CONSULTANCY AGREEMENT
BETWEEN
CARROUSEL CAPITAL LTD
AND
▇▇▇ ▇▇▇▇▇ LTD
THIS CONSULTANCY AGREEMENT ("Agreement") is entered into by and among:
(1) ▇▇▇▇▇▇ ▇▇▇ of [Omitted for ▇▇▇▇▇ filing]
(2) ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ of Carrousel Capital Limited, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇;
(3) ▇▇▇ ▇▇▇▇▇ Ltd ("Consultant") Le Gallais ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and
(4) Carrousel Capital Ltd. ("Manager"), a company whose registered office is at
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and which is regulated by the United Kingdom
Financial Services Authority ("FSA").
1) The effective date of commencement of this Agreement is 5th April 2004.
2) Services The Consultant will provide services to the Manager in
relation to certain projects (the "Projects") and investments (the
"Investments") controlled by the Manager. The services to be provided
by the Consultant with respect to each Project and Investment will be
set forth in schedules to this Agreement (each a "Schedule") as agreed
to, from time to time, by the Manager and the Consultant.
The Consultant shall provide the services in a good, efficient and
proper manner, subject to the supervision of the Manager.
3) No Agency: The Consultant has no agency relationship with the Manager
and has no power to act as agent to or to bind the Manager. Except in
accordance with instructions given to it by the Manager, the Consultant
shall not hold itself out as having power, nor shall it purport to bind
the Manager in any way whatsoever.
4) Duration of Project:
(a) A Project will start upon agreement between the Consultant and the
Manager and will finish upon agreement of a completion ("Completion
Notice") notice between the Manager and the Consultant.
(b) The Manager may at any time terminate a Project or this Agreement
or both by written notice to the Consultant and with immediate effect
and in relation to any unfinished Projects, such notice will constitute
a Completion Notice.
5) Information: All materials and documents produced or accumulated during
the course of and in connection with any Project (including without
limitation in relation to any Investment) (the "Confidential
Information") will be and will remain the property of the Manager. The
Consultant will not at any time either during the continuance of or
after the termination of this Agreement, use, disclose or communicate
to any person whatsoever any Confidential Information of which it has
or may have become possessed during the continuance of the Agreement or
supply the names or addresses of any clients or prospective clients,
business contacts or agents of the Manager to any person except in the
provision of the services performed pursuant to this Agreement and as
agreed by the Manager or as authorised in writing by the board of
directors of the Manager or as ordered by a court of competent
jurisdiction. All Confidential Information will be returned to the
Manager within two weeks of the Completion Notice. Should some
necessary follow up work be done by the Consultant by agreement with
the Manager after the issue of the Completion Notice, any working
materials produced or accumulated in connection with such follow-up
work (the "Additional Confidential Materials") will remain the property
of the Manager and the Consultant will return the Additional
Confidential Materials promptly to the Consultant upon request. The
Consultant agrees not to delay any return of documentation in a way
that would harm the Manager or its asset under management.
6) Fees and expenses: The Consultant and the Manager will agree to a fixed
fee in respect of each Project. Any outstanding monies owed by the
Manager to the Consultant in respect of any Project shall be paid to
the Consultant within two weeks of the issue of the Completion Notice
served pursuant to clause 4.1, subject to the Consultant providing the
Manager with the relevant bank account details. In addition, the
Manager will reimburse any reasonable out of the pocket expenses
incurred by the Consultant. If the Consultant reasonably believes that
the expenses incurred by the Consultant respect of any single item of
expenditure are likely to exceed (pound)500, the Consultant shall
obtain prior written consent for such expenditure from the Manager (to
be evidenced by fax).
7) Representations and Warranties: The Consultant represents, warrants and
undertakes that:
(a) it has the necessary regulatory and legal authority to enter
into this consultancy agreement and to act as agreed;
(b) it will comply with all rules, regulations, policies, manuals
and procedures from time to time operated by or affecting the
Manager;
(c) it will keep the manager informed of the progress of all
Projects; and
(d) it will promptly give (or procure to be given) to the Manager
such information as the Manager may require to enable the Manager
to comply with its disclosure obligations from time to time under
Part IV of the Companies ▇▇▇ ▇▇▇▇ and the City Code on Takeovers
and Mergers.
