Fundraising Agreement

This is a loose translation of the Fundraising Agreement from Hebrew. The Hebrew version is the binding contract!

Introduction


This Agreement (“Agreement”) is made and entered into effective this 10 day of December, 2019 (the “Effective Date”), by and between Rosalind MSS Inc., an Israeli corporation (“Fundraiser”), whose principal address is: 42 Jabotinski Rd., Ramat Gan 52485 Israel (“Fundraiser's Mailing Address”) and

[Organization name]


(“Client”), an Israeli nonprofit/for-profit public benefit corporation, whose principal address is:

[Address]


as registered with the Israel Registrar of Charities or Israel Registrar of Corporations, acting by and through its duly authorized officers.

The Client is a nonprofit/for-profit public benefit organization formed and operated for charitable/profit purposes, including but not limited to:

[Organization goals]




The Fundraiser is a for-profit corporation engaged in the business of commercial fundraising for charitable and non-charitable purposes. The Fundraiser provides a website www.rosalind.co.il (“Website”) to help the Client run its business.

WHEREAS: The Client is interested in receiving fundraising services (hereinafter: "Fundraising Services");

WHEREAS: The Fundraiser is interested in raising funds on behalf of the Client;

Therefore, it was stipulated and declared, between the parties as follows:


1. Term of Agreement

This Agreement shall commence on the Effective Date hereof and shall continue uninterrupted until terminated by either party as described in section 2 of the Agreement


2. Cancellation of Agreement

  1. Client shall have the right to terminate the Agreement at any time without cost, penalty or liability by providing written notice of cancellation to the Fundraiser. The cancellation shall be deemed valid at the end of 72 hours from the date of the notification if the Client has paid all his financial obligations to the Fundraiser.
  2. In the event that the Client did not pay all outstanding debts to the Fundraiser, the Agreement will remain in effect and the Fundraiser will be able to continue to raise funds for the Client by collecting the contributions raised to pay the unpaid debts until they fully repaid. In such a case, the Client must continue to assure potential donors that the Fundraiser is raising funds for his goals.
  3. The Fundraiser may, by advance notice to a customer of 72 hours, cancel the Agreement in full, at its sole discretion, without any explanation or explanation.
  4. In the event of cancellation, the Client will not be entitled to any refunds.

3. Legal requirements

  1. The Fundraiser will comply with all laws and regulations of the State of Israel regarding fundraising and fundraising activities for the Client.
  2. The Client must provide the Fundraiser with the following income tax permits: a proper management certificate (Nihul Takin), a certificate of withholding tax (Nikui Mas Bamakor), a certificate for managing booklets (Nihul Pinkasim). If the Client is a non-profit organization, he must also provide a non-profit organization's approval from VAT (Ishur Malkar), and if he has the approval of section 46, he must provide it as well. The Client must submit new certificates at the time of expiry.


4. Obligations of Client to Fundraiser

  1. To facilitate and assist the Fundraiser in the performance of the services, the Client will provide the Fundraiser with access to all the relevant material and data that he has regarding the matters in which the Fundraiser was hired.
  2. All information the Client provides the Fundraiser must be accurate. The Client may not embellish the information.
  3. The Client shall appoint one of its employees to be its representative in this Agreement (hereinafter referred to as the Representative).
  4. The Representative will dedicate part of his time to Fundraiser to explain and tell the Fundraiser about the Client's history, needs, goals and objectives so that the Fundraiser can perform the services described here.
  5. The Representative must be available to the Fundraiser for as much time as needed. This time will not be charged to the Client as part of the services provided by the Fundraiser.
  6. The Client will provide the Fundraiser with a letter confirming that the Client is a customer of the Fundraiser.
  7. From time to time the Client will receive phone calls from potential donors to make sure that the Fundraiser is indeed a customer of the Fundraiser. The Client must confirm this fact.


5. Description of fundraising methods

  1. The Fundraiser and its employees, representatives, and agents (hereinafter: "Fundraising Employees") will make telephone sales calls with residents of Israel and the United States and will request donations on behalf of the Client.
  2. The Fundraising Employees will send e-mails to potential donors in Israel and the US and ask them to donate to the Client.
  3. The Fundraising Employees will contact Israeli and foreign organizations at individual meetings and ask for donations for the Client.
  4. The Fundraising Employees will send requests for grants to Israeli and foreign organizations and will ask for donations for the Client.
  5. The Fundraising Employees will contact potential donors on the social networks and asked for donations for the Client.


6. Fundraising Regulations

  1. The Fundraiser shall provide all solicitation materials it developed for use in solicitation calls to potential contributors to the Representative for review prior to using them. Fundraiser shall not use such materials without the express written consent of the Representative. The approval of the solicitation material is subject to the exclusive discretion of the Representative.
  2. The Fundraising Employees in connection with all sales calls will clearly indicate that they represent the Client in connection with their fundraising activities.
  3. The Fundraising Employees in connection with all the sales and placement activities will use only the authorized materials approved by the Representative. They will not intentionally mislead potential donors about the Client's essence, description and activity.
  4. The Fundraiser will record all phone calls made to residents in Israel by the Fundraising Employees and will keep these recordings for a period of at least one year. The Client will have access to all these recordings and will be able to demand changes in the form and content of the Fundraising Employees' approach to potential donors.
  5. Fundraiser shall provide the Client a list of all donors (or purchasers, if the solicitation is a sales solicitation), through secured login to its Website.


