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Document Preview Corporate Services Agreement |
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Title: |
Corporate Services Agreement |
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Date: |
2004 |
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Size: |
Preview shows 7KB of 29KB total |
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Price: |
$43 |
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ID: |
#1658963 |
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THIS CORPORATE SERVICES AGREEMENT (this "Agreement") is made as of October 1, 2004 (the "Effective Date") by and between SPY OPTIC, INC., a California corporation (the "Company"), and NO FEAR, INC., a California corporation ("No Fear").
WHEREAS, the Company desires to engage No Fear to provide certain management services to the Company from time to time on the terms and subject to the conditions provided for herein; and
WHEREAS, No Fear is willing to provide to the Company such services on the terms and subject to the conditions provided for herein.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:
At the request of the Company, from time to time, No Fear shall perform such services set forth in Schedule I of this Agreement as are requested in writing by the Company and accepted by No Fear (the "Services"). No Fear agrees to use commercially reasonable efforts to provide the Services in a good, workmanlike and professional manner as if such entity was performing similar services on its own behalf. Notwithstanding any provision herein to the contrary, the parties agree that there shall be no minimum purchase obligation with respect to any of the Services under this Agreement. Notwithstanding any provision herein to the contrary, the parties may from time to time amend Schedule I to add additional Services or modify the fees with respect to Services. Any such modification or amendment shall be in writing and shall be attached to this Agreement.
Notwithstanding any other provision herein to the contrary, the parties agree that in no event shall No Fear be entitled to any payment with respect to the activities related to managing the investment or holdings of No Fear in the Company (including, without limitation, any activities in connection with filing of any tax returns with respect to No Fear) and such activities shall not constitute "Services" under this Agreement; provided, however, that this paragraph shall not preclude No Fear and/or any representative of No Fear from receiving standard and customary director fees or reimbursement of director expenses in connection with a representative of No Fear serving on the Board of Directors of the Company.
2.1 Service Fees. No Fear shall invoice the Company for the Services at the respective No Fear Costs with respect to the Services performed (the "Service Fees"). For purposes of this Agreement, the "No Fear Costs," with respect to any Service, means the product of 1.05 multiplied by the aggregate of all related costs which No Fear incurs, directly or indirectly, in the provision of such Service. Each such invoice shall be accompanied by such supporting documentation as the Company reasonably may request. The Company agrees to pay all undisputed invoices with respect to Services performed in accordance with the terms of this Agreement within thirty (30) days of receipt.
2.2 Expenses. In addition to its obligations to pay Service Fees, the Company shall reimburse No Fear for all reasonable expenses incurred by such party in connection with the provision of the Services; provided, however, that all requests for reimbursement of such expenses shall include supporting documentation reasonably satisfactory to the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties by the Company. The Company represents and warrants that:
(a) The Company is a corporation duly organized and validly existing under the laws of the state of California. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, and the performance of the Company's obligations hereunder, have been duly authorized by all necessary action on the part of the Company and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.
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