REQUEST FOR PROPOSALS (RFP)
Fundraising and Public Relations in North America
- The Academy of the Hebrew Language (the “Academy”) hereby publishes this RFP for services of Fundraising and Public Relations in North America.
- Eligible to submit Proposals for this RFP are entities that fulfill the following two conditions: (1) Companies which were incorporated under the law of the United States of America (“USA”) or a non-USA business with a permanent office in the USA; and (2) Companies that have at least 10 years of experience in Fundraising and PR activities in North America.
- The period of the agreement between the Academy and the winning bidder shall be of 12 months. The Academy shall have the sole and exclusive option, upon prior written notice to the winning bidder, to extend the original term up to additional 3 periods of 12 months each.
- The RFP documents and any updates thereto shall be available for online review as of June 18, 2020 on the Academy’s website at https://en.hebrew-academy.org.il/requestforproposals/
- Questions and clarifications regarding the RFP should be sent to the e-mail address firstname.lastname@example.org no later than Thursday, June 25, 2020.
- Proposals are to be submitted, together with all relevant documentation, no later than Thursday, July 9, 2020 after coordination at telephone number +972 2 6493 555, Sundays-Thursdays between 9:00-14:00, at the Academy ‘s secretariat offices in Givat Ram, Jerusalem, all as detailed in the RFP documents.
- This notice contains general and preliminary information only, and terms and conditions as detailed in the tender documents will prevail in any case. The Tender Committee reserves the right to change or revise the conditions of the tender, and to negotiate with bidders – all in accordance with the provisions of the tender documents.
Tali Ben Yeuhdah, Director General
The Academy of the Hebrew Language
REQUEST FOR PROPOSALS (RFP)
Fundraising and Public Relations in North America
Attached please find a request for proposals by The Academy of the Hebrew Language regarding services in connection with Fundraising and Public Relations in North America.
- Please review the attached and if you are interested to apply, please submit your proposal as specified therein.
Fundraising and Public Relations in North America - Request for Proposals
On behalf of the Academy of the Hebrew Language (hereinafter – the “Academy”) I hereby invite you to submit a proposal for the provision of professional services to the ACADEMY and assistance to the ACADEMY in the field of Fundraising and Public Relations (“PR“) in North America to be provided according to the agreement between the ACADEMY and the Winning Bidder (the “Services”).
The Academy ‘s CEO has appointed a Tender Committee (the “Tender Committee“) to manage the procedure for the selection of a bidder to provide the Services (the “Winning Bidder”).
- The ACADEMY is an Israeli Statutory Corporation established by law to serve as the supreme establishment designated to direct the development of Hebrew by setting its lexicon, grammar, characters, orthography, and transliteration, as determined by Hebrew’s nature, requirements, potential, and daily and academic needs.
- The Academy has, in recent years, began to expand its services to the public, and among other activities the Academy initiated the construction of a new facility that shall serve as the corporate headquarters for the Academy, as well as a research facility and a Museum for the Hebrew Language, constituting, approximately, a fifty five million USD project (click here for general description in English and here_for general description in Hebrew. Additional information shall be available upon bidder’s request).
- A group of supporters of the Academy, in collaboration with The Academy, formed a New York not-for-profit corporation by the name of Friends of the Academy of the Hebrew Language in Jerusalem, Inc. (“Friends“) and the Winning Bidder will be required to work in cooperation with Friends.
- The Academy’s main objective under this RFP is to raise funds for the activities of the Academy. To achieve that end the Winning Bidder shall be required to provide, inter alia, the following:
- 4.1 Identifying and mapping potential. donors – including private donors, businesses and foundations;
- 4.2 Building a ‘brand’ for the Academy and creating presence in the North America. philanthropic arena;
- 4.3 Managing, and fostering a friends’ society for the Academy in North America., in cooperation with Friends;
- 4.4 Identifying, managing and submitting grant proposals from Corporate, Non Profit and Public sources;
- 4.5 Launching a fundraising campaign with an emphasis on supporting the new facility described above (as well as other Academy projects as needed), targeting a 3-5 million USD annual raise.
