Official Reports

Please find here attached the “Rapporto Congiunto 2012, Italia- Israel” (official report in italian), created by the Embassy of Italy in Tel Aviv. Attatchments with this item – rapporto-congiunto 2012.pdf

Importing to Israel

The Italian Notary

In Italy, the Notary, under art. 1 of the law regulating the Notary profession, is a public officer who has the role of “receiving deeds between live persons and of last will, giving public faith to them, record them and release copies, certificates and excerpts”. Therefore the Notary performs his duties in relation to sales (notably in the real estate sector), donations, loans and testaments. The Notary is also necessary in some deeds concerning companies, notably the incorporation, the endorsement of shares certificates, the purchase of participations in an S.r.l., capital increases, creation of pledges on participations, the modifications to the by laws and the winding up of companies. Given the fact that the Notary is a public officer, the documents he drafts are “atti pubblici” (public deeds) and, therefore, are granted with the “public faith”. This means that the declarations given by the Notary in a document he drafted are granted with a particular legal status of “full evidence”. This means that its content has to be accepted as true and binding except for the case in which the public deed is invalidated by a particular proceeding. The intervention of the Notary is mandatory for certain deeds and contracts, which for their nature, require a guarantee with regard to compliance with the law, the identity of the parties and the correspondence between the deed and the will of the parties. Such guarantee is provided by the Notary who, under art. 47 of the law regulating the Notary profession, “investigates the will of parties and, under his direction and responsibility, integrally drafts the act”. Moreover, under art. 42 of the same law, the Notary must: a) inform the parties about the possible consequences of the requested transaction, about all the aspects of the legal analysis he has to perform and give them professional advice, also suggesting clauses and element autonomous related to their will and intentions; b) suggest the type of the more appropriate deed in relation to the intentions of the parties, verify the legality and the reciprocal congruence of such intentions, carry out all the preliminary activities required by the parties and draft the deed in the more technically suitable way in order to guarantee its total enforceability and the stability of the legal relationship which originates from such deed; c) give to the parties all the advices requested or considered useful in addition to the public reading of the deed, in order to ensure that the parties perfectly understand the legal meaning of the deed and, notably, the obligations, the particular guarantees, the exemptions or limitations of liability and all the following fulfilments which may arise from the execution of the deed. Those duties have to be accomplished even if the deed has been drafted by third parties, e.g. the lawyers of the parties. Therefore, the Notary has to analyze the document, explain to the parties its content and legal effects, ascertain the respect of the intention of the parties and the compliance of the deed with mandatory law provisions. “Atto Pubblico” and “Scrittura privata” While an “atto pubblico” (public deed) can only be drafted by a Notary, a “scrittura privata” (private document) can be drafted by anyone. The law regulating the Notary profession provides that, even when a Notary is asked to legalize a private document, which has been drafted by others (e.g.: the parties themselves or their consultants), he has to verify the compliance with, and respect of, mandatory rules, even by the public reading of the deed before execution. Therefore, the difference between a public deed and a private deed has now decreased sensibly. However, the private document legalized by a Notary does not have the same legal value as a public deed, since it does not have the status of “full evidence”, which, for a private document, is limited to the identification of the parties who execute the document made by the Notary. The legalized private deed cannot be used in all the cases in which the law requires a public deed, such as for the incorporation of limited liability companies, to establish foundations or limited liability partnerships or for donations.


In performing his duties, any Notary has to conform to the law, notably to the law regulating the Notary profession, and to the highest degree of diligence. Therefore, the Notary is liable toward his clients both for errors due to negligence and to intentional wrongdoing. The liabilities due to negligence in which the Notary may incur are covered by an insurance policy entered into by the National Council of the Notaries (“Consiglio Nazionale del Notariato”) and Lloyd’s of London. Moreover, the former created a Guarantee Fund which covers all the liabilities which may arise in case of intentional wrongdoing. In this way, anyone who requires the assistance of a Notary is protected from losses which may originate both by an error or by intentional wrongdoing by the Notary himself. In case of severe errors or intentional wrongdoing, the Notary may be subject to suspension or ban, as well as to criminal charges. The Notary is subject to the review of the National Council of the Notaries, of the Ministry of Justice (which performs a thorough inspection every two years) and of the Public Prosecution´s offices. Ariel Nachman Simmons & Simmons