8) No Unlawful Dealings
The Consultant and ▇▇▇▇▇▇ ▇▇▇ each acknowledge, agree and undertakes
that:
(a) the Confidential Information may constitute price sensitive
information and that they each shall comply with their obligations
under Part V Criminal Justice Act 1993 (insider dealing) in relation to
such information; and
(b) neither of them shall deal in or arrange any dealing in or require
or encourage others to deal or arrange deals in and shall not otherwise
base on the Confidential Information any behaviour (including any
action or inaction) in relation to any securities or other qualifying
investments to which such information relates (including behaviour
referred to in section 118(6) of the Financial Services and markets Act
("FSMA") which would or might constitute market abuse (as defined in
section 118 of FSMA).
9) No Employment Clause ▇▇▇▇▇▇ ▇▇▇, the Consultant and any other successor
company (together, a "Party") and ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇, the Manager
and any other successor company (together, a "Party") agree that, they
will not recruit any director or employee of the other Party within one
year of the date of the final Completion Notice, unless agreed
otherwise.
10) Assignment and Third Party Rights
(a) This Agreement is personal to the Manager and the Consultant and
shall not be capable of assignment by the Manager and the Consultant or
of being transferred by them.
(b) A person who is not a party to this Agreement may not enforce any
of its terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ but
this does not affect any right or remedy of a third party which exists
or is available other than under such Act.
11) Entire Agreement and Relationship
This Agreement constitutes the entire agreement and understanding of
the parties and supersedes any previous agreement between the parties
relating to the subject matter of this Agreement. This Agreement may
not be amended or modified other than by an agreement in writing signed
by each of the parties hereto.
12) Miscellaneous
(a) No failure to exercise or delay in exercising any right or remedy
under this Agreement shall constitute a waiver thereof and no single or
partial exercise of any right or remedy under this Agreement shall
preclude or restrict any further exercise of such right or remedy. The
rights and remedies contained in this
Agreement are cumulative and not exclusive of any rights and remedies
provided by law.
(b) If any term or provision in this Agreement shall in whole or in
part be held to any extent to be illegal or unenforceable under any
enactment or rule of law that term or provision or part shall to that
extent be deemed not to form part of this Agreement and the
enforceability of the remainder of this Agreement shall not be affected
thereby.
(c) The Consultant is employed as an independent consultant and is and
shall not be deemed to be an employee, director or agent of the Manager
(save for the purposes of the FSA rules) and nor shall it hold itself
out as such for any purpose whatsoever.
(d) Nothing in this Agreement (or any of the arrangements contemplated
hereby) shall be deemed to create a partnership between the parties or
any of them nor, save as may be expressly set out herein, constitute
any party the agent of another party for any purpose.
13) Governing Law
(a) This Agreement shall be governed by and construed in accordance
with English Law. The parties agree to the non-exclusive jurisdiction
of the English courts for the resolution of any dispute arising
hereunder.
(b) Each of the parties irrevocably consents to any process in any
legal action or proceedings arising out of or in connection with this
Agreement being served on them in accordance with the provisions of
this Agreement relating to service of communications. Nothing contained
in this Agreement shall affect the right to serve process in any other
manner permitted by law.
14) Counterparts
(a) This Agreement may be executed in any number of counterparts and by
the parties on separate counterparts, but shall not be effective until
each of the parties has executed at least one counterpart.
(b) Each counterpart shall constitute an original agreement but all the
counterparts together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement has been duly signed by or on behalf
of the parties hereto on the dates set forth below their respective signatures.
CARROUSEL CAPITAL LTD. ▇▇▇ ▇▇▇▇▇ LTD
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇
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Name: Director Name: ▇▇▇▇▇ ▇▇▇ of Le Clos du Chemin,
Les Grupiaux, St ▇▇▇▇▇, Jersey JEJ 7ED
Title: Director Title: Director
Date: April 5, 2004 Date: April 5, 2004
Address for Notices: Address for Notices:
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▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Phone: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇
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Date: April 5, 2004 Date: April 5, 2004