Exhibit 10.3
SERVICES AGREEMENT
In Seville, on January 1, 2004.
APPEARING
On the one hand Mr. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇-Mazarlo, of legal age,
inhabitant of Seville, with domicile for these purposes in Avda. De la Buhaira,
2, and with National Identity Document no. 28874696 J and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, of legal age, inhabitant of Seville, with domicile for these purposes in
Avda. De la Buhaira, 2, and with National Identity Document no. 27883847, for
and on behalf of the Company ABENGOA, S.A. (hereinafter "Abengoa" or "supplier
of services"), with registered office and tax domicile in Seville, Avda. De la
Buhaira, 2, recorded in the Mercantile Register of this city, sheet 2921, folio
107, Companies volume 47 and with Corporate Tax Identification no. A-41-002288.
And on the other hand Mr. [ ], of legal age, with National Identity Document no.
[ ], acting for and on behalf of [ ] (hereinafter "Telvent" or "receiver of
services"), with registered office and tax domicile in [ ] ([ ]) in [ ],
recorded in [ ] and with Corporate Tax Identification no [ ].
Hereinafter, Abengoa and Telvent shall jointly be termed the "Parties".
Acknowledging that each other has the necessary legal capacity to enter into
contract and be bound thereby on behalf of the Companies that they represent,
acting as stated above:
RECITALS
I. Telvent has as its principal activity [ ] and requires for carrying out
said activity the professional services (hereinafter the "Services")
described in clause 1 of this Agreement.
II. "Abengoa" has at its disposal the means, structure, institutional
connections and resources to aid in the realization of the
aforementioned Services.
III. Thus, Telvent is interested in contracting the services provided by
Abengoa and Abengoa is interested in providing said services.
IV. Therefore, it being in the interest of both parties to regulate their
mutual relations, both parties formalize the present services agreement
(hereinafter "the Agreement") with Abengoa subject to the following
CLAUSES
One. - Purpose
The purpose of this Agreement consists of the rendering of consulting,
cooperation and technical support services by Abengoa to Telvent in the
activities carried out by the latter, which have been generically described in
Recital I above, in order to improve and expand its business capacity both in
Spain and abroad in accordance with the terms and conditions of this Agreement.
In particular, and merely by way of example, Abengoa's services include:
1.1 Generic Services:
- Finance management: Global negotiation of Telvent's funding lines: long and
short term credit loans, factoring, deferred payment, underwriting and other
financial instruments. Assistance in the processes of analysis and contracting
of project finance. If necessary, all these lines are backed by the guarantee of
the parent company.
- Centralized asset management: Possibility of placing surplus cash, at market
values.
- Legal advice, legal assistance for the governing body and shareholders'
meeting of Telvent, international legal support in countries in which the
presence of Telvent is not extant.
- Institutional support with international multilateral financing organizations
(IDB, World Bank etc.)
- Institutional commercial assistance through services rendered to Telvent in
the commercial offices of Abengoa in those countries in which Telvent is not
represented.
- Support in providing official global ratings.
- Tax advisory services: Assistance in special situations (inspections) and
coordination of contacts with third parties. Elaboration of the consolidated
corporation tax for the tax group. Elaboration of tax consultancy in complex
processes (acquisitions).
- Negotiation and optimization of global corporate insurance policies covering
Telvent's risks.
- Providing of guarantees and endorsements in favor of Telvent.
- Services including internal publicity, corporate image and institutional
relations.
- Human resource services: Analyses and reports on comparative wages.
1.2. Specific support services upon request
Comprising those not expressly included in the previous section, for which
Telvent shall commission Abengoa explicitly and punctually those specific
services which Abengoa shall provide within the scope of global assistance to
which this Agreement binds both Parties.
Two. - Price
2.1. Abengoa shall receive as compensation for the services indicated in clause
1.1., applicable for the year 2004, the sum of [ ] Euros ([ ] Euros), in
relation to which the corresponding VAT shall be calculated in accordance with
the applicable regulations in force at the given time, and which shall be billed
each quarter in advance in four equal parts within the first fifteen days of the
relevant quarter.
For collection of the agreed price and associated expenses, Abengoa will present
Telvent with bills, which shall be paid by the latter to Abengoa within the
calendar quarter.
For services rendered upon request as indicated in clause 1.2, the parties shall
agree to, in each case at market values, the consideration to be paid by Telvent
to Abengoa for each specific service requested and rendered during the term of
this Agreement.
2.2. Ordinary expenses for travel, business stays and maintenance shall be paid
by Telvent to Abengoa upon the presentation of the corresponding receipts up to
the maximum agreed upon for each case.
2.3. Special expenses must be previously approved by Telvent as a condition for
reimbursement to Abengoa.
2.4. Determination of the consideration fixed in point 2.1 above has been
established in accordance with the current volume and expected growth of
Telvent's activity for the present tax/business year, accepted by the Parties as
the most adequate reference amount given that the services have been requested
of the supplier of services by the receiver of services based on said activity.
Notwithstanding, should the receiver of services request additional and/or
special services, the Parties may agree to compensation for each specific case.
