FORM OF AGREEMENT (for Order) RFP No

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1 FORM OF AGREEMENT (for Order) RFP No THIS AGREEMENT is made in this day of, 20, by and between: THE ISRAEL ELECTRIC CORPORATION LIMITED, a corporation registered in Israel, having its registered office at 1 Netiv HaOr Street, Haifa, Israel (hereinafter referred to as "the Purchaser") of the one part and,, a company registered in and having its office at (hereinafter referred to as the "Contractor", which expression shall be deemed to include its successors and permitted assigns) of the other part; PREAMBLE A. WHEREAS, the Purchaser intends to purchase in a four Frame Agreement - MULTIPLEXERS for teleprotection, (hereinafter the "Equipment"); and B. WHEREAS, the Contractor agrees to provide such Equipment and optional goods and services; NOW THEREFORE, THIS AGREEMENT WITNESSETH as follows: 1. The preamble and the following documents attached hereto shall constitute an integral part of this Agreement and the parties shall observe and abide by them: ANNEXURE "A" General Conditions, dated July 2005, revised edition: Multip rev for Contract, 200 ; ANNEXURE "B" Technical Specification , vers.:1.00, dated July, 2013, including attached documents, revised for Contract, 200, (hereinafter "the Specification"); 01-IEC-Agreement Multiplex.doc 1

2 ANNEXURE "C" ANNEXURE "D" ANNEXURE "E1" ANNEXURE E2 ANNEXURE "F1" ANNEXURE "F2" ANNEXURE "G" ANNEXURE "H" ANNEXURE "I" ANNEXURE "J" ANNEXURE K ANNEXURE "L" ANNEXURE M Summary of Prices; all revised for Contract, 201 ; Special Conditions; Guarantee for the due performance of the Contract (from non-israeli Banks); or Guarantee for the due performance of the Contract (from Israeli Banks or approved Israeli insurance companies); Down Payment / Advance Payment Guarantees (from non-israeli Banks); N/A or Down Payment / Advance Payment Guarantees (from Israeli Banks or approved Israeli insurance companies); N/A Parent Company Guarantee (where applicable); N/A Price Adjustment (where applicable); Itemized Equipment/Material Shipment Schedule ( ESS ) and Monthly Cash Flow Chart; N/A Documentation Submission Schedule (where applicable) N/A Security Appendix; Insurance Requirements; Basic Inspection and Test plan and Quality Assurance and Quality Control Requirements; N/A ANNEXURE N Conditions for the Provisions of Contractors Personnel; ANNEXURE P Preference to Suppliers of Israeli Manufactured Goods; ANNEXURE "Q" RESERVED; ANNEXURE "R" Delivery, Shipment and Handling; N/A ANNEXURE U Commercial Cooperation Undertaking; N/A ANNEXURE "X Financing; N/A ANNEXURE Y List of Potential Guaranteeing Banks; ANNEXURE "Z" Flexible frame contracts/orders Conditions; FORM 1 - Certificate of Insurance; N/A FORM 2 - RESERVED; N/A 01-IEC-Agreement Multiplex.doc 2

3 FORM 3 - Certificate of Provisional Acceptance N/A FORM 4 - Purchaser's letter pertaining to Contractor's Non-Israeli Service Personnel (in Hebrew and English) N/A FORM 5 - Quality Control Certificate. N/A This Agreement and the said attached Annexures are hereinafter referred to, collectively, as the "Contract". The order of prevailing documents shall be as follows: (i) This Agreement (ii) Annexure Z1 (iii) Annexure A (iv) All other documents except Annexure "C" which is made part of the Contract only insofar as it is consistent with the other Contract documents. 2. In consideration of the payments to be made by the Purchaser to the Contractor as specified in the Contract, the Contractor hereby covenants with the Purchaser that the Contractor will duly and timely provide, manufacture and deliver Multiplexers (hereinafter "Equipment" as further defined in Article 1 of Annexure "A") and carry out all the other elements of the Work, as such term is defined in Article 1 of Annexure "A" infra, subject to all the terms and conditions of the Contract. 3. (a) The Purchaser, in consideration of the undertakings of the Contractor and of the faithful accomplishment of the Work, agrees subject to Subclause (b) below, to pay to the Contractor and its Israeli subcontractor(s) the sum of, being the price of the basic scope of Work (hereinafter "Basic Contract Price"), as further detailed in the Contract. (b) The above sum is broken down approximately as follows: (i) (hereinafter "Non-Israeli Equipment Price") is allocated for Non-Israeli Equipment in accordance with the following breakdown: 01-IEC-Agreement Multiplex.doc 3

