Safety Supervisor. All costs of such briefings, including, inter alia, employees’ salaries and expenses, will be borne by the Supplier.

8. The Supplier will provide its personnel engaged in foundation works, modification works and/or renovation works, with the necessary protection equipment required under law for the work at hand, with particular emphasis on works in heights, including glowing vests, work gloves, protective glasses, ear plugs and protective helmets.

9. The Supplier and/or anyone on its behalf performing any part of the Contract will use only equipment and machinery which are in good order, and meet the safety requirements under law; electrical appliances with double insulation; and standard ladders and scaffolding. The Supplier will perform, at its expense, periodical inspections for every operational tool/equipment operated at the Site. The inspections will be performed by qualified entities, in accordance with the provisions of any applicable law. The inspections’ details and results will be kept by the Supplier in a designated file for all transportation means and operational means. The file will be available at the Supplier’s offices at the Site for the Authority’s inspection at all times.

10. The Supplier will maintain the order and cleanliness at the Site and will remove, at its expense, all trash from the Site at the end of each work day, in order to prevent unnecessary obstructions.

11. Without derogating from the provisions of the Contract, any transfer of the execution of Contract to any sub-contractor will be subject to the Authority’s prior written consent, and such sub-contractor will be subject, inter alia, to the provisions of this Appendix.

12. Without derogating from the provisions of any applicable law and/or regulation, work with open flame (welding, soldering, hot tarring and any work liable to cause fires) will be performed in accordance with the relevant provisions of the Authority instructions, in coordination with the instructions of the Authority firefighting officers and subject to the approval thereof.

13. The Supplier will not perform irregular and hazardous work not specified herein, unless a prior written approval for such purposes was issued by the Authority and subject to safety regulations as so instructed by the Authority.

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14. The Supplier undertakes to comply with the safety requirements brought to its attention by the Authority Safety Supervisor. The Supplier will comply with the Authority Safety Supervisor’s requirements with respect to the replacement of an employee performing the work in a dangerous and/or negligent manner. Such an employee will not be returned to the Site by the Supplier. The Supplier alone will be liable for any consequence of such replacement (e.g. if the replacement by the Supplier will influence the employer-employee relations between the Supplier and such employee). The Authority will be exempted from any liability arising out of such replacement. In the event legal action is submitted against the Authority by an employee replaced as specified above, the Supplier will indemnify the Authority, immediately, for any expense the Authority may incur as a result of such actions, including any legal fees.

15. Without derogating from the provisions of the Contract, the Supplier will obey any order to cease work issued by the Authority Safety Supervisor due to safety shortcomings in the work. The work will be ceased immediately in order to enable the necessary corrections and will be renewed only subject to receipt of the Authority Safety Supervisor’s prior written approval. In such case, the Supplier will not be entitled to any compensation whatsoever due to the resulting delay, nor for any direct or indirect damages thereto. For the removal of doubt, the Supplier alone will be responsible for such damages.

16. The Supplier will comply with the instructions of the Authority Safety Supervisor, issued from time to time. The Supplier will immediately report the Authority safety and hygiene department, of any work accident at the Site, in accordance with the Labor Supervision Organization Law 1954.

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Annex "F" Form of Guarantees

Date: ____________

_______________________ (Name of guaranteeing bank to be completed)

_______________________(Address of guaranteeing bank to be completed)

To:

Israel Airport Authority (the "IAA")

Dear Sirs,

Re: Guarantee No. _______

(the "Guarantee")

1. Pursuant to the request of [] [Name of Supplier to be completed], whose registered address is at [] [Address of Supplier to be completed] (the "Supplier"), we hereby guarantee to pay you any sum, at your demand, up to the overall amount of ______ (____________) (hereinafter: the "Guaranteed Amount"), in connection with Contract No. ___________________ for the design, supply and installation of an Aeronautical Message Handling System (AMHS) for the Israel Airport Authority, executed by and between the IAA, and the Supplier (hereinafter: the "Contract”).

2. We hereby give you our irrevocable guarantee to pay you, upon your first written demand, any sum specified in such demand up to a total of the Guaranteed Amount, immediately and no later than seven (7) business days from the date of receipt of your demand. Any demand under this Guarantee must reach us in writing to the branch office, within the branch working hours, at its address at [].

3. To avoid doubt, your demand for payment of the Guaranteed Amount may be effected in stages, and the payment will be executed in accordance with your demand provided that the overall total of the payments does not exceed the Guaranteed Amount (prior to any reduction thereto, if applicable).

4. We hereby waive any right we might have of first requiring you to pursue your legal remedies against the Bidder and waive notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any failure to comply with the terms of the Contract. We hereby agree that our obligations under this Guarantee are direct, primary, unconditional, autonomic and

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irrevocable and that any modification and/or amendment of the terms and conditions of the Contract shall not release, effect or impair our liability under this Guarantee.

5. This Guarantee shall not be assigned or transferred by you without our consent.

6. This Guarantee shall become effective on _________ [to be completed] and shall be in full force and effect until _______ [to be completed].

7. This Guarantee shall be solely and exclusively governed by the laws of the State of Israel and the courts of Tel-Aviv-Jaffa, Israel shall have the sole and exclusive jurisdiction over all matters and disputes arising in connection with this Guarantee.

Yours Sincerely,

____________

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Annex "G" Security, Data Protection and Confidentiality

1. Preliminary Clarifications

The following special symbols, as they appear in the present appendix, shall refer to the

following:

- Sections 2.4 through 2.7 refer to tenders related to information systems or critical /

classified systems.

- This paragraph / section refers to tenders related to information systems or critical /

classified systems.

2. General information

It should be clarified that any reference in the present Appendices to "the Airport"

or "Airport" shall denote "within the Airport area as well as within each of the sites

under the responsibility of Israeli Airports Authority throughout Israel", except

where the reference is made to Terminal 3.

2.1. Ben Gurion Airport and the planes departing from there constitute a preferred target

for attacks for the various terrorist organizations.

