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Management Agreement

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Management Agreement Powered By Docstoc
					This document sets forth an agreement between a company and a management agent
for the provision of management services to the company. This agreement provides the
management agent’s responsibilities and includes provisions for fees earned by the
agent, the expenses that the company will reimburse the agent for, the term of the
agreement, the independent contractor relationship of the parties, and a mandatory
arbitration provision. This document can be customized to fit the needs of the drafting
parties.
                        MANAGEMENT AGREEMENT
This agreement (the “Agreement”) is made on this __________ day of _________ of _______
(the “Effective Date”) between __________________________ (the “Company”) and
__________________________ (“Management Agent”).

                                         RECITALS:

WHEREAS, Management Agent provides ___________________________________ [specify
services] (the “Management Services”) and Company desires to receive Management Services
from Management Agent, on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, Company and Management Agent hereby agree as follows:

                                         ARTICLE I

                             APPOINTMENT AND SERVICES

Company hereby appoints Management Agent to provide the Management Services as detailed
in this Agreement.

Management Agent agrees to render to Company, by and through Management Agent’s
employees, agents, representatives, affiliates and officers the Management Services. Company
acknowledges that certain events may require Management Agent to render services that go
beyond the services detailed in this Agreement for the necessary fulfillment of this Agreement,
and that Management Agent is entitled to compensation for these services. Any additional
efforts or services undertaken by Management Agent should be reasonable and promptly billed
at a reasonable cost. Prior approval and written consent should be obtained from Company
before any major additional efforts are undertaken by Management Agent in the fulfillment of its
obligations under this Agreement.

                                         ARTICLE II

                                            FEES

In consideration of the performance of the services as detailed in this Agreement, Company
agrees to pay Management Agent an aggregate per annum fee of ___________ ($          ) Dollars
(the “Fee”) for the period commencing on the date of this Agreement to the termination date of
this Agreement.

The date specified for the payment of this annual fee is __________________. Payment will be
made by check, mailed to the business address of Management Agent, received by the date
specified for payment.

                                        ARTICLE III


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                                            EXPENSES

In addition to the compensation for services paid to Management Agent under Article 2 of this
Agreement, Company shall reimburse Management Agent for reasonable Expenses, as defined
below. As used in this Agreement, the term “Expenses” shall mean the out-of-pocket expenses
paid by Management Agent to complete the Management Services as necessary for the
fulfillment of this Agreement, including, without limitation, the cost of any outside services
including outside legal counsel, independent auditors, consultants, financial advisors, word
processing experts and couriers. All Expenses shall be at fair market value. Expenditures in
excess of ____________ ($____) Dollars, shall require prior notification and approval, in
writing, of Company.

All reimbursements for Expenses shall conform to the following payment schedule. Management
Agent shall invoice Company for every fifteen days, if necessary, for the costs of additional
services not covered under Article 2. The invoice shall detail all additional services provided to
Company during the prior fifteen days. Company shall pay all invoices within 30 days of receipt.

Management Agent shall assess interest at a rate of 1% per month on the entire unpaid balance
within the aforementioned time periods. Interest will begin to accrue on the 45th day from the
date of invoice. Interest will continue accruing until the full payment of all overdue payments
and interest charges.

                                          ARTICLE V

                                              TERM

The term of this Agreement shall be for a period of __________ years (the “Original Term”).
Company shall have the option of extending the Original Term for ___________ additional
_____________ [time period] terms (the “Additional Terms”) after the Expiration Date.
Management Agent shall be notified of this extension option one hundred and eighty (180) days
prior to the Original Term expiration date.

This Agreement will automatically expire upon the termination date unless the option to renew is
exercised.

                                          ARTICLE VI

                                        TERMINATION

This Agreement shall commence on the Effective Date and terminate on ________ __, _____
(the “Expiration Date”).

This Agreement may be terminated by either party upon 30 days written notice to the other party
in the event of a material breach of this Agreement by the other party. All written notices shall be




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required to detail the nature of the breach. The Agreement shall not terminate if the breaching
party cures the breach within the 30-day notice period.

This Agreement may be terminated by insolvency of either party, immediately upon written
notice to the other party. Insolvency shall be defined as a party voluntary filing involuntarily
against it a petition under the United States Bankruptcy Code, including a petition for Chapter 11
reorganization as set forth in the United States Bankruptcy Code.

The rights of the parties to terminate this Agreement or any Schedule are not exclusive of any
other rights and remedies available at law or in equity. Such rights shall be cumulative, and the
exercise of any right or remedy shall not prohibit or otherwise preclude the exercise of any other
rights and remedies.

In the event that this Agreement is terminated, both Company and Management Agent shall be
required to fulfill all obligations under this Agreement in connection with services ordered prior
to Agreement termination.

Upon termination of this Agreement, each party shall return all relevant property, including
confidential information received from the other party under this Agreement.

                                         ARTICLE VII

                               RELATIONSHIP OF PARTIES

The relationship created between Company and Management Agent shall be limited to that of
independent contractors. Neither party shall undertake any actions that would imply or seek to
establish, any partnership, ownership, employment, joint venture or trust relationship between
the parties, except by amendment of this Agreement.