- 4.6 Communication, marketing and PR services among relevant Audiences in North America including: Creating marketing language and marketing materials; addressing various communications platforms including written, electronic and social media; preparing press releases; coordinating interviews; preparing content for the Academy’s English website; preparing a mailing list for the purpose of mass mailing from the Academy as well as creating a design and writing content for these communications
Duration of the Contract
- The contractual period is for one (1) year from the date of the signature of those authorized to sign the contract on behalf of the ACADEMY.
- The ACADEMY shall have the sole and exclusive option to extend the contract for 3 additional periods of up to 12 (twelve) months each, upon advanced written notice, under identical terms and conditions, and subject to budgetary approval.
- The ACADEMY may, upon a thirty days written notice, terminate the contract within the contractual period, for any reason and at its sole discretion, without any obligation to provide reasons for such a decision.
The contractual period as may be extended or shortened as described above shall be referred to as the “Term”.
- To participate in this RFP, each bidder must demonstrate the followings, as a preliminary requirement for participation in the Tender:
- 8.1 The bidder is incorporated under the law of the United States of America (“USA”) or is a non USA business with a permanent office in the USA;
- 8.2 The bidder has at least 10 years of experience in Fundraising and PR activities in North America.
Information and documents to be submitted in the proposal
9. The following items shall be submitted by bidders in the proposal:
- 9.1 Documents required to support Prerequisite terms as specified in section 8 above, as follows:
- a. USA base – Certificate of Incorporation and a proof of USA based active office.
- b. Experience – List of relevant activities including name of organization, dates, description and specific contact information the bidder provided services to.
- 9.2 Detailed description of proposed methodology for executing the Services: The methodology suggested by dibbers must include, inter alia, the elements detailed in section 4 above. Bidders plan should pertain to the full Term.
- 9.3 The proposed Team members: Each bidder is requested to include a complete list of the members of the team who will provide the suggested services (the “Team Personnel”). The list will include detail of the names, education and professional experience of the Team Personnel, and a CV for each of the Team Personnel. Please note that the project manager will have to prove at least 10 years of experience in providing services similar to the Services. It is hereby clarified that the team proposed by the bidder and it alone, shall perform the Services, unless prior written authorization is received from the Academy.
- 9.4 Information about the bidder:
- 9.4.1. A description of the bidder, the areas of its activity and relevant experience, with specific and detailed attention to the description of the Services and its requirements.
- 9.4.2. A concise summary of the organizational structure, activities and expertise of the bidder, with an emphasis on activities in the fields of activities related to research of the Humanities, Education and Culture.
- 9.4.3. Description of bidder’s relationship with Jewish communities and with organizations or individuals supporting the research and the development of the Hebrew language and Jewish studies.
- 9.4.4. A detailed list and description of similar projects performed previously by the Bidder in North America and other places, the scope and nature of such projects, the Bidder’s responsibilities in each project and the approximate amounts raised (in US$). The Bidder shall describe its qualifications and experience in similar projects, the number, size and scope of projects in which it has provided services similar to the Services in the past 7 years.
- 9.4.5. A written Letter of Reference or, if not available, the Contact information, including Name, Title and information of relevant Contact Persons, from at least 2 clients that have received services similar to the Services from the Bidder in the past 10 years.
- 9.4.6. Description of any potential conflict of interests with the interests of the Academy, including with respect to works currently being performed and works performed in the past, by the Bidder.
- 9.5 Signed Agreement: The attached Agreement, will have to be signed (but not dated) and submitted with the proposal. Bidders shall fill in the price offered by them in section 4 of the Agreement.
10. Price Proposal Submit a proposal for the compensation of a monthly fixed fee. Miscellaneous: Any other document that may assist the ACADEMY in examining the quality of the proposal should also be attached.
Criteria for Choosing the Winning Bidder
- The process of selecting the Winning Bidder in accordance with this request for proposals will be examined from aspects of quality (60%) and pricing (40%).
The final scoring of each proposal will be the addition of the scoring for quality and pricing, and the Winning Bidder will be the one which obtained the highest scoring ,between 0-100 points of which up to 60 points will be awarded for quality and up 40 points for pricing.