2.2. The Israeli Government, in one of its resolutions, has assigned the Israeli Airports

Authority and the Airport's management with the responsibility over the physical

security of the Airport, the responsibility over the prevention of attacks on aircrafts

departing from the Airport, and the responsibility over the prevention of weapon

smuggling into the territory of the State of Israel.

2.3. In another resolution, the Israeli Government decided to define a number of bodies as

being regulated by the Israel National Information Security Authority (hereafter:

"NISA"), with the Israeli Airports Authority being one of those bodies. In light of this

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resolution, NISA's regulations on any matter pertaining computer systems,

development of computer systems, and applications bind the provider.

2.4. The Israeli Airports Authority has defined information security and the protection of

the computer system as a top-priority strategic concern, and any provider of

computing services has to therefore meet the requirements prescribed herein.

2.5. As a provider that is expected to operate within the Airport, and in particular within

the restricted areas, provisions pertaining to the security of the Airport and to the

security of arriving and departing passengers and planes shall apply to you, as well as

all information security provisions and procedures that apply to Israeli Airports

Authority employees.

2.6. All the present provisions bind the provider and service providers on its behalf,

including subcontractors.

2.7. Classification and Essentiality of the Information and Information Systems

The information systems constitute the operational infrastructure of the IAA and are

vital for its operation. Damage to these systems may disrupt and even terminate the

provision of services to IAA customers. Accordingly, the information systems

require protection for the assurance and security of the operational confidentiality,

integrity, reliability, survivability, and continuity.

The IAA's information systems include sensitive information at various levels of

sensitivity or confidentiality. The general classification is commercially

confidential / sensitive (equivalent to the classification level of "confidential"), with

certain networks that are expected to be classified secret in the future, including

information requiring protection according to the Protection of Privacy Law and the

regulations thereof.

The information systems are vital to the proper operation of the IAA and damage to

these systems may cause disruption, malfunction and termination of the provision of

services.

Therefore, all security requirements must be complied with, together with any other

security-related definitions that may be provided by a competent Authority official

(of the IAA) at any time, even after signing on the contract, during all the activities

implemented for the provision of services according to the present procedure, if,

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during the provision of the services the provider finds that the security tools currently

applied to the software and applications fail to meet any of the following

requirements:

The information security requirements for sensitive / confidential / secret (in the

future) information;

The applicable SII information system security standards;

The provisions of the Protection of Privacy Law and its regulations;

Requirements provided by NISA, then the provider must notify the person assigned

to information security on behalf of the IAA and follow his or her instruction.

2.8. Classification of the Documents of the Present Procedure

If the present tender process is defined as a classified tender process or as a tender

process containing classified information, you should follow the provisions of the

appendix "Guidelines for Working with Classified Tender Documents Appendix". In

any case, the documents of the present Procedure shall be treated to assure that they

do not reach unwanted or unauthorized hands.

3. Purpose

The purpose of the Appendix is to define and set out the instructions and guidelines that

bind the provider and anyone acting on the provider's behalf, who is employed for the

provision of the services as part of the various actions taken in order to prevent hostile

parties from collecting information and launching an attack within the Airport area.

4. Responsibility

4.1. The provider shall assign a representative on its behalf (hereinafter: "Security

Trustee") to coordinate all the activities of the provider in the security aspect who

will bear the responsibility over the compliance with the present Appendix with the

security division of the Airport (hereinafter: the "Security Division"). That being, on

all matters related to the physical security. That individual may also represent the

provider on all aspects concerning information security on behalf of the IAA on all

matters related to computers and information, as specified in Subsection 4.6 herein,

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that being from the day his or her appointment is certified and during the entire period

of the provision of the services, as defined in the contract.

4.2. Until the nominee for the Security Trustee position is approved by the Security

Division, the General Manager of the provider shall act in this aspect.

4.3. The provider shall assign a representative on its behalf (hereinafter: "Information

Security Trustee"), to coordinate all the activities of the provider in the information

security aspect, who will bear the responsibility over the compliance with the present

Appendix with the Information and Computers Department - the Information Security

Manager on behalf of the IAA as specified in Subsection 4.7 thereof, from the day his

or her appointment is certified and throughout the period of the provision of the

services, as defined by the contract.

4.4. Until the nominee for the Information Security Trustee position is approved by the

Information and Computers Department, the General Manager of the provider shall

act in this respect.

4.5. It is possible for the same provider representative to serve both as the Security

Trustee and as the Information Security Trustee.

4.6. The Security Trustee

4.6.1. The Security Trustee shall serve as the sole liason with the Security

Division on behalf of the provider throughout the contract period,

coordinating all the actions required on the part of the provider by the

provisions thereof, or by any other instruction that may be issued to the

provider, from the Security Division in general and the Licensing Office in

particular, as well as with the Information and Computers Department.

4.6.2. The Security Trustee shall receive a detailed briefing from an authorized

representative of the Security Division, no later than one week after the

appointment of the Security Trustee. The briefing shall include explanations

and clarifications of the provisions herein. In addition, the Security Trustee

shall be provided with additional general security requirements and

procedures applying to all the visitors of the Airport area, with which the

Security Trustee shall be required to comply and which he or she shall be

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required to instill in the employees of the provider and any other person

acting on the provider's behalf. If the tender relates to matters of information

and computers, the Trustee shall additionally be briefed on information

security by a competent person from the Information and Computers

Department.

4.6.3. The Security Trustee must be closely familiar with the provisions herein and

with the other security and information security procedures that apply to the

provider and any person on its behalf, and shall be required to enforce them.

4.6.4. The Security Trustee shall maintain regular contact with an authorized

representative of the Security Division and Information and Computer

Department and shall maintain through this representative with security

procedures and rules that may relate to the provider's activity within the

Airport area as required.

4.6.5. The Security Trustee shall approve by signature any application for an entry

permit for the restricted areas for persons acting on behalf of the provider,

and shall maintain ongoing internal monitoring of the validity of existing

permits.

4.6.6. The Security Trustee shall attend an introductory meeting with an

authorized representative of the Security Division and undergo security

briefing by the authorized representative no later than 14 days before the

beginning of the provision of services according to the present Procedure.