Agricultural Cooperation

Joint Declaration of Intents on Agricultural Cooperation Between the Ministry of Agriculture and Rural Development of the State of Israel and the Ministry of Agriculture and Forestry Policies of the Government of Italy 1. Following the discussions between the Minister of Agriculture and Rural Development of Israel, H.E. Mr. Israel Katz, and the Minister of Agriculture and Forestry Policies of Italy, H.E. Mr. Giovanni Alemanno, at the EURO-MED Conference in Venice on November 27, 2003, and the discussions held at their meeting in Minister Katz´ office in Beit Dagan during Minister Alemanno´s official visit to Israel, the two ministers reaffirm the interest of their two governments to increase and expand cooperation between them in agriculture and the agro-food field. 2. The two sides agree that cooperation in research in the fields elaborated in this declaration will be carried out by the public research-related institutions authorized by the two governments. 3. The two sides agree that the following fields, among others, are suitable for establishing cooperation: Research and technology in various subjects, aquaculture and mariculture, food quality and safety, logistics of marketing and international trade of fresh agricultural produce, technologies of irrigation, and water recycling. More specific fields of cooperation include: Technological and commercial cooperation in the production and handling of fresh agricultural produce. Technologies related to water management. Creation of common frameworks for the trade of agricultural products. Development of cooperation in the standardization, technology and trade in olive oil. Irrigation technologies and those aimed at the struggle against drought and irregular rainfall. Production of energy in the agricultural-rural sector. Development of post-harvest technologies. Expanding the range of fish varieties and intensive freshwater fish Cultivation technologies, and the production of a wide range of marine fish varieties, with emphasis on the ecological balance of aquaculture in the Mediterranean Sea. Development of agriculture friendly to the environment. Development of initiatives for sustainable forest management at the regional level. Improving varieties of mutual interest through advanced methods. Development and improvement of Integrated Pest Management methods (IPM). Cooperation and assistance in the transfer of agricultural know-how to developing countries for the purpose of improving production efficiency and food security and quality. 4. The methods of production and handling of fresh agricultural produce are similar in both Italy and Israel. However, there is a common interest to develop and expand trade in such produce in the Mediterranean basin with emphasis on the uniqueness of each one of the producing countries. 5. The Ministry of Agriculture and Forestry Policies of Italy and Ministry of Agriculture and Rural Development of Israel are interested in commencing a joint initiative with the participation of public and private entities from both countries, following which a company or bi-national cooperative will be established through which the components of cooperation in this joint declaration will be realized. 6. The two financing sides will cooperate in promoting the appropriate framework mentioned in item 5, also with the integration of appropriate programs of the EU, other international organizations, and the private sector. 7. In order to define precisely and in detail the items in this joint declaration, and in order to establish a regular framework which will handle the implementation of the items, a joint working group will be set up of four members from each country. The working group will be set up by the end of 2003 and will define three months after its establishment its detailed work plan. 8. In the framework of the detailed work plan, three events will be specified tentatively , two in Italy and one in Israel (exhibition and/or fair/and or conference) which will aid in disseminating the initiatives indicated in this joint declaration and in exposing the know-how of the two sides in the fields of cooperation. 9. The operative programs which are the subject of this joint declaration will obtain, if needed, the appropriate confirmation of the governmental authorities in the two countries. Signed in Tel Aviv on December 8, 2003 H.E. Mr. Giovanni Alemanno H.E. Mr. Israel Katz Minister of Agriculture and Minister of Agriculture and Forest Policies of Italy Rural Development of Israel