It is emphasized that the ACADEMY will have the right, at its sole discretion, to conduct negotiations with one or more bidders at any stage of the bid examination process, to request from one or more bidders to change, amend and/or improve their submitted bids, including their price proposals.
It is further emphasized that the ACADEMY is not committed to select any proposal as a Winning Bidder, including the one which was awarded the highest scoring in the selection process.
The quality scoring (0-60 points)
- The bidder will be examined with regard to the nature of its proposal, the skills of the team proposed by it, experience, proficiency, quality, including quality of the work carried out in the past on similar or projects the Tender Committee seems as relevant, all of this in accordance with the criteria and weights set forth below.
The ACADEMY may, but shall not have to, conduct interviews and briefings for the Team Personnel, to be held by means of teleconferencing during the week commencing on July 12th 2020. Bidders will be notified of the dates for such interviews as soon as possible.
The ACADEMY reserves the right to correct technical flaws occurring in the request in order to make it appropriate to the requirements of the request, but does not commit to do so.
The quality scoring will be between 0-60 points, based on the following split and criteria:
- 12.1 The expertise and experience of the team members of the bidder : 0-30 points : In this framework the expertise and experience of the proposed project manager and of the proposed team members in the area of provision of Services, including performance of similar work in the past, and the areas of expertise of the project manager and its team members, shall be examined and scored. Their past training, education and specializations as well as their accessibility to advisors in Israel and outside of Israel and the quality of such advisors will be taken into consideration. The maximum scoring of 30 points will be subdivided as follows:
- 12.1.1. Experience and expertise of the bidding company: 0- 10 points
- 12.1.2. Experience and expertise of the head of the team: 0- 20 points.
- 12.2 The proposed methodology and General impression: 0-15 points: In this framework the proposed methodology for executing the services, as proposed above, will be examined, and so will be the general impression from the interviews to the extent the ACADEMY will conduct them.
- 12.3 Relevant experience and previous work: 0-15 points: In this framework the bidder’s proven connections with Jewish communities and activities in the fields of activities related to Culture and research of the Humanities, as proposed above, will be examined.
The price scoring (0-40 points)
- 12.4 Each Bidder will receive a score of up to 40 points based on the price offered by such bidder. The scoring for the price proposal shall be given as set forth herein:
All price proposal shall be converted into New Israeli Shekels (NIS) according to the known Bank of Israel Representatives Rates (NIS- USD) on the day prior to the submission date for proposals.
The lowest NIS priced proposal shall receive 40 points – the maximum number of points for the quantity scoring, and the other proposals shall receive points relative to the lowest proposed price, in descending order.
Validity of the bids
- The price set forth in the proposal shall remain in effect for 90 days from the deadline date for submission of proposals as specified below. The proposals shall continue to be valid even after the end of 90 days from the deadline date for submission of proposals until the date upon which the bidder shall notify the ACADEMY that it wishes to withdraw its proposal, provided that such notice reaches the ACADEMY prior to the time the ACADEMY announces the selection of the Winning Bidder.
Start of Provision of Services by the Winning Bidder
- The Winning Bidder shall begin its work as of the date the ACADEMY has signed the Agreement.
Procedure for submission of questions and clarifications
- Questions and requests for clarification regarding the conditions of the RFP and of the Agreement must be submitted in writing to the Academy ‘s representative, Ms. Sarit Harel-Mimran (hereinafter – the “contact person”). Such queries must be sent by e-mail only to the e-mail address email@example.com, with details of the inquirer (telephone number, fax number) for clarifications purposes. The receipt of the mail should be confirmed. Queries submitted in any other manner will not be dealt with.
- Questions and requests for clarifications as mentioned above shall be addressed to the ACADEMY no later than Thursday, June 25 2020, at 14:00 (Israel time). The ACADEMY will decide, at its sole discretion, whether to respond to questions or requests for clarifications received after this deadline. The Academy ‘s answers to questions, comments and requests for clarification will be sent to all bidders who received this RFP by Email, ‘without disclosing the identity of the asking party, not later the June 29, 2020. It is hereby clarified that only written replies shall obligate the Academy.
The manner of submitting proposals
- The proposals are to be submitted in two copies by Thursday, July 9, 2020 at 14:00 (Israel time). Proposals submitted after this deadline will not be considered.