4.6.7. The Security Trustee is required to brief and update the employees of the

provider on the applicable security and information security provisions and

procedures, including those added from time to time.

4.6.8. The provider shall provide the Security Division with the name and

information of its Security Trustee nominee for approval in accordance with

Section 5 below.

4.6.9. The provider undertakes to transfer all the aforementioned information, as

specified in Subsection 5.2 below.

4.6.10. The Security Division shall be entitled to require additional information

beyond that specified in Section 5 below, to reject nominees, and require the

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provider to present other nominees instead of those rejected and replace an

elected nominee - at any given time and at its sole discretion, without

having to provide the provider with a reason for this.

4.6.11. The appointment of a Security Trustee shall be made, at the latest,

approximately 30 days before the period of the services provision begins.

4.7. The Information Security Trustee

4.7.1. The Information Security Trustee shall serve as the liason with the

Information and Computers Department on behalf of the provider

throughout the contract period, coordinating all the actions required on the

part of the provider by the provisions herein with the Information and

Computers Department on all matters related to information security.

4.7.2. The Information Security Trustee shall attend an introductory meeting with

an authorized representative of the Information and Security Department

and undergo information security briefing by the authorized representative

no later than 7 days before beginning on the provision of services according

to the present tender.

4.7.3. The Information Security Trustee shall receive detailed briefing from an

authorized representative of the Information and Computers Department, no

later than one week after the appointment of the Information Security

Trustee. The briefing shall include explanations and clarifications of the

provisions thereof. In addition, the Information Security Trustee shall be

provided with additional general requirements and procedures that apply to

all the persons making operations related to the Authority's computer system

with which the Information Security Trustee shall be required to comply and

which he or she shall be required to instill in the employees of the provider

and any other person acting on the provider's behalf.

4.7.4. The Information Security Trustee must be closely familiar with the

provisions herein and with the other relevant information security

procedures that apply to the provider and any person on its behalf, and shall

enforce them.

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4.7.5. The Information Security Trustee is required to maintain regular contact

with an authorized representative of the Information and Computers

Department or another representative of the IAA serving as the contact

person on behalf of the Information and Computers Department on these

matters, as required.

4.7.6. The Information Security Trustee shall approve by signature on any matter /

application related to information security in the computer systems of the

provider or to the connection to the IAA's computer systems from the

systems of the provider that may have an impact on the system's

connectivity and operation.

4.7.7. The Information Security Trustee is required to brief and update the

employees of the provider on the applicable provisions and procedures,

including those added from time to time.

4.7.8. The provider shall provide the Information and Computers Department with

the name and information of its Information Security Trustee nominee for

approval in accordance with Section 5 below.

4.7.9. The provider undertakes to transfer all the aforementioned information.

4.7.10. The Information and Computers Department shall be entitled to require

additional information beyond that specified in Section 5 below, to reject

nominees and require the provider to present other nominees instead of

those rejected and to replace an elected nominee - all at any time, at its sole

discretion and without being required to provide any explanation regarding

these decisions.

5. Approval of Employment or Operation within the Airport Area

5.1. As mentioned, the Airport is a sensitive-security are. Therefore, the provider shall be

permitted to employ within the Airport area, or to contract a third party to operate

within the Airport area, only applicants who have passed a criminal record check and

security suitability screening according to the security level required for the specific

operation and type of work.

5.2. The employee and his or her employer undertake to provide all the information

required for the approval process through the following forms:

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5.2.1. Security suitability forms for Israeli citizens:

5.2.1.1. Personal questionnaire + brochure for the testee

5.2.1.2. Waiver of medical confidentiality and confidentiality of information

5.2.1.3. Commitment statement regarding the use of drugs

5.2.1.4. Photocopy of identity card/driver's license

5.2.1.5. Form for the criminal record check and a photocopy of an identity

card

5.2.2. Security suitability forms for noncitizens:

5.2.2.1. Foreign applicant questionnaire

5.2.2.2. Valid passport photocopy

5.2.2.3. Certificate of a clean criminal record on behalf of the legal authorities

of the applicant's current state of residency

The listed forms are enclosed herein (in Hebrew). Notwithstanding the foregoing,

it is the sole responsibility of the provider to make sure that the enclosed forms are

at the latest version. The forms are also available through the Security Division

and/or Information and Computers Department.

5.3. The provider undertakes to transfer the information through the above forms, signed

by the applicant with the signatures validated by the Security Trustee (by his or her

signature).

5.4. The provider undertakes to report and update on every change in the applicant's

information or on any information that may be relevant in terms of security of which

it is notified after the applicant's information was transferred or after the applicant's

employment/operation has been approved.

5.5. The Security Division shall be entitled, at its sole discretion, to require additional

information on any employee, provider, contractor or other person acting on behalf of

the provider and shall be entitled to deny entry to the Airport area, for security

reasons, from any such person, even if his or her entry has already previously been

approved, this without having to provide any reason.

5.6. The provider undertakes not to employ and not to allow to work for any person whose

information has not been transferred or who has not been approved by the Security

Division.

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5.7. The provider undertakes to notify the Security Division with immediate effect of the

employment termination of any of its employees and to immediately revoke the

restricted area entry permit (as possible) of the employee.

5.8. The nominee acceptance and security clearance process may take several days up to

several weeks (up to three months). The length of the process also varies from person

to person – depending on the person's personal information and background, and the

provider should take this into consideration in its personnel and schedule planning.

The provider undertakes that the personnel approval process will not cause a delay in

the provision of the services.

6. General Security Guidelines

6.1. Security Briefing for Employees

6.1.1. The provider shall conduct security briefing (according to Security Division

guidelines) for every employee employed for the provision of the services,

before the employee begins the work. The briefing shall emphasize the

following subjects:

Restricted areas and passage control

Security conduct rules in accordance with Section 8.

An obligation to confidentiality and information protection

6.1.2. The provider undertakes to have all the employees on its behalf undergo

security briefing no later than 7 days after the beginning on his or her

employment within the Airport area.