Research and Development cooperation

AGREEMENT BETWEEN THE GOVERNMENT OF THE ITALIAN REPUBLIC AND THE GOVERNMENT OF THE STATE OF ISRAEL ON INDUSTRIAL, SCIENTIFIC AND TECHNOLOGICAL RESEARCH AND DEVELOPMENT COOPERATION The Government of the Italian Republic and the Government of the State of Israel (hereafter referred to as “the Parties”), WISHING to strengthen the traditional friendly relations between the two Countries and to promote the sharing of knowledge between them, CONSIDERING that industrial, scientific and technological research and development cooperation is one of the most important constituents of bilateral relations and an outstanding element of their stability, CONSIDERING the mutual interest in making progress in the field of industrial, scientific and technological research and development and the resulting advantages for both sides, TAKING INTO ACCOUNT the positive experience of the ongoing relations between the scientific institutions of the two Countries, RECOGNIZING the importance of improving the coordination of the Italian and Israeli relations in all sectors of industrial, scientific and technological research and development and the need for their expansion, HAVE AGREED as follows: ARTICLE 1 1. In Conformity with the respective laws and regulations in force, the Parties will promote the development of industrial, scientific and technological research and development cooperation, in areas of reciprocal interest and on equal basis. 2. Hereafter “research and development” will be mentioned as “R&D”. ARTICLE 2 The Parties will encourage and contribute to the development of cooperation between the two Countries in the field of industrial, scientific and technological R&D with particular reference to the following areas: – medicine, public health and hospital organization; – biotechnology; – agriculture and food science; – new energy sources and natural resource use; – applications of informatics to education and scientific research; – environment; – communication; – innovation production processes; – space; – information technologies, data communication, software; – any other areas of mutual interest. ARTICLE 3 The Parties will encourage, if necessary, the establishment of industrial, scientific and technological R&D relations and the stipulation of specific agreements among Ministries and Institutions, Universities, research centers and institutes, scientific and industrial R&D associations, companies, corporations, and other natural and legal persons of both Countries working on industrial, scientific and technological innovations. ARTICLE 4 The scientific and technological cooperation within the present Agreement will be carried out in the following forms and methods: a) exchange of scientific and technical information and documentation; b) joint organization and execution of seminars, symposia, and conferences on industrial, scientific and technological topics; c) grants for joint industrial R&D projects; d) any other form of cooperation which will be further agreed upon by the Parties. ARTICLE 5 1) Projects eligible for grant support will be projects of joint industrial, scientific and technological R&D which can help to bring innovative and marketable systems, products, applications and processes with potential to the economics of both Italy and Israel. 2) Support will be given only to joint technology development projects which are undertaken by private sector businesses from Italy and Israel. 3) Grant support will be limited to 50% of a project’s total eligible R&D costs. The successful aid recipients will be those whose projects have passed an appropriate review, organized by the Competent Authorities. 