- Proposals are to be submitted in person to the contact person, after coordination at telephone number +972 2 6493 555, on Sundays-Thursdays between 9:00-14:00, at the Academy’s secretariat offices in Givat Ram, Jerusalem.
- The bidder shall enclose in its proposal envelope all the required documents as mentioned in paragraph 15.
Conflict of interest/Confidentiality/Ownership/Compliance with the Laws of the USA
- The bidder who will be selected to provide the services (hereinafter – the Winning Bidder) shall declare that it does not have and that it will not have, throughout the Term, and during the 12 months thereafter, a conflict of interest of any kind with the interests of the Academy whatsoever. Without derogating from the generality of the aforesaid, the Winning Bidder shall not represent and shall not act, in the course of the Term, on behalf of any entity to whom the Services are likely to be relevant.
- The agreement with the Winning Bidder shall include the Winning Bidder’s commitment to keep confidential throughout the Term and afterwards all meetings in which it takes part and all of the findings and data or information regarding the Service, the Academy or Friends, that shall be provided by it or to it, including its work product, unless it received the ACADEMY’s written approval in advance for the transmission of such findings or data.
- All documents and works which shall be prepared by the Winning Bidder in the course of providing the Service shall be the exclusive property of the ACADEMY and neither the Winning Bidder nor anyone acting on its behalf shall have any claim or action regarding them. In addition, neither the Winning Bidder nor anyone acting on its behalf shall make any use of the information that is not public property that shall come to its attention in the course of providing the Services, unless it received prior written approval from the ACADEMY to do so or for the purpose of providing the Services.
- Each and every action and aspect of the Services (including, without limitation, choosing any PR platform, contents written by the Winning Bidder etc.) shall be subject to the Academy’s written approval.
- The Winning Bidder promises that it will not present the results of such work during the Term and afterwards, including any document that the Winning Bidder shall prepare in the framework of providing the services, to any entity other than the ACADEMY, unless it received written advance approval from the ACADEMY to do so.
- The Winning Bidder shall bare sole responsible for the compliance of any actions taken by the Academy or on the Academy ‘s behalf in the course of providing the Services, including receiving donations by the Academy, shall be Compliant with any relevant applicable law, statute, regulations or any legal means enacted by any relevant government or governmental agency in the USA, including, without limitation, anti-money laundering and anti-terror funding laws.
- The Winning Bidder is responsible for obtaining all permits and/ or authorizations for the execution of the Agreements, according to all applicable rules and laws.
- For the avoidance of doubt, it is hereby clarified that any document issued by the Tender Committee pertaining to the RFP shall not be construed, in any manner, to constitute any proposal or undertaking on behalf of the Academy, including any undertaking to enter into any agreement for the retention or selection of any Winning Bidder. The ACADEMY is not obligated to select any proposal, and it may request proposals form additional potential bidders, at its sole discretion, or may decide not to enter into an agreement at all.
- For the avoidance of doubt, it is hereby clarified that The ACADEMY shall be entitled, at all times and in its sole discretion, to amend any terms and conditions of the RFP and/ or of the Agreement, or cancel the tender process related thereto, without any liability or obligation to any person or party.
- The ACADEMY shall be entitled, in its sole discretion, and at all times, to: (1) permit the submission of an Application subsequent to the Final Deadline; (2) to advance or extend the Final Deadline; (3) to alter any other terms in connection with this proposals Request; and (4) to request that any or all of the Bidders submit additional details or clarifications with respect to the Information provided by such Bidders.
- It is hereby clarified that any Information to be submitted pursuant to this RFP, shall at all times remain the sole responsibility of the party submitting such Information, and such party shall be responsible for any liabilities arising thereof including, without limitation, all costs and expenses associated therewith, and such party shall not, at any time, have any claim or demand against the ACADEMY with respect to the foregoing.
- For avoidance of any doubt, it is clarified that the content of this request is confidential and that the receiver of this request undertakes not to publish it, not to copy it, and not to make full or partial use of any of the information included in this request, for any purpose whatsoever other than to respond to the request.
- Each bidder shall maintain in strict confidence any and all materials and information, in any media, that it receives or submits in connection with this RFP and the procedures described herein.