7. Control of funds

All contributions will be deposited into 'A Sigh of Relief Charity in Memory of Sasson Sasson - RC' (SORC) merchant account or directly into the Client's merchant account. SORC will deposit the funds arriving at its merchant account to the Client's bank account on the 1st of month and the 15th of the month for the previous semi-month. The fees the Client pays SORC or its merchant account provider will not offset the Fundraiser's fees.


8. Compensation

Client shall pay Fundraiser compensation as follows:

  1. The fees as listed at Fundraiser here.
  2. Fundraiser will keep track of number of hours Fundraising Employees spend soliciting potential donors to donate to the Client and report them to the Client every 15 days.
  3. The Fundraiser will issue an invoice to the Client twice a month: on the first day of the month and on the 15th of the month for services rendered in the previous semi-month. The Client will transfer the funds owed to the Fundraiser's bank account within five (5) days after receipt of the invoice. If the Client has not made the transfer in time, the Fundraiser will use a Client's payment method to collect the amount plus the cost of the charge.
  4. Fundraiser will not submit to the Client invoices or demand payment unless the Client received contributions through the Fundraiser efforts in amount of greater value than the fees in the invoice.
  5. The Fundraiser shall require an approval to continue raising funds for the Client if the fees of an invoice go over 33% of the donations it raised for the Client.


9. Indemnification of Fundraiser

Client shall indemnify, defend and hold Fundraiser harmless from any and all claims, losses and/or damages, of whatever kind and nature, arising from, out of or in connection with the performance by Fundraiser of its obligations under this Agreement, including but not limited to reasonable attorneys’ fees incurred by Fundraiser in defending itself from any and all such claims.


10. Nondisclosure of confidential information

The Fundraiser shall not disclose or give confidential information or the contents of Client records that the Fundraising Employees have been exposed to in the course of their work with the Client without obtaining prior approval signed by the Client's CEO during the term of this Agreement or at any time after the termination of this Agreement to any person or any other entity or any other information of any kind relating to Client's business, including but not limited to:

  1. donor and customer lists, telephone numbers and other information pertaining to donors and customers;
  2. finances, plans, or other information relating to the operation of Client generally; and
  3. other private and confidential information which is a unique asset of Client or information which, if known to competitors or others outside of Client, would be harmful to Client.


11. Breach of agreement

Fundraiser acknowledges that a breach of Paragraph 10 may result in irreparable and continuing damage to Client and the business of Client. The Client shall not seek remedies from a court of competent jurisdiction against the Fundraiser. In the event of such breach which cannot be resolved by negotiation the breach shall be submitted to mediation, and if mediation fails, arbitration, under the arbitration rules of the state of Israel. Any arbitration award issued by the arbitrator shall not exceed ₪ 1000 and shall be final, binding, and enforceable in any court of competent jurisdiction.


12. Jurisdiction and Applicability of Laws

This Agreement shall be governed by Israeli law only and shall be interpreted in accordance with the provisions of this law only. The appropriate court in Tel Aviv shall have sole jurisdiction to adjudicate any matter or issue relating to or deriving from this Agreement.


13. Transfer of Rights

  1. The Client may not transfer and / or assign whether for consideration or for no consideration, his rights and / or authorizations to use the Fundraising Services under this Agreement to another person, unless prior written approval is given by the Fundraiser.
  2. The Fundraiser may, in its sole discretion, transfer its rights and / or obligations on the Website arising from this Agreement, in whole or in part, to any person, without the need for consent or prior notice of any Client.


14. Other Terms

  1. This Agreement fully and exhaustively expresses the consent of the parties to the matters and issues discussed therein, and supersedes and cancels any representation, agreement, negotiation, practice, memoranda, and any other document that has existed or been exchanged between the parties on such matters.
  2. The Fundraiser reserves the right to act and / or to conduct and / or enforce its rights in a different and unequal manner between Clients, at its sole discretion.
  3. The Client declares and agrees that no use or delay in use by the Fundraiser in any of its rights under this Agreement or under any law shall be deemed a waiver by the Fundraiser of the said right.
  4. Any change or addition to this Agreement shall be effective only if made in writing and with the Agreement of the parties.
  5. Waiver, discount, modification, or anything else that may have been given to the Client or taken from the Client by the Fundraiser shall not be used as a precedent for another case for that Client unless expressly stated in writing.


15. Notices

  1. The Fundraiser may give notice pursuant to this Agreement by any means of contact in the Client's profile of the Website and it will be effective when sent.
  2. Email messages from the Fundraiser to the Client will be considered written messages and deemed effective when sent.
  3. If the Client fails to provide valid and current contact information as required, he waives his right to receive notices under this Agreement during the period of such failure.
  4. The Fundraiser may also give notices by posting information within the Website and will be deemed effective when 3 days after it was posted.
  5. The Client may give notices to the Fundraiser by phone to (074) 728-9877 or by email to info@rosalind.co.il or by using the contact form in the Website or by Postal mail to:

    Rosalind MSS Inc.
    42 Jabotinski Rd.
    Ramat Gan, 52485
    Notice will be deemed effective when the Fundraiser actually receives it.


IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date above written.

Client: By

[CEO name and title]


Signature:

[Signature]


(The Agreement must be signed by the CEO of the organization who is authorized to sign by the executive body of the organization.)

Fundraiser: By Mark Sasson Its CEO.

Signature:

[Signature]