AGREEMENT
Exhibit
10.1
AGREEMENT
THIS
AGREEMENT
is
effective as of July 2, 2007, by and between Vero Management, L.L.C., a Delaware
limited liability company with its principal place of business located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Vero”) and Wentworth VI,
Inc., a corporation organized and existing under the laws of the state of
Delaware, with its principal place of business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Client”). Vero and Client may each
be referred to as a “Party” or collectively as the “Parties.”
RECITALS
WHEREAS,
Vero is
engaged in the business of providing managerial and administrative support
services to public and private companies; and
WHEREAS,
Client
desires to engage the services of Vero as described herein and Vero desires
to
perform such services, all in accordance with the terms and conditions herein
set forth;
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants set forth herein, the Parties
hereby agree as follows:
|
1.
|
Intent
and Services
|
It
is the
general nature and intent of this Agreement that Vero will provide to Client
a
broad range of managerial and administrative services including but not limited
to assistance in the preparation and maintenance of its financial books and
records, the filing of various reports with the appropriate regulatory agencies
as are required by State and Federal rules and regulations, the administration
of matters relating to Client’s shareholders including responding to various
information requests from shareholders as well as the preparation and
distribution to shareholders of relevant Client materials, and the providing
of
office space, corporate identity, telephone and fax services, mailing, postage
and courier services (“Services”). This Agreement shall be liberally construed
in order to insure that Vero provides to Client those Services necessary for
Client to efficiently manage its business operations, efficiently respond to
its
shareholders and timely comply with its regulatory reporting requirements.
The
parties hereto specifically acknowledge and agree that Vero will not provide
any
legal, auditing, accounting, investment banking or capital formation services
to
Client.
|
2.
|
Term
|
This
Agreement shall be in effect for a term of one (1) year commencing on the date
hereof; provided that either party may terminate this Agreement upon written
notice to the other party at any time. At the end of the initial term, this
Agreement shall remain in effect until terminated in writing by either party.
All duties for payment of compensation owed to Vero and those duties that
generally survive termination shall survive the termination of this
agreement.
|
3.
|
Compensation
|
In
consideration of the services provides hereunder, Vero shall be entitled to
the
following compensation:
|
a)
|
Client
shall pay Vero a fee equal to $1,000 per month for each month, or
any part
thereof, that the Services hereunder are provided. The Parties
specifically agree that in no event will the monthly fees be prorated
either due to the initiation of Services following the first day
of a
particular month or the termination of Services prior to month’s
end;
|
|
b)
|
Client
shall reimburse Vero for any out-pocket expenses incurred by Vero
in
connection with its Services hereunder (including, without limitation,
expenses of consultants and advisors engaged by Vero to perform all
or any
part of the Services hereunder, provided such expenses are approved
by
Client in advance).
|
Vero
shall ▇▇▇▇ Client for the Services four times per year, on the last day of
each
calendar quarter and payment shall be due within seven (7) business days
thereafter.
|
4.
|
Independent
Contractor
|
Vero
shall be, and is deemed to be, an independent contractor in the performance
of
its duties hereunder. Vero shall have no power to enter into any agreement
on
behalf of or otherwise bind Client without the express prior written consent
of
Client. Vero shall be free to pursue, conduct, carry on and provide for its
own
account (or for the account of others) similar Services to other clients.
|
5.
|
Indemnification
|
Client
agrees to indemnify and hold Vero and its officers, directors, shareholders,
managers, members, agents, advisors, consultants and employees (“Indemnified
Parties”) harmless from any and all losses, expenses, claims, damages or
liabilities (including reasonable attorneys’ fees) incurred by any Indemnified
Party arising out of or related to the performance of Vero's duties under this
Agreement, and Client shall, at the option of Vero, reimburse Vero or pay
directly for any and all legal or other expenses incurred in connection with
the
investigation or defense of any action or claim in connection therewith.