- It is hereby clarified that the submission of an application pursuant to this RFP constitutes acceptance by the bidder to the terms set forth herein and constitutes an obligation by each of such parties to act in accordance with the provisions hereof. Any submission of an application by any party in response to this RFP constitutes a waiver by such party, including its representatives, shareholders, members and employees, with respect to any claim or rights of such party which may arise in connection with this RFP and the subject matter hereof.
- In the event of any contradiction between the provisions of the Agreement and the provisions of this RFP, the provisions of the RFP shall prevail.
- This RFP and all matters connected with the procedures described herein are governed by the laws of the State of Israel, and any disputes arising hereunder shall be exclusively resolved in the competent courts of the district of Jerusalem, in the State of Israel. Nothing in the foregoing shall derogate from any right of the ACADEMY or of the tenders committee pursuant to the Obligation to Hold Tenders Law, 5753-1993, or the regulations promulgated pursuant to it.
Fundraising and Public Relations Services Provision Agreement
This agreement (the “Agreement“) for the provision of Fundraising and Public Relations Services is entered on the date that appears next to the Academy’s signature below (the “Effective Date“) between the Academy of the Hebrew Language (the “Academy“) an Israeli statutory corporation, having its offices in Givaa’t Ram Jerusalem Israel and _________________________________ (“Service Provider”) a ______________ corporation having its offices in _________________________ and will be made effective according to the provisions below.
WHEREAS The Academy is an Israeli Statutory Corporation established by law to serve as the supreme establishment designated to direct the development of Hebrew by setting its lexicon, grammar, characters, orthography, and transliteration, as determined by Hebrew’s nature, requirements, potential, and daily and academic needs; and
WHEREAS the Service Provider is engaged in the business of Fundraising and Public Relations (“PR“); now therefore
IN CONSIDERATION of the mutual promises and rights granted herein and other good and valuable consideration, the parties agree as follows:
This Agreement states the terms and conditions by which The Academy will receive and Service Provider will provide Fundraising and PR services (the “Services“) to the Academy as detailed below. The Services shall mean any of the following services:
- 1.1. Identifying and mapping potential donors – including private donors, businesses and foundations;
- 1.2. Building a ‘brand’ for the Academy and creating presence in the North America philanthropic arena;
- 1.3. Managing, and fostering a friends’ society for the Academy in North America, in cooperation with Friends of the Academy of the Hebrew Language in Jerusalem, Inc. (“Friends“);
- 1.4. Identifying, managing and submitting grant proposals from Corporate, Non Profit and Public sources;
- 1.5. Launching a fundraising campaign with an emphasis on supporting the new facility described above (as well as other Academy projects as needed), targeting a 3-5 million USD annual raise.
- 1.6. Communication, marketing and PR services among relevant Audiences in North America including: Creating marketing language and marketing materials; addressing various communications platforms including written, electronic and social media; preparing press releases; coordinating interviews; preparing content for the Academy’s English website; preparing a mailing list for the purpose of mass mailing from the Academy as well as creating a design and writing content for these communications.
- Provision of Services;
- 2.1. The services shall be performed by Service Provider according to the methodology that was a part of Service Provider’s response to the Academy’s Request for Proposals for Fundraising and Public Relations in North America (the “RFP“).
- 2.2. The Service provider shall target to achieve the milestones list detailed in Annex A as minimal PR targets. Annex A shall be updated in agreement between the Academy and Service Provider on an ongoing basis.
- 2.3. It is agreed that the Service Provider will not at any time have custody or control of contributions or any other funds of The Academy but will guide and provide consulting regarding the affairs of The Academy. In the event that the Service Provider receives any form of payment intended for The Academy, the Service Provider shall immediately notify The Academy, hold same in trust for The Academy, and immediately forward (or remit) such payment to the Academy, or, at the Academy’s request – to Friends.
- 2.4. In the event a Donor so requests, and in agreement with the Academy, Service Provider will coordinate and with Donors to have donations paid to Friends.
