Exhibit 10.2
MANAGEMENT AGREEMENT, dated as of _______, 2004, between National
Patent Development Corporation, a Delaware corporation ("NPDC"), and GP
Strategies Corporation, a Delaware corporation ("GP").
WHEREAS, the parties have entered into a Distribution Agreement, dated
as of ________, 2004 (the "Distribution Agreement"), providing for the
distribution (the "Distribution") of all of the outstanding stock of NPDC to the
stockholders of GP;
WHEREAS, NPDC currently provides to GP the services described in
Exhibit A attached hereto (collectively, the "Services"); and
WHEREAS, GP desires to continue to receive, and NPDC is willing to
continue to provide, the Services following the consummation of the
Distribution.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Services; Term. NPDC shall provide the Services to GP for a period of
36 months from the date of the Distribution; provided that any or all of the
Services may be terminated by either NPDC or GP at any time on or after the
second anniversary of the date hereof on not less than 180 days' prior written
notice to the other party. The Services shall be performed in a manner
consistent with the manner in which they have heretofore been performed by NPDC.
SECTION 2. Compensation. The compensation that GP shall pay to NPDC for each
category of Services is set forth in Exhibit A. NPDC shall invoice GP quarterly
for the Services, providing a breakdown of the Services for such quarter and the
charges for each category of Services. Such invoices shall be payable not more
than 30 days after the date of receipt. Except as set forth in Section 6(k), in
the event the parties hereto shall not be able to agree as to the amount of any
compensation payable under this Agreement, the matter shall be settled by
arbitration in the City and State of New York, in accordance with the rules of
the American Arbitration Association, and the award rendered by such
arbitrator(s) shall not be subject to appeal and may be entered in any court
having jurisdiction thereof.
SECTION 3. Consents of Third Parties. NPDC shall use commercially reasonable
efforts, at GP's direction and expense, to obtain any consents or licenses from
third parties necessary for NPDC to provide the Services to GP; provided that
NPDC shall have no obligation to provide Services for which such consent or
license is required and shall not have been obtained.
SECTION 4. Limitations. NPDC shall not be liable for any consequential,
incidental, special or punitive damages in connection with the Services.
SECTION 5. Transfer of Services. NPDC will use commercially reasonable efforts,
at GP's direction and expense, to take such actions as may be necessary so that
prior to the termination of this Agreement GP is able to either provide the
Services itself or obtain the Services from a third party.
SECTION 6. Miscellaneous Provisions.
(a) Complete Agreement; Construction. This Agreement, including the Exhibit
hereto, shall constitute the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all previous
negotiations, commitments and writings with respect to such subject
matter. In the event of any inconsistency between this Agreement and
Exhibit A, Exhibit A shall prevail.
(b) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which together shall be
constitute one and the same agreement.
(c) Notices. All notices and other communications to a party hereunder
shall be in writing and hand delivered, delivered via overnight
delivery service with proof of delivery, mailed by registered or
certified mail (return receipt requested), or sent by any means of
electronic message transmission with delivery confirmed (by voice or
otherwise) to such party (and will be deemed given on the date on which
the notice is received by such party) at the address for such party set
forth below (or at such other address for the party as the party shall,
from time to time, specify by like notice to the other parties):
If to GP, at: GP Strategies Corporation
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If to NPDC, at: National Patent Development
Corporation
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(d) Waivers. The failure of any part hereto to require strict performance
by any other party of any provision in this Agreement will not waive or
diminish that party's right to demand strict performance thereafter of
that any other provision hereof.
(e) Amendments. This Agreement may not be modified or amended except by an
agreement in writing signed by the parties hereto.
(f) Assignment. This Agreement shall be assignable in whole in connection
with a merger or consolidation or the sale of all or substantially all
the assets of a party hereto so long as the resulting, surviving or
transferee entity assumes all the obligations of the relevant party
hereto by operation of law or pursuant to an agreement in form and
substance reasonably satisfactory to the other parties to this
Agreement. Otherwise this Agreement shall not be assignable, in whole
or in part, directly, by any party hereto without the prior written
consent of the others, and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be
void.
(g) Successors and Assigns. The provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.
(h) Third Party Beneficiaries. This Agreement is solely for the benefit of
the parties hereto and should not be deemed to confer upon third
parties any remedy, claim, liability, right of reimbursements, cause of
action or other right not existing without reference to this Agreement.
(i) Indemnification for Expenses; Attorney Fees. A party in breach of this
Agreement shall, on demand, indemnify and hold harmless the other
parties hereto for and against all out-of-pocket expenses, including,
without limitation, reasonable legal fees, incurred by such other party
by reason of the enforcement and protection of its rights under this
Agreement. The payment of such expenses is in addition to any other
relief to which such other party may be entitled hereunder or
otherwise.
(j) Title and Headings. Titles and headings to Sections herein are inserted
for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
(k) Specific Performance. NPDC acknowledges that any breach or threatened
breach of any of NPDC's covenants in this Agreement will result in
immediate and irreparable damage to GP. NPDC acknowledges and admits
that there is no adequate remedy at law for failure to perform its
duties under this Agreement, and NPDC agrees that in the event of such
breach or threatened breach, GP shall be entitled to temporary and
permanent injunctive relief and such other relief as any court with
jurisdiction may deem just and proper.
(l) Governing Law. All questions or disputes concerning the construction,
validity and interpretation of this Agreement and the Exhibit hereto
shall be governed by the laws of the State of New York, without giving
effect to conflict of laws.
(m) Severability. In the event any one or more of the provisions and part
thereof contained in the Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable
provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
GP STRATEGIES CORPORATION
By:
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Name:
Title:
NATIONAL PATENT DEVELOPMENT CORPORATION
By:
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Name:
Title:
Exhibit A
NPDC will provide certain administrative services to GP, including, but
not limited to tax, financial accounting and legal.
NPDC will charge GP a management fee, to cover an allocable portion of
the compensation of those employees or officers of NPDC who provide services to
GP, based on the time they spend providing services to GP and its subsidiaries,
in addition to an allocable portion of certain other corporate expenses.