2.5. The prices agreed upon in clause 2.1 above will be revisable annually from
the 1st of January of 2005 in accordance with the variations of the Consumer
Price Index (IPC) published by the National Institute of Statistics or any body
replacing it, or by means of updating criteria freely determined by the Parties
for each annual period and which in each case will be included as a Schedule to
this Agreement, forming an integral part of the same.
Three.- Duration.
This Agreement shall enter into force on January 1, 2004, and shall have an
initial duration of one year. However, it shall be extended for periods of one
year provided neither of the Parties communicates to the other with a minimum
prior notice of 30 days its intention to terminate it, and if such communication
is made Telvent shall pay any amounts pending payment, without any
indemnification becoming due between the Parties.
This Agreement represents the entire agreement between the Parties and cancels
all prior agreements, arrangements and communications between the Parties,
whether verbal or in writing, in relation to the purpose of this Agreement.
Thus do the Parties in these proceedings rescind, terminate and render null and
void the previous services agreement that they had entered into, at the same
time declaring that they have no claim in relation thereto.
Four.- Rendering of the Service
4.1. For the performance of the functions entrusted to it, Abengoa shall
facilitate to Telvent any documentation necessary and the presence, as deemed
appropriate, of its own technicians and specialists, whenever this is deemed
appropriate.
For its part, Abengoa shall employ all material and human resources necessary
for such ends.
4.2. The Parties shall on a regular basis hold meetings in which Abengoa shall
inform on the management, planning, monitoring and control, together with the
work carried out in the period leading up to this. Such meetings shall take
place either in the registered office of Telvent or of Abengoa, on a monthly,
quarterly or other basis as is convenient, by agreement of the Parties.
4.3. Abengoa shall inform Telvent on a timely basis of the progress and results
of the services entrusted to it.
Five. Confidentiality
5.1. The Parties undertake to respect the confidential nature of the information
received from the other Party, not being entitled to reveal the commercial
knowledge and/or secrets thereof, even after the Agreement has ended, and shall
be liable for any breaches of such obligation whether directly or by the
employees thereof.
5.2. At the end of the Agreement, for any reason, Abengoa shall deliver any
documentation and information (technical or commercial) that it has received
from Telvent.
5.3. This Agreement is based on the principle of loyalty, and therefore the
Parties may deem it to be terminated if, in their opinion, the other Party
breaches such commitments.
Six. Ownership of Documentation
All documentation generated whilst this Agreement remains in force or as a
consequence thereof and that is related to the purpose thereof shall be the
property of Telvent, and therefore use thereof for any purposes by Abengoa must
be authorized in advance by Telvent.
Seven. Assignment
The Parties may not subrogate any third party to the rights and obligations of
this Agreement unless written agreement is obtained in advance.
Eight. Termination of the Agreement
In addition to the events in this Agreement, the following shall be grounds for
termination of the Agreement:
a) Breach by either of the Parties of any of its clauses.
b) Insolvency, bankruptcy, creditors' arrangements, suspension of
payments or court-ordered or amicable liquidation of either of
the Parties.
c) By mutual agreement, with the effects thereby established.
Without prejudice to the above, Telvent may at any time, and with sixty (60)
days' advance notice, reduce or eliminate any of the services mentioned above
expressly in clause 1.1.
Nine. Jurisdiction
This Agreement shall be governed by Spanish law, and any differences arising
between the Parties with respect to the interpretation, performance, execution
or termination thereof in whole or in part shall be resolved by means of
arbitration at law subject to Law 60/2003, of December 23, 2003, and
supplementary provisions, which shall be held in Seville (Spain). Each Party
shall assign an arbitrator, and the third shall be designated by the arbitrators
thus appointed, and shall act as Chairman of such Arbitration. The arbitration
award shall be binding on the Parties and shall be issued within two months
following establishing of the arbitration. If the Parties are not able to agree
the appointment of the arbitrators, they shall submit to the jurisdiction of the
courts of Seville for the judicial establishment of the arbitration.
And in witness whereof of all the foregoing, the Parties sign this Agreement in
two counterparts and making one sole agreement, in the place and on the date
first mentioned above.
For For
Abengoa, S.A. Telvent
Signed: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Signed: Mr. [ ]
Signed: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Appendix 1
The following chart illustrates the material terms of the services agreements
that have been entered into:
RECIPIENT OF SERVICES AMOUNT (EUROS)
--------------------- --------------
Telvent Trafico y Transporte, S.A. E 981,967 + VAT
Telvent Portugal, S.A. E 23,006 + VAT
Telvent Brasil, S.A. E 171,283 + VAT
Telvent Canada Ltd E 385,575 + VAT
Telvent Mexico, S.A. de C.V. E 128,622 + VAT
Telvent Outsourcing, S.A. E 9,562 + VAT
Telvent USA Inc E 125,466 + VAT
Sainsel Sistemas ▇▇▇▇▇▇▇, ▇.▇. E 140,040 + VAT
Telvent Housing, S.A. E 157,094 + VAT
Telvent Interactiva, S.A. E 90,327 + VAT
Telvent Energia y Medio Ambiente, S.A. E 655,342 + VAT