6.1.3. In addition to the initial briefing, the provider shall conduct biannual

refresher briefings, in which the employees shall receive updates on the

needs of the Security Division related to their areas of activity.

6.2. Restricted Areas and Passage Permits

6.2.1. Since the Airport constitutes a border crossing, and in view of the guidelines

provided by the competent authorities, restricted areas have been defined

within the Airport area, to which entry is permitted only to those to whom

an appropriate entry permit has been granted. The entry to such areas and

passage between them shall only be permitted with the entry permit.

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6.2.2. The entitlement to a restricted area entry permit shall be conditioned by a

suitable security clearance from the security authorities and such permits

shall be issued according to the IAA Rules (Entry to Restricted Areas),

1983.

6.2.3. The entry permit shall be issued to the employee only after having passed all

the security suitability processes, and only if required for his or her function.

6.2.4. The entry permit shall be issued to the employee for only his or her work

area, and it is strictly prohibited to make any other use of the permit or

transfer it to any other person.

6.2.5. The use of the entry permit for passage shall be made subject to and in

accordance with the passage rules and passage control procedures as

provided by the Security Division.

6.2.6. Applications for reliability checks and issuance of entry permits shall be

submitted by the Security Trustee to the Information and Computers

Department, which will then transfer them to the Licensing Office of the

Airport. This is made for employees of the provider only, and in accordance

with their function in the provision of the services only. Each application

shall be issued together with the request of the Authority unit receiving the

service. The unit's request shall include a description of the type of required

entry permit.

6.2.7. The provider is responsible for revoking and returning to the Authority unit

receiving the service or to the Airport Licensing Office every entry permit

granted to a provider employee where the employment by the provider is

terminated, the restricted area for which the permit is required is changed or

the employee's position is changed to a position not requiring restricted area

entry permit.

6.2.8. The Air Side permit application processing may take approximately two to

three weeks. The process may take longer if the Air Side entry permit

application includes a request for entry and movement with a vehicle to this

area.

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6.2.9. The Security Division is entitled, at its sole discretion, to revoke any entry

permit at any time and without prior notice or reason.

6.2.10. Security Division Requirements for a Person Holding Restricted Area

Entry Permit

6.2.10.1. Entry to the restricted areas requires the employee to register to the

organizational biometric system. The use of this biometric validation

binds every person attempting to pass from the Land Side to a

restricted area, or to access restricted areas controlled and monitored

by this system.

6.2.10.2. The permit badge must appear clearly and noticeably throughout one's

presence in the restricted area.

6.2.10.3. The permit shall be used for duty and work purposes only.

6.2.10.4. The use of the permit shall be made in accordance with the passage

control rules and procedures of the Security Division.

6.2.10.5. The permit holder shall make sure to remain within the allocated areas

that he or she is allowed to enter in accordance with the permit.

6.2.10.6. It is prohibited to transfer a restricted-area entry permit to another

person (constituting a criminal offense). The permit is personal and

nontransferable.

6.2.10.7. The permit must not be left within a vehicle.

6.2.10.8. The termination of an employee's employment must be reported

immediately to the unit receiving the service, and then to notify the

Security Division, and the permit of the employee must be returned.

Unlawful possession of an entry permit constitutes a criminal offense.

The unit shall be responsible for transferring the permit to the Security

Division.

6.2.10.9. Renewal of a lost, stolen or defaced permit is subject to the approval

of the Airport's Licensing Committee Chairman, and to a payment for

the issuance of the alternative permit, at a rate determined by the IAA

from time to time.

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6.2.11. Licensing Office – Submission of Applications for Restricted Area

Entry Permits

6.2.11.1. The Licensing Office is located at the parking lot next to the reception

hall.

6.2.11.2. The Office is open Sundays through Fridays.

Reception hours:

Sundays – Thursdays from 08:30 – 13:30 and from 15:00 – 19:00

Fridays– 08:30 – 13:30

6.2.11.3. The restricted area entry permit application includes:

Letter of request from the provider together with certification from

the provider's accountant that the applicant receives a salary from the

requesting body (Proof of employment).

Security suitability check forms (including photocopy of an identity

card/driver's license)

A Criminal-record check permission form (including a photocopy of

an identity card/passport)

Letter from the Authority unit receiving the service, including a

description of the type of entry permit required.

6.2.11.4. The forms are available at the Licensing Office.

6.3. Reception and Transportation of Merchandise and Shipments

6.3.1. If as part of its operation the provider is required to transfer merchandise

into or from the Airport area (especially the restricted areas), it must

carefully follow the following security guidelines:

6.3.1.1. Listing of Suppliers:

(a) The provider shall submit, within the 60 days preceding the

commencement of the provision of the services but no later than the

21st day before the commencement of the provision of the services,

in writing, a list of suppliers, freight companies and drivers

(hereinafter: "Supplier List") expected to serve the provider during

the provision of the services, in accordance with the provisions of

Section 4.

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(b) If the provider wishes to include an additional supplier in the

approved Supplier List during the provision of the services, it shall

submit a reasoned application to the Security Division and follow

the provisions of Section 4 above.

(c) The provider undertakes not to receive such services from parties

not included in the Supplier List and to notify the Security Division

immediately of any party included in the Supplier List that the

provider no longer receives service from, whether the termination of

service provision has been initiated by the provider or by said party.

6.3.1.2. An operational area has been defined in Terminal 3, designated for the

entry of suppliers for offloading and uploading merchandise at the

ground terminal. Security control and checks shall be conducted at the

entrance to this area according to the Security Division's suppliers

procedure, and entry to this area shall be permitted only to persons

authorized according to the provisions herein.

6.3.1.3. The conveyance of the merchandise from the (authorized) supplier to

the warehouses/facilities in the Air Side and to the uploading ground

in the operational area shall be conducted under close supervision of

the transporter, with the trunk locked! (Random inspections shall be

conducted at the Air Side entrance gates).

6.3.1.4. Transportation of merchandise to or from the service locations in the

restricted areas of Terminal 3 shall be conducted by the provider's

employees only, and entry to these areas shall generally not be

permitted for the supplier, except for unusual cases approved in

advance by the Security Division.

