Management Agreement by bobzepfel


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									                                 Management Agreement
      This Management Agreement is entered into this __________ day of __________ of
_______ (the "Effective Date") between______________. (the “Company”) and
_________________ (“Manager”).


       A. Manager provides administrative and managerial services (the “Management
Services”) and Company desires to receive Management Services from Manager, on the terms
and conditions of this Agreement.

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

        1. Appointment and Services. Company hereby appoints Manager to provide the
Management Services as detailed in this Agreement. Manager agrees to render to Company, by
and through Manager’s employees, agents, representatives, affiliates and officers the
Management Services. Company acknowledges that certain events may require Manager to
render services that go beyond the services detailed in this Agreement for the necessary
fulfillment of this Agreement, and that Manager may be entitled to additional compensation for
these services. Any additional efforts or services undertaken by Manager 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 Manager in the fulfillment
of its obligations under this Agreement.

        2. Fees. In consideration of the performance of the services as detailed in this Agreement,
Company agrees to pay Manager an aggregate per annum fee of _____________ (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 Manager, received by the date specified for

        3. Expenses. In addition to the compensation for services paid to Manager under Article
2 of this Agreement, Company shall reimburse Manager for reasonable Expenses, as defined
below. As used in this Agreement. the term “Expenses” shall mean the out-of-pocket expenses
paid by Manager to complete the Management Services as necessary for the fulfillment of this
Agreement, including, without limitation, the cost of any outside services including outside l
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