4) The Cooperating Authorities, as defined in Article 8, shall develop procedures that will ensure that when a project is successful in achieving sales of a product or process and/or receives licensing fees and/or royalties, the support given under the scheme will be repaid at a prefixed royalty rate from the sales or other income from the successful project. ARTICLE 6 The Parties will support the formulation of joint projects which could be inserted in the programs of the European Union, namely the RTD Framework Program, or other International Organizations. The Parties will encourage the partnership in initiatives about scientific research and technological innovations which could be realized within the MEDA Program Fund of the European Union for the Euro-Mediterranean Partnership. ARTICLE 7 1. The partners to projects supported under this Agreement shall be required to submit to the Parties evidence of contractual arrangements between them relating to intellectual property rights. These should address, in particular: a) the ownership and use of know-how and intellectual property owned by the partners prior to the projects; b) arrangements for the ownership and use of information and intellectual property to be created in the course of the project. 2. Notwithstanding the provisions of paragraph 1 above, it shall be the responsibility of the partners to projects supported under this Agreement to safeguard their own interests. 3. Scientific and technological information of a non-proprietary nature arising from the cooperative activities under this Agreement may be made available to the public through customary channels. 4. Each Party commits itself not to transmit, without written approval of the other Party, information concerning the results obtained from the cooperative programs for industrial R&D covered under this Agreement to a third person, organization, or to any other Country. ARTICLE 8 The Italian Party appoints the Ministry of Foreign Affairs and the Israeli Party the Ministry of Industry and Trade, as the respective coordinators for the execution of this Agreement at a national level. The Italian Ministry of Foreign Affairs and the Office of the Chief Scientist (OCS) of the Israeli Ministry of Industry shall be the Cooperating Authorities for the purpose of implementing the forms and methods specified in article 4. The activities carried out under this Agreement will be subject to an agreement between the competent Authorities regarding the nature of the cooperative projects, the availability of funds and resources of the Parties and general arrangements and procedures to be followed implementing the forms and methods specified in Article 4 and Article 5. ARTICLE 9 In order to execute this Agreement and verify the state of its application, the Parties will appoint a Joint Commission for industrial, scientific and technological R&D cooperation. The Joint Commission will evaluate the state and prospect of cooperation, define the execute programs and supervise their realization. The Joint Commission, under the chairpersonship of each Country, will meet every second year, unless otherwise agreed, alternately in Italy and in Israel, the dates to be agreed upon through diplomatic channels. ARTICLE 10 The provisions of this Agreement do not prejudice the rights and the commitments of the Parties arising from the international Conventions concluded by them with third Countries. ARTICLE 11 Any dispute arising from the interpretation on the application of this Agreement will be settled by negotiations between the Parties. ARTICLE 12 This Agreement shall be ratified in pursuance of the constitutional requirements of both Parties. It shall enter into force on the date of the last notification by which the two Parties shall have communicated officially to each other the fulfillment of their respective procedure. This Agreement shall remain in force for a period of five years and it shall be automatically renewed for the same period. Each Party shall have the power to denounce in writing this Agreement six months before its expire date. The denouncing of this Agreement will not prejudice the development of the ongoing projects, execution of which will continue until their competition, in accordance with the agreed upon terms and conditions. In witness thereof the under-signed Representatives, duly authorized by their respective Government, have signed this Agreement. DONE in Bologna on 13 day of June, 2000 which corresponds to the 10 day of Sivan, 5760, in two originals, in the Italian, Hebrew and English languages, all texts being equally authentic. In case of divergence of interpretation the English text shall prevail.