- 2.5. The Service Provider shall submit to the Academy’s written approval all written materials used by the Service Provider, and shall not publish any materials or make use of any media, including social media, without prior written approval of the Academy. In addition, the Service Provider shall get the Academy’s approval to the identity of any party interested in making a financial donation.
- 2.6. By the fifth day of each calendar month the Service Provider shall submit to the Academy a report on the activity performed by The Service Provider. during the preceding month. By the fifth day after the end of the term the Service Provider shall submit to the Academy a comprehensive report summarizing the activity performed by The Service Provider on behalf of the Academy and Friends, including, without limitations, campaigns performed during that time, supporters approached and the status of such approach and all other activity
- 3.1 This Agreement shall come into force upon the Effective Date.
- 3.2 The initial term of this Agreement (the “Term“) shall be 12 months from the Effective Date.
- 3.3 The Academy shall have the sole and exclusive option to extend the Term of this Agreement for 3 additional periods of up to 12 (twelve) months each, upon advanced written notice, under identical terms and conditions, and subject to budgetary approval.
- Consideration and Payment Terms.
- 4.1 During the Term (as may be extended or shortened according to the provisions of this Agreement) the Academy shall pay Service Provider the amount of $_________ per month.
- 4.2 Service Provider shall send The Academy an invoice together with each monthly report mentioned in section 6 . The Academy shall pay each invoice at the end of the month following the month the invoice was received on by the Academy.
- Representations of the Parties.
- 5.1 Representations of The Academy. The Academy represents and warrants that (i) The Academy possesses the legal right and ability to enter into this Agreement, and (ii) the performance of its obligations and use of the will not violate any applicable laws, regulations or cause a breach of any agreements the Academy is a party to.
- 5.2 Representations of the Service Provider.
- The Service Provider represents and warrants that:
- Service Provider is an expert in the fields of Fundraising and Public Relations and has vast experience in that field, as described in the Service Provider’s response to the RFP.
- Service Provider has the full right, power and legal capacity to enter into and deliver this Agreement and to perform Service Provider’s duties and obligations under this Agreement and that no approval or consent of any person or entity is required for the execution and delivery of this Agreement by it, or the performance of its duties and obligations herein.
- The performance of its obligations the will not violate any applicable laws, regulations or cause a breach of any agreements the Service Provider is a party to.
- Neither the execution nor performance of this Agreement violates or will violate any prior agreement, contract, or other instrument to which it is a party or by which it is bound and/or any applicable law. Service Provider shall immediately and without delay inform the Academy of any affairs and/or matters that constitutes a conflict of interest with Service Provider’s services to Academy and/or the interests of the Academy.
- In providing the Services the Service Provider shall comply at all times with all applicable laws and regulations, including, without limitation, laws regarding money laundering, prohibitions on funding forbidden activities or any other laws handling the transfer of money or donations.
- The Service Provider represents and warrants that:
- 6.1 Termination without Cause. This Agreement may be terminated by the Academy at any time during the Term for any or no reason upon giving the Service Provider no less than thirty (30) days prior written notice of termination.
- 6.2 Termination for Cause. The Academy may terminate this Agreement or suspend the provision of the Service, effective immediately without notice, in the event of a breach of any term or condition of this Agreement by the Service Provider, provided that the Service Provider fails to cure such breach within ten (10) days after receipt of written notice of same.
- Ownership of Work Product and Intellectual Property (“IP”)
All documents and works which shall be prepared by the Service Provider in the course of providing the Service shall be the exclusive property of the Academy and neither the Service Provider nor anyone acting on its behalf shall have any claim or action regarding them. Any item that was used or created during the provision of the Services and may be subject to any IP rights, including, without limitation, Copyright, shall be owned exclusively by the Academy, and Service Provider hereby transfers and assigns all of its right, title and interest, of every kind, therein to The Academy and agrees to sign and deliver any documents reasonably requested by The Academy in order to protect The Academy’s rights therein. The Service Provider shall not make any other use of any item that was used or created in the course of providing the Services without obtaining, first, the Academy’s written approval.
