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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 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 © Copyright 2013 Docstoc Inc. 2 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 © Copyright 2013 Docstoc Inc. 3 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. © Copyright 2013 Docstoc Inc. 4 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. © Copyright 2013 Docstoc Inc. 5 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 © Copyright 2013 Docstoc Inc. 6 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 © Copyright 2013 Docstoc Inc. 7
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