6.3.1.5. Facilities located outside the Airport that serve the provider for

storage of merchandise intended for air transportation, sale or use

within the Airport area (including sale at the service locations) shall

operate according to the security rules and procedures provided in the

Warehouse Operation Procedure (enclosed herein), with the necessary

changes.

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6.3.2. Information Security within the Authority Premises:

6.3.2.1. Records and optical or magnetic media delivered by the Authority to

the provider shall be kept within the Authority premises according to

the Authority Representative instructions; a current inventory listing

of such media shall be maintained.

6.3.2.2. The removal of data, optical or magnetic media containing IAA

information, including information prepared by the corporation of

employees within the IAA premises or outside the premises is subject

to the written approval of the Information Security Manager. The prior

approval of the Information Security Manager shall be obtained for

the use of laptop computers by the provider's employees for the

provision of the services that are the subject of the present Letter of

Undertaking and Agreement.

6.3.2.3. The connection of magnetic or optical media to computer systems

within the Authority premises is subject to prior written approval by

the Information Security Manager. The foregoing also applied to

magnetic or optic media of various programs as well as various

external devices (DOK, computer laptop, etc.), any device that can

contain information and any other information medium including

paper.

6.3.2.4. Making any changes to the Authority's computer and communication

systems, using external security software and installing new security

tools, all require prior written approval by the Authority/Information

and Computers Department Representative, following written

application from the provider and discussion, as needed.

6.3.2.5. It should be clarified that the Information and Computers

Department Representative is the person assigned to information

security at the Israeli Airports Authority. Approval from any

other official in the Authority shall be deemed invalid and in

violation of the Authority's information security procedures.

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7. Control and Audit

7.1. The Security Division, in collaboration with the Israel Police and the Israel Security

Agency, as well as representatives of the Information and Computers Department,

shall be entitled, at their sole discretion and without being obligated to do so, operate

a control and audit system for ensuring that the security procedure, as provided

herein, are fully and accurately complied with.

7.2. The control and audit system shall include various drills for the employees and the

system as a whole, as well as planned audits and surprise inspections across all

service locations and at the sites of the provider and the subcontractors operating on

behalf of the provider.

7.3. The provider undertakes to allow the auditors operating on behalf of the Security

Division or the Information and Computers Department, at any time and frequency,

access to all security-relevant information, to cooperate with the auditors and to

immediately correct all the discovered deviations.

7.4. If any deviation from the security rules is found, the provider shall correct it

immediately and provide within a week written explanation as to the reason for the

deviation.

7.5. The IAA shall be entitled at its own discretion to terminate the provision of the

services or the performance of the works by the provider in the event of any deviation

from the security rules that is determined, and to have an impact on the security level

at the Airport, until the correction of said deviation.

7.6. Such control and audit measured, implemented or not, shall not release the provider

from its commitments toward the IAA.

8. Confidentiality

8.1. The provider and any person operating on behalf of the provider that is engaging

and/or expected to engage in the provision of the services it is obligated to keep

confidential, shall not disclose to and/or inform any person on any knowledge or

information regarding the security arrangements or the information and computer

systems to which he or she is exposed during the activity within the Airport area.

8.2. The Security Trustee and Information Security Trustee and any person who actually

manages the provision of the services on behalf of the provider shall sign on a

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confidentiality declaration, binding them to comply with the foregoing. The security

requirements provided in said document and in any other document issued on the

matter in the future shall also bind subcontractors employed by the provider, and the

provider is responsible for assuring their compliance.

8.3. Service providers' Confidentiality Declarations: every service provider (provider

employee, subcontractor or subcontractor's employees) shall be obligated to sign,

prior to commencing work under the present Procedure, on a confidentiality

declaration. The declaration shall be accompanied with the signature of the provider

(in addition to that of the service provider). The confidentiality declarations shall be

submitted to the Authority Representative; the declaration template is enclosed

herewith, hereinafter referred to as Form 2.

9. Security Rules of Conduct

9.1. It is strictly prohibited to carry arms in the Airport's restricted areas and public

terminal halls.

9.2. The provider and any person operating on behalf of the provider are obligated to

comply with any instruction provided by the Authority security personnel, in normal

activity and emergency situations.

9.3. The movement of the Security Division's security staff for security purposes during

emergency or normal operation and during drills shall be permitted at all times and

without delay or disruption on the part of the provider or anyone operating on its

behalf.

9.4. It is strictly prohibited for the provider and the provider's employees to board a plane

and/or enter restricted areas other than for the purposes of their work.

9.5. If exposed to unusual information or situation that may be of security value, the

provider and any person operating on behalf of the provider are obligated to report to

the Security Division personnel or to the representative of the unit receiving the

service, requesting to pass on the information to the Security Division.

9.6. Loading baggage/objects/goods on a plane or providing an object/baggage to a

passenger expected to fly in violation of the security procedures and without the

approval of the security personnel is strictly prohibited!

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10. Changes and Revisions

10.1. The Security Division procedures and information security procedures are

occasionally revised, in view of assessment made by the Security Division and

Information and Computers Department and according to the supervising State

bodies. It is hereby clarified that the Security Division and Information and

Computers Department are entitled to change and revise the provisions herein,

at their sole discretion and at any time.

10.2. It is hereby clarified that any change in the nature of the provider's activity and /

or in the structure of any of the service locations and / or facilities serving the

provider may be of security significance and may lead to change and / or revision

to the provisions h.

10.3. The provider shall receive from the Security Division either directly or indirectly

through the unit receiving the service, notification concerning any expected

revision or change to the provisions herein, and shall be bound by said revision or

change.

11. Miscellaneous

11.1. The provisions herein shall not derogate from the procedures of the Security

Division and Information and Computers Department and from the security

rules of conduct that pertain to the visitors of the Airport.

11.2. The provisions herein shall not derogate from any other provision of the Contract

and/or its appendices.

11.3. The provisions of Section 5.2 shall not apply to a provider whose activity does not

require access to the restricted areas.