Notwithstanding the aforesaid, Client shall not be liable for any loss, claim,
damage or liability that is found (as set forth in a final judgment by a court
of competent jurisdiction) to have resulted in a material part from any act
by
Vero which constitutes fraud or gross negligence by Vero.
| 6. |
Confidentiality
|
Vero
agrees that any information provided to it by Client of a confidential nature
will not be revealed or disclosed to any person or entity, except in the
performance of this Agreement. Upon the termination of this Agreement and
following receipt of a written request from Client, all documentation provided
by Client to Vero will be returned to it or destroyed.
| 7. |
Notices
|
All
notices hereunder shall be in writing addressed to the Party at the address
herein set forth, or at such other address as to which notice: pursuant to
this
section may be given, and shall be given by personal delivery, by certified
mail
(return receipt requested), Express Mail or by national overnight courier.
Notices will be deemed given upon the earlier of actual receipt or three (3)
business days
after being mailed or delivered to such courier service.
Notices
shall be addressed as follows:
|
If
to Vero:
|
Vero
Management, L.L.C.
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager
|
||
|
If
to Client:
|
Wentworth
VI, Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
|
||
Any
notices to be given hereunder will be effective if executed by and sent by
the
attorneys for the Parties giving such notice, and in connection therewith the
Parties and their respective counsel agree that, in giving such notice, such
counsel may communicate directly in writing, with such Parties to the extent
necessary to give such notice.
| 8. |
Representations
and Warranties of Client
|
Client
represents and warrants that:
|
a)
|
Client
will cooperate fully and timely with Vero to enable Vero to perform
the
Services that may be rendered
hereunder;
|
|
b)
|
Client
has full power and authority to enter into this
Agreement;
|
|
c)
|
The
performance by Client of this Agreement will not violate any applicable
court decree, law or regulation, nor will it violate any provision(s)
of
the organizational or corporate governance documents of Client or
any
contractual obligation by which Client may be bound;
and
|
|
d)
|
All
information supplied to Vero by Client, shall be true and accurate
and
complete in all material respects, to the best of Client's
knowledge.
|
| 9. |
Representations
and Warranties of Vero
|
Vero
represents and warrants that:
|
a)
|
It
has full power and authority to enter this
Agreement;
|
|
b)
|
It
has the requisite skill and experience to perform the Services and
to
carry out and fulfill its duties and obligations hereunder;
and
|
|
c)
|
It
will use its best efforts to complete all Services in a timely and
professional manner.
|
| 10. |
Governing
Law, Dispute Resolution, and
Jurisdiction
|
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida, without giving effect to the conflicts of laws principles
thereof. All disputes, controversies or claims (“Disputes”) arising out of or
relating to this Agreement shall in the first instance be the subject of a
meeting between a representative of each Party who has decision-making authority
with respect to the matter in question. Should the meeting either not take
place
or not result in a resolution of the Dispute within twenty (20) business days
following notice of the Dispute to the other Party, then the Dispute shall
be
resolved in a binding arbitration proceeding to be held in Orlando, Florida,
in
accordance with the international rules of the American Arbitration Association.
The Parties agree that a panel of one arbitrator shall be required. Any award
of
the arbitrator shall be deemed confidential information for a minimum period
of
five years. The arbitrator may award attorneys’ fees and other arbitration
related expense, as well as pre- and post-judgment interest on any award of
damages, to the prevailing Party, in their sole discretion.
| 11. |
Miscellaneous
|
|
a)
|
No
Waiver.
No provision of this Agreement maybe waived except by agreement in
writing
signed by the waiving Party. A waiver of any term or provision of
this
Agreement shall not be construed as a waiver of any other term or
provision.
|
|
b)
|
Non-assignability.
This Agreement is not assignable without the written consent of the
other
Party.
|
|
c)
|
Multiple
Counterparts. This
Agreement may be executed in multiple counterparts, each of which
shall be
deemed an original. It shall not be necessary that each Party executes
each counterpart, or that any one counterpart be executed by more
than one
Party so long as each Party executes at least one
counterpart.
|
|
d)
|
Severability.
If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall
not
affect the remaining provisions of this
Agreement.
|
|
e)
|
Construction.
No provision of this Agreement shall be construed against any Party
by
virtue of the fact that that this Agreement was primarily prepared
by such
Party.
|
|
f)
|
Headings.
The section and paragraph heading shall not be deemed a part of this
Agreement.
|
IN
WITNESS WHEREOF
the
undersigned have executed this Agreement as of the day and year first above
written.
| VERO MANAGEMENT, L.L.C. | WENTWORTH VI, INC. | ||
|
By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Manager
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, President
|