Legal knowledge

Non Competition Rules under Italian Law Often companies and individuals make investments that are based on persons and on their intrinsic value to a business. However, once the value is created, often the way to preserve it, or at least to protect the investments made, is to ensure that once such persons are no longer part of the business, their capacity to undermine the business by way of competition is limited. The rules governing those limitations are dynamic and evolving. Obviously, competition has an enormous importance to innovation and the evolution of the economy. Therefore, in order to preserve the importance of competition and the value related to the freedom of occupation, non competition covenants have become highly regulated globally, as well as in Italy. Following such rules is extremely important for those who wish to impose the non competition covenants, otherwise, they could be often challenged and rendered non enforceable. Non competition between employer and employee The Italian Civil Code regulates both the non competition obligation during the term of employment and after its termination. 1.1 Non competition obligation during the employment agreement The Italian Civil Code (“ICC”) sets forth a loyalty obligation by the employee towards its employer. Like in many jurisdictions, also Italian law sets forth various criteria for the constitution of an employer – employee relation, amongst which are the employee’s lack of autonomy and subordination to the decisions of the employer not only with respect to the scope of the work but also on its organization and performance. Such loyalty obligation consists of abstaining from: Having part in transactions or doing business, even on behalf of third parties, in competition with the employer; and Divulging information concerning the organization or the methods of production of the enterprise, or using them in a way that may jeopardize the enterprise itself. Since such obligation is set forth by the law, it exists even if the employment agreement does not contain any language on the matter and for the entire period in which the employment agreement is in force. The violation of the loyalty duty toward the employer is punishable with sanctions which have to be proportional to the gravity of the violation and could end up in the dismissal of the employee for just cause or subjective justified reason1. 1.2 Non competition after the termination of the employment agreement The mandatory regulation of the ICC is aimed to restrict the scope of the non competition clause between the employee and the employer over the period following the termination of the employment agreement. In particular, the ICC sets forth that the post employment non competition covenant is void if (i) it is not made in writing, (ii) the employee does not receive a specific compensation for such commitment or (iii) if the limitation is not specific with regard to the object, the duration and the territory. In any case, such commitment cannot be longer than 5 years for managers and 3 years in all the other cases. If the agreed duration is longer, it is automatically reduced to the maximum duration provided by the law. 2. Non competition in other cases The non competition agreements among subjects which are not in an employment relations can surge to relevance under two different perspectives: from a wider point of view, the competition is seen as a value to be protected by means of the regulations against cartels, while, from a narrower point of view, the non competition clauses are seen as a limitation of the economic, and notably entrepreneurial, freedom of each subject to be protected by rules concerning each and every non competition clause regardless of its effect on the market. 2.1 General non competition clauses Under the ICC, each non competition agreement (i) has to be proven in writing, (ii) has to be specifically limited to well defined object and territory and (iii) cannot be longer than 5 years. As already mentioned, even in this case, if the agreed duration is longer than the mandatory limit, it is automatically reduced to the maximum duration provided by the law. The case law, however, has stated that such maximum duration only refers to the non competition agreements which are not linked to other agreements, but represent a sole undertaking which is not included in a wider contractual framework. Therefore, in case the parties have entered into an agreement which has a duration longer than 5 years, the non competition clause which (i) is contained in such agreement and (ii) is functionally linked to the obligations of the parties, can exceed the 5 years limit. The reasoning behind such case law is that in such cases the acceptance of the non compete restriction is due to an advantage which can only be inferred by the wider contractual relationship between the parties. On the contrary, whenever the non competition undertaking stands alone and such advantage is not clear, the Legislator made an evaluation of the different principles involved and provided for a proper limit on the maximum term in order to preserve the freedom to compete. Moreover, some scholars and part of the case law maintain that such provision would only apply to those agreements concluded between subjects that compete on the same market level (i.e. horizontally) and it would not apply to the agreements between subjects operating on different market levels (i.e vertically). 2.2 Cartel legislation The Italian legislation on cartels is derived by the European regulations. It is important to note that a cartel differs from a mere non compete covenant since the cartel is the agreement between two or more independent subjects, normally companies, which agree on anti competitive practices, such as prices fixing, production limitations, customers or markets divisions, in order to obtain higher revenues than the ones they would obtain in a competitive market. Under Italian law no. 287 / 1990, any agreement, with no regard to its nature, which has as its object or effect a significant prevention, restriction or distortion of competition is prohibited and, thus, is null and void. The parties of such agreements can also be subject to financial penalties. It is important to note that, under Italian law, the only forbidden agreements are those which actually have an adverse impact on the competition, while, if such impact is only possible or potential, but not in effect, the agreement is lawful. Such threshold, which is actually higher than the one enforced by the EU Commission, implies that a great number of agreements do not need to obtain an authorization from the Italian Competition Authority, since such authorizations, which have been rarely granted (17 cases since 1991), only concern the agreements which actually breach the competition rules, but also have positive effects which compensate for such breach. Ariel Nachman Simmons & Simmons 1 The just cause is determined by a fact which gravity disrupts the trust of the employer in the employee to an extent that the employment relationship cannot even continue temporarily for the notice period, while the justified reason, is a ground for dismissal which does not prevent the notice period to take place. The justified reason can be either subjective or objective. The subjective justified reason is determined by a major breach of the contractual obligations by the employee and the objective justified reason is determined by an objective event, such as the liquidation of the employing entity.

Recently published grants in Italy

An interesting Facts Sheet concerning recently published grants in Italy Attatchments with this item Italy_137_INDUSTRIAL RESEARCH PROJECTS.pdf