11.4. Any violation of any of the provisions herein and/or the general security

provisions that apply to the provider, which as determined by the Security

Division, has an impact on the security of passengers, visitors and planes at the

Airport, shall constitute material breach of the Contract.

11.5. Every document found in the possession of the provider or a service provider on

behalf of the provider shall be returned to the IAA after the work of the service

provider (or the provider in general) is concluded. The provider undertakes to

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destroy all the document and files in its possession regarding the Authority and

the work that is the subject of the present procedure when work is finalized.

The IAA reserves the right to audit this activity without prior notice at any

provider site, without exception.

11.6. According to the provisions of the Contract, the Authority Representative is

entitled to demand the immediate termination of any employee or subcontractor

employed as part of the business engagement with the IAA, at the representative's

sole discretion. The provider shall terminate the said person's employment

without explanation. The IAA shall not be required to provide any explanation for

such termination.

12. Security Procedure at the provider's Premises

The present Section applies only when the provider implements for Israel Airports

Authority under the present Agreement a computerized system or elements of a

computerized system.

The following are the requirements in the event of information processing within the

provider's premises. All the following provisions refer both to the provider and to

subcontractors operating on behalf of the provider.

The provider explicitly undertakes as follows:

12.1. The ICT system on which the services will be performed within the provider's

premises shall be disconnected from the company's main computer system.

Alternatively, if the provider proves, to the satisfaction of the Authority

Representative, that the security measures implemented by the provider guarantee

complete isolation of the IAA information from the provider's computer system or

from any information of another company to which the provider provides service,

the provider shall be entitled to operate accordingly.

12.2. The access to IAA information shall be only allowed to authorized individuals, as

approved by the IAA.

12.3. Access to IAA information from the provider's computers:

12.3.1. The provider shall enact information security mechanisms to prevent

unauthorized access to IAA information. If the identification and

authentication mechanism is based on passwords, the high-security

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requirements of the passwords standard of the Standards Institution of Israel

must be met. The mechanisms that the Bidder intends to use must be

presented.

12.3.2. The provider shall operate a system of security and control over the user

activity in the provider's computer system, and this system shall require the

approval of the Authority Representative. The mechanisms that are intended

to be used shall be presented.

12.4. Diagnostic and correction activities (of both hardware and software) required

while IAA information is stored on drives in the computer systems of the Bidder

or provider shall be conducted in the premises of the provider without remote

communication and without the activation of remote control software.

Maintenance activities shall only be conducted by persons appropriately

authorized by the Authority Representative. The Bidder shall make the

appropriate preparations in advance.

12.5. Media containing information used to back up IAA information shall be retained

in a locked safe. The keys to the safe shall be kept by authorized persons with

IAA security clearance who are designated for that purpose. Such an authorized

individual shall not be replaced without informing the IAA pending its approval.

The replacement of such authorized individual without IAA approval shall

constitute a material breach of the Contract.

12.6. Upon finalizing the processing of a specific item of information (including the

completion of the work of a service provider or the termination of the Contract) or

as requested by the IAA, every documentation, software and other medium

required for the activities shall be immediately transferred to the IAA and without

delay (and without any right to delay) or to another party, as instructed by the

Authority Representative. After the information is transferred, all information,

documentation, software and other media (including magnetic or optical media)

found in the possession of the provider and related to the provision of the services

to the IAA, shall be destroyed in a manner that would not allow its recovery by

any party. This shall be done according to the procedures and standards that apply

to sensitive/confidential/highly confidential/classified information.

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A document signed by the provider attesting full compliance with all the

foregoing shall be submitted to the Authority Representative.

The present provisions also apply to information kept by any subcontractor.

The IAA reserves the right to audit provider or subcontractor sites in order to

ensure compliance with the present provisions, without prior notice during the

regular work hours.

12.7. The Authority Representative must be immediately informed in the event of the

loss of a document or material or malfunction of the provider or subcontractor

computer system information security system.

If unauthorized access to such information is suspected (whether through the IAA

systems or through the information systems of the provider or subcontractor) or

any malfunction of the IAA's information security system is suspected, the

provider must immediately information about it to the Authority Representative.

If an attempt to compromise such information is suspected, the provider must

immediately inform about to the Authority Representative and take action to

prevent and remove any damage to the information, as instructed by the Authority

Representative.

13. Critical System Development in provider Premises Procedure

The present section applies only when the provider implements a critical computer system

or elements thereof for the Israeli Airports Authority under the present Agreement – a new

project, change to an existing critical computer system, or an addition of elements to such

a system. All the following requirements are provided in addition to all the other

information security requirements and agreements between the Israeli Airports Authority

and the provider, and not instead of them. All the following provisions refer both to the

provider and to the subcontractors operating on behalf of the provider. The provider

explicitly undertakes to comply with the following:

13.1. A detailed specification document including all the critical system security aspects

shall be prepared.

13.2. The work plan shall define milestones for checking the compliance with the

specified security aspects.

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13.3. The finalization of the abovementioned milestones shall be subject to written

approval by the critical system director and the person assigned to information

security on behalf of the Israeli Airports Authority.

13.4. Development according to "hardened code principles":

a. Assuring the conformity of the planning and development with the customer

requirements

b. Secure code control

c. Verification and validation of the elimination of backdoors and security

loopholes by the development director

d. Restriction of access options and permissions from the application to the

entire system

e. Operating system core access control

f. Input control

13.5. The provider is liable to carry out the development in accordance with the

"hardened code principles" as specified in Section 13.4 above in general and with

the secure code control requirement [Item 13.4 b above] in particular.

13.6. [At least] 3 work levels shall be defined – development level, testing level and

production level.

13.7. The transition from one level to the other shall be subject to written approval by

the critical system director and the person assigned to information security on

behalf of Israel Airports Authority.

14. Israel National Information Security Authority

The Israeli Airports Authority is one of the State of Israel bodies that operate under the

instruction of the Israel National Information Security Authority (NISA). If the system

meets the criteria of a system that is required to be subject to the supervision of the Israel

National Information Security Authority, or if it interfaces with such systems, any

instruction provided by this body with respect to the system shall bind the provider. The

instructions shall be provided according to the type of system and to the requirements of

the supervising body.