The Service Provider acknowledges and agrees that by reason of the performance of this Agreement hereunder it will have access to certain information and materials that are confidential and of substantial value to the Academy, which value would be impaired if such information were disclosed to third parties (“Confidential Information“). Confidential Information shall include, inter alia: (i) any and all information concerning the business and affairs of the Academy (which includes historical financial statements, financial projections and budgets, historical and projected sales, income, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training, and techniques and materials), however documented; (ii) all of the work performed by the Service Provider under this Agreement; (iii) information of third parties as to which the Academy has an obligation of confidentiality; and (iv) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Academy containing or based, in whole or in part, on any information included in the foregoing and any other information usually regarded by organization as confidential.
The Service Provider agrees to treat all Confidential Information as strictly confidential and that, except as directed or permitted by the Academy, the Service Provider will not, during or after the Term of this Agreement, disclose to any person or entity or use, directly or indirectly for its own benefit or the benefit of others, any Confidential Information, or permit any person to examine or make copies of any documents which may contain or be derived from the Confidential Information The Service Provider agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to it by the other party.
- Conflict of Interests
Service Provider does not have and will not have, throughout the Term, and during the 12 months thereafter, a conflict of interest of any kind with the interests of the Academy whatsoever. Without derogating from the generality of the aforesaid, the Service Provider shall not represent and shall not act, in the course of the Term, on behalf of any entity to whom the services are likely to be relevant.
- Independent Contractor; No Agency
The Service Provider warrants that the Service Provider is aware that this Agreement is an agreement for the provision of the Services and does not create an employer-employee relationship between Service Provider or any of its employees or service providers and the Academy, and does not confer upon Service Provider any rights, save for those expressly set forth herein. The Service Provider shall be solely responsible for paying all salaries and other benefits (such as pensions, recuperation payments, etc.), mandatory or contractual, to its employees, and undertakes to do so diligently and in accordance with applicable law.
The Service Provider is fully aware that it is not an agent of the Academy, and shall not be allowed to obligate the Academy in any way, not enter into any obligation on the Academy’s behalf, unless requested by the Academy to do so in writing.
- Insurance and Indemnification
- 11.1 The Service Provider shall carry such insurance professional liability insurance policies as customary in the Fundraising and PR industry, and shall include the Academy as additional insured under such policies. The insurance policies shall further include the insurer’s waiver of insurer’s right to make any subrogation or restitution claim against the Academy.
- 11.2 The Service Provider shall, upon first demand, fully indemnify, defend and hold harmless the Academy, its officers and employees (each, an “Indemnified Party”) from any and all losses, damages, costs, expenses, obligations, liabilities, expenses, payments, (including settlement payments) awards, judgments, Taxes, fines and penalties, including legal fees and any (collectively a “Loss”) sustained or incurred by the Indemnified Party as a result of, or in connection with, or arising from (i) any inaccuracy, breach or misrepresentation of any covenant, obligation, warranty or representation in this Agreement made by the Service Provider or (ii) any suit, action or proceeding or the assertion of any claim or demand by a third party and/or order of a governmental authority, deriving from any acts or omissions of the Service Provider (“Third Party Claim”).
- 11.3 The Academy shall notify the Service Provider of any Third Party Claim and the Service Provider may defend against such claim on its own account, provided that the Academy shall retain the right to handle the defense on its own and send the Service Provider a third party notice.
- 12.1 The provisions of the RFP published by the Academy are hereby incorporated by reference and shall be deemed to be an integral part of this Agreement. In the event of any contradiction between the provisions of this Agreement and the provisions of that RFP, the RFP shall prevail.
- 12.2 Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereof. The Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the competent courts in Jerusalem in respect of any matter arising in connection with this Agreement.
- 12.3 Notices, etc. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be addressed to such Party’s address as set forth in the preamble to this Agreement or at such other address as the Party shall have furnished to each other Party in writing. Any notice sent in accordance with this section 4 shall be effective (i) if mailed, 5 business days after mailing; (ii) if by air courier 2 business days after delivery to the courier service; (iii) if sent by messenger, upon delivery; and (iv) if sent via facsimile or email, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).
- 12.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be amended to the maximum extent required to render it valid, legal and enforceable (or deleted if no such amendment is feasible), and such amendment or deletion shall not affect the enforceability of the other provisions hereof.
- 12.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF the Parties have signed this Agreement
The Academy of the Hebrew Language