Exhibit 10.22
[Form of verbally agreed management services agreement]
Management Services Agreement
By and between
[Company] and ▇▇▇▇▇▇▇▇ Capital Limited
This Management Services Agreement (this "Agreement") made as of the 1st day of
May 2003, by and between [COMPANY] a ____________ Corporation (hereinafter "the
Company") and ▇▇▇▇▇▇▇▇ CAPITAL LIMITED, a corporation organized under the laws
of the Province of Ontario (hereinafter the "Provider").
WHEREAS, the Company has the need for certain executive, accounting and
financial reporting, human resources, information technology and other general
management and administrative services relating to its operations, including
personnel services, business development, and investor relations; and
WHEREAS, the Provider has agreed to provide such executive, accounting and
financial reporting, human resources, information technology and other general
management and administrative services relating to its operations, including
personnel services, marketing and business development and investor relations;
and
WHEREAS, the Company has agreed to reimburse the Provider for the cost of such
executive, accounting and financial reporting, human resources, information
technology and other general management and administrative services relating to
its operations, including personnel services, business development, marketing
and investor relations; and
NOW, THEREFORE, for and in consideration of the forgoing and the terms and
conditions contained hereinafter, the parties hereto agree as follows:
1.0 Term.
The term of this Agreement shall be for a 1 (one) year period from the date
hereof to April 30, 2004 provided, however, that either party for cause on 90
days prior written notice many terminate it. Termination will not negate
payments due to the Provider under the terms of this agreement. This agreement
will automatically renew for a term of 2 (two) years unless 60 days prior
written notice is provided to either party of intent to terminate this
agreement.
2.0 Services.
2.1 The Provider agrees to provide, and the Company agrees to accept,
executive, accounting and financial reporting, human resources,
information technology and other general management and
administrative services relating to its operations, including
personnel services, marketing, business development, in house legal
counsel (on a discounted per hour fee basis) office space and
services and investor relations, described in Exhibit A attached
hereto and as otherwise mutually agreed by the Provider and the
Company (the "services").
2.2. If not otherwise agreed, the specification of particular methods for
rendering the Services and the assignment of personnel therefore
will be determined by the Provider in such manner as in the
Provider's judgement will best serve the objectives indicated by the
Company. Such methods may include, but are not limited to: (a)
remote consulting (by telephone, fax, E-mail, video conferencing,
etc.); (b) written advice; (c) participation in meetings, seminars
and workshops; (d) secondment of employees for specific activities;
(e) supply of technical materials, studies and other information;
(f) introduction to persons, firms/companies which may be of
interest to the Company; and (g) other means mutually agreed upon
from time to time.
3.0 Compensation.
In consideration for the Services, the Company shall pay the Provider a fee of
USD $35,000 per month, payable in advance for each calendar month. The Company
shall also reimburse the Provider for its reasonable out-of-pocket expenses
incurred in connection with the Services, payable upon delivery of the
Provider's invoice therefor.
4.0 Obligations.
4.1 The Company agrees to fully cooperate with the Provider and to
supply the Provider with any and all information reasonably
necessary to enable the Provider to perform the Services hereunder,
in such form as may be reasonably requested. The Company will give
the Provider representatives' free access to any and all sources of
information reasonably necessary to enable the Provider to
satisfactorily perform the Services.
4.2 The Provider agrees to fully cooperate with the Company and to
supply the Company with any and all information reasonably necessary
to enable the Company to meet its legal and tax requirements.
5.0 Liability.
The Provider shall have no liability to the Company except to the extent of the
actual damages (excluding lost profits or special or punitive damages) suffered
by the Company as a direct result of the gross negligence or greater culpability
of the Provider.
6.0 Indemnity.
The Company shall indemnify the Provider and its officers, directors, employees,
independent contractors, agents and representatives, in their capacities as such
(each, an "Indemnified Party"), against and hold them harmless from and any all
damage, claim, loss, liability and expense (including, without limitation,
reasonable attorneys' fees and expenses) incurred or suffered by any Indemnified
Party arising out of or relating to the Services, except to the extent that such
damage, claim, loss, liability or expense is found in a final non-appeal able
judgement to have resulted from the Provider's gross negligence or willful
misconduct.
7.0 Independent Contractor.
The relationship between the Provider and the Company is that of independent
contractor. Neither the Provider nor the Company is, or may hold itself out as,
an agent for or employee of the other. Neither the Provider nor the Company
shall have any authority to take, and neither shall take, any action, which
binds, or purports to bind, the other. Without limiting the foregoing, no
employee of the Provider may claim, demand or application to or for any right or
privilege applicable to an officer or employee of the Company, including but not
limited to workmen's compensation coverage, unemployment insurance benefits,
social security coverage, health plan or insurance benefit, any other insurance
benefit or any retirement benefit.
8.0 Notices.
All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be (I) sent by registered or certified mail,
return receipt requested, (ii) hand delivered, (iii) sent by electronic mail, or
(iv) sent by prepaid overnight carrier, with a record of receipt, to the parties
at the following addresses (or at such other addresses as shall be specified by
the parties by like notice):
(i) if to the Provider at:
▇▇▇▇▇▇▇▇ Capital Limited
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ A3
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
(ii) if to the Company at:
[Company]
Each notice or communication shall be deemed to have been given on the date
received.
9.0 Miscellaneous Provisions.
9.1 This Agreement contains the complete understanding of the parties
hereto and there are no understandings, representations, or
warranties of any kind, express or implied not specifically set
forth herein. This Agreement may be amended only be written
documents signed by duly authorized representatives of each of the
parties hereto.
9.2 This Agreement shall be governed, construed and interpreted in
accordance with the laws of the Province of Ontario.
9.3 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which taken together
shall constitute a single agreement.
9.4 This Agreement shall be for the benefit of the Provider and the
Company and shall be binding upon the parties and their respective
successors and permitted assigns.
9.5 Every provision of this Agreement is intended to be severable. If
any term or provision hereof is illegal or invalid for any reasons
whatsoever, such term or provision shall be enforced to the maximum
extent permitted by law and, in any event, such illegality or
invalidity shall not affect the validity of the remainder of the
Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
of the day and year first above written.
[COMPANY]
Per:
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▇▇▇▇▇▇▇▇ CAPITAL LIMITED
Per:
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