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Form 1: provider's Letter of Undertaking – Confidentiality, Security Arrangements

I, the undersigned, _____________________________, identity number

_________________________, employed by the corporation

_____________________________________, as legally registered, in the position of

____________________________, authorized signatory on behalf of the Corporation,

hereby undertake on behalf of the Corporation and personally as follows:

1. Introduction

Whereas the Corporation is engaged in a business relationship with the Israeli Airports

Authority (hereinafter referred to as the "Authority") and whereas knowledge and

information relayed or expected to be relayed to the Corporation or be created due to the

specified business engagement are classified as sensitive/confidential and highly

confidential information (according to the information system and information security

procedures of Israel Security Agency and of Israel National Information Security

Authority), therefore I, the undersigned, agree, declare, and undertake on behalf of the

Corporation and personally as follows:

2. Introduction

The above introduction constitutes an integral part of the current undertaking.

3. Application

3.1. The current undertaking constitutes an appendix to every agreement (including

orders) signed between the Corporation and the Authority, and an integral part

thereof.

3.2. The current Appendix is a general undertaking to maintain confidentiality and the

security arrangements, and it binds the Corporation during all activities related to the

provision of ICT services for the Authority in any capacity.

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4. Appendices

4.1. In the event of conflict between any agreement and the present Letter of Undertaking,

the provisions of the present Letter of Undertaking shall prevail.

4.2. In the event of conflict between the provisions of the present Letter of Undertaking

and clear and explicit provisions of the Security Section and specific appendices

enclosed with the agreement between me and the Authority (hereinafter referred to as

"Specific Appendices"), the latter shall prevail.

5. Confidentiality

5.1. I hereby declare that that I am aware that the overall classification of the information

in question is sensitive/confidential/highly confidential/classified, and I undertake

to keep it confidential according to the procedures specified in the introduction

herein.

5.2. I hereby undertake to inform my employees and subcontractors, having been

approved by the Authority, of this entire Section, including the Penal Law of 5737-

1977 (hereinafter referred to as the "Law"), through indication of the Law and/or by

signing an appropriate form and/or any other mean, as instructed by the Authority

Representative (as defined in Section 6 below).

5.3. The abovementioned Law has been brought to my attention, and particularly Items

118 and 119, as quoted below:

118. Disclosure in Breach of Contract

a. If a person drew a contract with the State or with an inspected body, within its

meaning in the State Comptroller Law [Consolidated Version] of 5718-1958, and

if that contract contains an undertaking to maintain secrecy of any information

obtained by him in the performance of the contract, and if he delivered such

information without lawful authority to a person not authorized to receive it, then

he is subject to one year's imprisonment.

b. In this section, "person who has a contract" includes any person employed for the

implementation of the contract as an employee or contractor; however, it is a good

defense for a person charged under this section that he did not know of the

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undertaking to keep the aforesaid information secret and that he delivered the

information in good faith.

119. Disclosure in Breach of Trust

If an official document was delivered to a person on the express condition that he

must keep it confidential and if he delivered it to a person not authorized to receive it,

then he shall be liable to one year's imprisonment; if he was negligent in protecting

the document or if he committed misdeed that compromises the safety of the

document, he shall then be subject to six months' imprisonment.

"Information" includes incorrect information and any description, plan, password,

symbol, formula, object or any part thereof, which contains information or may be a

source of information.

"Delivery" includes delivery by means of marks or signals and rendering delivery.

5.4. I hereby undertake to keep confidential and not to disclose or bring to a disclosure to

any person, in Israel and abroad, any such information as long as this Letter of

Undertaking applies, as well as after its expiration and at all times, unless approved in

writing and in advance by the Authority Representative.

"Disclosure" includes delivery of information regarding the information system

security and information security methods and means of the Authority including data,

application software and ICT systems, trade secrets and / or technical secrets and/or

professional secrets, business plans, promotional publication, presentation of

documents and contracts for obtaining bank credit, delivery of information to the

media, publication of articles in the general and professional media, broadcasted

reports and lectures.

5.5. I am aware that I shall be permitted to disclose any such information only to persons

who have undertaken to keep it confidential, subject to the present Letter of

Undertaking and for work purposes only. In any other case, I undertake not to

disclose the information unless I have obtained explicit written approval from the

Authority Representative.

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5.6. The term "confidential information" shall not refer to the following:

5.6.1. Information that is common knowledge and/or that has become common

knowledge after signing on the contract, not as a result of breach of the

Provider's or any third party's undertaking.

5.6.2. Information delivered to the Provider from a third party not in violation of

the confidentiality undertaking.

5.6.3. Information that the Authority has approved in writing not to be included in

the confidential information.

5.6.4. Information that the Provider is required to disclose according to a court

order made by a competent court, provided the Provider has notified the

Authority immediately after receiving such order and allowed the Authority

enough time to defend itself.

It is hereby clarified that the burden of proof of the existence of any such

exception to the confidential information shall lie on the Provider's sole

responsibility.

6. Authority Representative

The Authority Representative with respect to the present Letter of Undertaking shall be

the director, the person assigned to the security of the information systems on behalf of

the Authority or his or her delegate. The Authority Representative shall deliver all the

security provisions and instructions related to the present Letter of Undertaking and to its

implementation for securing the Authority's information and information systems and

occasional instructions as I need, my employees and/or subcontractors with whom I

maintain a business relationship for the provision of the computing services for the

Authority.

7. Annulment of the Present Letter of Undertaking

I acknowledge that the present Letter of Undertaking and/or any other security document

or appendix is not changeable and/or annullable without the written prior approval of the

Authority Representative.

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8. Violation of the Current Letter of Undertaking

The violation of any of the provisions thereof and/or of any other specific security

document or appendix by any person acting on my behalf constitutes grounds for the

termination of the business relationship with the Authority. I also acknowledge that in

such an event, I shall be liable to a tort claim damages caused as a result of the annulment

of the Agreement. This provision is provided in addition to any other right to which the

Authority is entitled according to the present Letter of Undertaking or any other

agreement between me and the Authority.