4 (ii) (hereinafter "Contractor's Materials Price"), if applicable, in accordance with the following breakdown: (iii) (hereinafter "Engineering Support Price") if any, in accordance with the following breakdown: (iv) The equivalent in New Israeli Shekels of, plus Value Added Tax thereon (hereinafter "Israeli Content Price"), is allocated for the Israeli Content. The Israeli Content Price is broken down as follows: (A) for Equipment Assembly/Unit : (B) for Equipment Assembly/Unit : 4. (a) In addition to the basic scope of Work specified in Clause 3 above, the Purchaser shall have the following options: (i) (ii) to purchase Spare Parts and optional equipment in accordance with the itemized prices set forth in Annexure "C1" as further detailed therein, for a total allocation estimated at ; to acquire services of Contractor's personnel as shall be requested by the Purchaser, if any, at the per diem rates or lump sum rates specified in Annexure "C" as further detailed therein, for a total allocation estimated at (hereinafter referred to as the "Price for Services"). The Price for Services is broken down as follows: (iii) to purchase any other option(s) as mutually agreed between the parties in accordance with the itemized prices set forth in Annexure "C1" as further detailed therein, for a total allocation estimated at ; 01-IEC-Agreement Multiplex.doc 4

5 (b) In the event of Purchaser s exercise of any of the aforestated options, the terms and conditions of this Contract shall apply mutatis mutandis to the options exercised. 5. Subject to the provisions of Article 4 of Annexure "A" (Change Orders), Annexure "H" (Price Adjustment) (where applicable) and except as may otherwise be expressly provided in the Contract, all the above prices are firm and shall neither be subject to adjustment nor be affected by any variation in the cost of materials, labor, or transport or any costs of conforming with any laws, orders or regulations of any Government or local or other authority or for any other reason. 6. The Basic Contract Price and the Price for Services together with the price of Change Orders, and price adjustment (if any) shall hereinafter be referred to as the "Contract Price", shall be paid in accordance with Article 18 of Annexure "A". 7. The following specific provisions (brief "Special Conditions") shall apply to the Contract (see also in Ann. "Z1"): (a) With regard to the Warranty Period as specified in Article 16(c) of Annexure "A": (i) WP1A is 12 months; WCO1A is 24 months; (ii) WP1B is --- months; WCO1B is 12 months; (iii) WP2 is months; WCO2 is months; (iv) WP3 is months; WCO3 is months; For purposes of this Contract the abbreviation WP means "Warranty Period" And WCO means "Warranty Cut-off" all using the following "index" [ ] : "1" refers to: Equipment [A refers to first draw order, B refers to all other draw orders], "2" refers to: Replacement Parts, "3" refers to: Spare Parts. 01-IEC-Agreement Multiplex.doc 5

6 (b) With regard to the Terms of Payment as specified in Article 18(c) of Annexure "A" (i) DP1A is -- (%); PR1A is 40 (%);RE11A is 50(%); RE12A is10 (%); (ii) DP1B is -- (%); PR1B is 100 (%); RE1B is -- (%); (iii) DP2 is (%); PR2 is 100 (%); RE2 is (%); (iv) DP3A is -- (%); PR3A is 40(%);RE31A is 50 (%);RE32A is 10 (%); (v) DP3B is -- (%); PR3B is 100 (%); RE3B is -- (%); For purposes of this Contract the abbreviation DP means "Down Payment", PR means "Pro rata (delivery) Payment" and RE means "Retention Payment" all using the following "index" [ ] : "1" refers to: Non-Israeli Equipment Price and Contractor's Materials, "2" refers to: Engineering Support, "3" refers to: Israeli Content, [and A refers to first draw order, B refers to all other draw orders]. 8. The Contract is subject to the approval of the competent Israeli governmental authorities. 9. Financing of any sums paid under the Contract, if applicable, shall be subject to the provisions of Articles 25(b) and 29 of Annexure A. IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS ON THE DAY, MONTH AND YEAR FIRST AFOREWRITTEN. THE ISRAEL ELECTRIC CORPORATION LTD. BY ATTEST BY ATTEST COMPANY BY ATTEST 01-IEC-Agreement Multiplex.doc 6

FORM OF FRAME AGREEMENT following RFP no (Spec. SR-150)

FORM OF FRAME AGREEMENT following RFP no. 102377100 (Spec. SR-150) THIS AGREEMENT is made in this day of, 201_, by and between: THE ISRAEL ELECTRIC CORPORATION LIMITED, a corporation registered in Israel,