                                        ARTICLE VIII

       REPRESENTATIONS AND WARRANTIES OF MANAGEMENT AGENT

Management Agent hereby represents, covenants and warranties that Management Agent is a
valid corporation in good standing under the laws of the State of __________, that this
Agreement constitutes a valid, legal and binding obligation upon Management Agent, legally
enforceable against Management Agent except as limited by bankruptcy or other reorganizations.
Management Agent, as of the Effective Date of this Agreement, represents that Management
Agent has taken all necessary action for the execution and delivery of this Agreement.

Management Agent further warrants that the execution and delivery of this Agreement does not
violate, cancel, terminate or modify in any substantive manner any material contract to which
Management Agent is a party. Additionally, Management Agent is not required to give notice to
any third party or obtain the consent of any person for the execution and delivery of this
Agreement.




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Management Agent is, to its knowledge, and will be at all times during the performance of this
Agreement, in compliance with all state, federal and local rules, regulations and laws.

Further, Management Agent represents that Management Agent is not currently in default of any
agreement or contract.

The aforementioned representations and warranties made by Management Agent to Company
shall survive the termination of this Agreement.

                                          ARTICLE IX

                REPRESENTATIONS AND WARRANTIES OF COMPANY

Company hereby represents, covenants and warrants that this Agreement constitutes a valid,
legal and binding obligation upon Company, legally enforceable against Company except as
limited by bankruptcy or other reorganizations. Company, as of the Effective Date of this
Agreement, represents that Company has taken all necessary action for the execution and
delivery of this Agreement.

Company further warrants that the execution and delivery of this Agreement does not modify,
violate, cancel, terminate or modify in any substantive manner any material contract to which
Company is a party. Additionally, Company is not required to give notice to any third party or
obtain the consent of any person for the execution and delivery of this Agreement.

Company is, to its knowledge, and will be at all times during the performance of this Agreement,
in compliance with all state, federal and local rules, regulations and laws.

Further, Company represents that Company is not currently in default of any agreement or
contract.

The aforementioned representations and warranties made by Company to Management Agent
shall survive the termination of this Agreement.

                                           ARTICLE X

                INDEMNIFICATION AND LIMITATIONS ON LIABILITY

Management Agent agrees to hold harmless, indemnify and defend Company and each
individual or entity that is an agent, affiliate, partner, officer or stockholder against any and all
claims, losses, liabilities, damages and expenses, including legal fees, fines, judgments, and
settlement amounts made in connection with, or arising from errors in any representation or
warranty made by Management Agent under this Agreement, any breach of the Agreement by
Management Agent, or any omission or negligent act by Management Agent in connection with
this Agreement, provided that such negligent act, omission, or error was not done at the direction
of Company.




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Company agrees to hold harmless, indemnify and defend Management Agent and each
individual or entity that is an agent, affiliate, partner, officer or stockholder against any and all
claims, losses, liabilities, damages and expenses, including legal fees, fines, judgments, and
settlement amounts made in connection with, or arising from errors in any representation or
warranty made by Company under this Agreement, any breach of the Agreement by Company,
or any omission or negligent act by Company in connection with this Agreement, provided that
such negligent act, omission, or error was not done at the direction of Management Agent.

                                           ARTICLE XI

                                          AMENDMENT

Amendment to this Agreement is prohibited without the express written consent of both parties.

No amendment, modification or change to this Agreement shall be effective or enforceable
unless it is in writing and executed by a duly authorized officer of each party to this Agreement.

                                          ARTICLE XII

                                         ARBITRATION

Any dispute or claim related to or arising from this Agreement, its performance, breach,
interpretation, validity or enforceability, shall be exclusively resolved by final binding arbitration
before the American Arbitration Association (AAA), utilizing AAA Commercial Arbitration
Rules.

The arbitrator shall be selected using AAA procedures. The Arbitrator shall render a written
decision within thirty (30) calendar days of the hearing. The arbitrator will not award attorney’s
fees or punitive, incidental, consequential, treble or other multiple or exemplary damages, and
the parties hereby agree to waive and not seek such damages.

Awards shall be final, binding and non-appealable, with the exception of the grounds for appeal
guaranteed by the Federal Arbitration Act and applicable laws. All awards may be filed with one
or more courts, state, federal or foreign having jurisdiction over the party against whom such
award is rendered or its property, as a basis of judgment and of the issuance of execution for its
collection.

                                          ARTICLE XIII

                                      ATTORNEY’S FEES

If judgment is required to enforce the contents of the Agreement or remedy any breach, the non-
prevailing party will pay court costs and attorney’s fees.

                                          ARTICLE XIV




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                                ASSIGNMENT PROHIBITED

Both the Company and Management Agent are expressly prohibited from assigning this
Agreement or any rights or interest flowing from this Agreement. Assignment will only occur
with the express written consent of both parties.

                                       ARTICLE XV

                                    GOVERNING LAW

This Agreement will be interpreted and enforced under the laws of The State of ___________.



IN WITNESS WHEREOF, the parties hereto execute this Agreement on this ______day of
_______ of ________:


COMPANY                                           MANAGEMENT AGENT



Authorized Signature                              Authorized Signature


Name and Title                                    Name and Title




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DOCUMENT INFO
Description: This document sets forth an agreement between a company and a management agent for the provision of management services to the company. This agreement provides the management agent’s responsibilities and includes provisions for fees earned by the agent, the expenses that the company will reimburse the agent for, the term of the agreement, the independent contractor relationship of the parties, and a mandatory arbitration provision. This document can be customized to fit the needs of the drafting parties.
This document is also part of a package Business Strategy Starter Kit 18 Documents Included