9. Corporation's Responsibility

It is hereby clarified that none of the foregoing shall release me of my sole responsibility

with respect to all confidentiality and security arrangement matters.

10. Interpretation of Plural and Singular

Any reference made in this agreement to the singular includes the plural and vice versa.

11. Inclusion of the Provisions of the Specification and Request for Proposals Documents

The confidentiality and security arrangement issues included in the request for proposals

constitute an integral part of the present Agreement.

In witness whereof, I hereby sign and undertake to comply with the foregoing and the

provisions of the Security Appendix.

_______________________ ___________________ ____________________

Name ID # Signature

__ _______________________ __________________________

Date Corporation Seal

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Form 2: Service Provider's Letter of Undertaking – Confidentiality Declaration

I, the undersigned, _____________________________, identity number

_________________________, employed by the corporation

_____________________________________, in the position of

____________________________, declare as follows:

1. Whereas the Corporation is engaged in a business relationship with the Israeli Airports

Authority (hereinafter referred to as the "Authority") and whereas knowledge and

information transferred or expected to be transferred to the Corporation or to be created

due to the mentioned business engagement are classified sensitive/confidential and

highly confidential information (as defined by the sensitive information and vital

information system security procedure of the Government ministries and institutions), and

confidential/secret (according to the information system and information security

procedures of the Israel Security Agency and of the Israel National Information Security

Authority), therefore I the undersigned agree, declare, and undertake on behalf of the

Corporation and personally as follows:

2. To keep confidential any information I obtain during the provision of the computing

services for the Authority.

3. The Penal Law of 5737-1977 (hereinafter referred to as the "Law") has been brought to

my attention, and particularly Items 118 and 119, as quoted below:

118. Disclosure in Breach of Contract

a. If a person had a contract with the State or with an inspected body, within its

meaning in the State Comptroller Law [Consolidated Version] of 5718-1958, and

if that contract contains an undertaking to keep secret any information obtained by

him during the implementation of the contract, and if he delivered such

information without lawful authority to a person not authorized to receive it, then

he shall be subject to one year's imprisonment.

b. In this section, "person who has a contract" includes any person employed for the

implementation of the contract as an employee or contractor; however, it is a good

defense for a person charged under this section that he did not know of the

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undertaking to keep the aforesaid information secret and that he delivered the

information in good faith.

119. Disclosure in Breach of Trust

If an official document was delivered to a person on the express condition that he

should keep it secret and if he delivered it to a person unauthorized to receive it, then

he shall be subject to one year's imprisonment; if he was negligent in protecting the

document or if he committed a misdeed liable to compromise the safety of the

document, then he shall be subject to six months' imprisonment.

"Information" includes incorrect information and any description, plan, password,

symbol, formula, object or any part thereof, which contains information or may be a

source of information.

"Delivery" includes delivery by means of marks or signals and causing delivery.

4. To retain confidential and not to disclose or cause disclosure to any person in Israel and

abroad, any such information as long as the present Declaration applies as well as after its

expiration and at all times, unless approved in writing and in advance by the Authority

Representative.

"Disclosure" includes delivery of information regarding the information system security

and information security methods and means of the Authority including data, application

software and ICT systems, trade secrets and/or technical secrets and/or professional

secrets, business plans, promotional publication, presentation of documents and contracts

for obtaining bank credit, delivery of information to the media, publication of articles in

the general gazette and professional media, broadcasted reports and lectures.

5. I am aware that I will be permitted to disclose any such information only to persons who

have undertaken to keep it confidential, subject to the present Letter of Undertaking and

for work purposes only. In any other case, I undertake not to disclose the information

unless I have obtained explicit written approval from the Authority Representative.

a. The term "confidential information" shall not refer to the following:

(1) Information that is common knowledge and/or that has become common

knowledge after the signing of the contract, not as a result of breach of the

Provider's or any third party's undertaking.

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(2) Information delivered to the Provider from a third party not in violation of the

confidentiality undertaking.

(3) Information that the Authority has approved in writing not to be included in the

confidential information.

(4) Information that the Provider is required to disclose according to a court order

made by a competent court, provided the Provider has notified the Authority

immediately after receiving such order and allowed the Authority enough time to

defend itself.

It is hereby clarified that the burden of proof of the existence of any such

exception to the confidential information shall lie with the Provider's sole

responsibility.

6. I hereby certify that _______________________________, an authorized signatory of the

Corporation, has informed me of all the provisions of the Confidentiality and Security

Arrangements Letter of Undertaking. I undertake to comply with these provisions and

with the security instructions that are occasionally issued.

7. I undertake to report to the director on behalf of the Authority, to the person assigned to

information security on behalf of the Information and Computers Department as well as to

____________________________, an authorized signatory of the Corporation, in the

event of any malfunction of the information security system of the Authority.

In witness whereof, I hereby provide my signature, having carefully reviewed the current

declaration and undertaken to comply with its provisions.

Date: _______________ __ Name: ________________ Signature: ______________

Signed in the presence of:

Position: __ _______________ Name: _______________ Signature: ____________

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Annex "H" Bank Approval Regarding Account Information

Full Name of Account Owner: ________________________________________ Account Number: _________________________________________________ Branch Number, Name of Branch, Name of Bank: ______________________________________________________________

IBAN/SWIFT Number: ______________________________________

Please join the printed identity bank details of your bank account.(IBAN / SWIFT Number).

Permitted signatories in the account (name and ID Numbers): _____________________________ __________________________________ _____________________________ __________________________________ _____________________________ __________________________________

________________________ Bank’s Signature and Stamp

Approval of the Supplier: I, the undersigned, signatory of the Supplier (Full Company Name) __________________, confirm the above, as accurate regarding our account information. Full Name: ___________________ Signature: ______________ Date: __________ Full Name: ___________________ Signature: ______________ Date: __________ Full Name: ___________________ Signature: ______________ Date: __________

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Annex "I" IAA Facility Agreement (to be attached)