MANAGEMENT SERVICES AGREEMENT

MANAGEMENT SERVICES AGREEMENT

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [insert
date] (the “Effective Date”), by and between [insert the name of your Client], a [insert state in which the
Client is incorporated in] limited liability Client (the “Service Provider”), and [insert name of client] (the
“Client”). Service Provider and the Client are sometimes referred to herein individually as a “Party” and
collectively as the “Parties.”

WHEREAS, the Client desires to retain Service Provider to provide certain management and
administrative services to the Client, and Service Provider is willing to provide such management and
administrative services to the Client, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto hereby agree as follows:

1. Retention of Service Provider; Services. The Client hereby retains Service Provider, and Service
Provider hereby agrees, to provide to the Client certain management and administrative
support services 24 hours a day, seven days a week, (the “Services”) which include, without
limitation, the following: [list the services to be provided]
2. Term. This Agreement shall have an initial term of [insert period] commencing on the Effective
Date and thereafter shall be automatically extended from year to year (the initial term and each
such annual extension period hereinafter referred to as a “Term”). Either Party may terminate
this Agreement by providing 60 days’ written notice to the other Party prior to the expiration of
any Term. Such written notice will terminate this Agreement effective at the start of business on
the first day of the month immediately following expiration of the then existing Term.
3. Relationship of the Parties. At no time shall the Employees, any independent contractors
engaged by Service Provider and/or the employees of any such independent contractors be
considered employees of the Client. Service Provider shall be responsible for complying with all
federal, state and local labor and tax laws and regulations with respect to Employees. This
Agreement is not one of agency between Service Provider and the Client, but one in which
Service Provider is engaged to provide management oversight and administration support
services as an independent contractor. All employment arrangements are therefore solely
Service Provider’s concern, and the Client shall not have any liability with respect thereto except
as otherwise expressly set forth herein.
4. Duties of Service Provider.

4.1 Service Provider will perform, or cause to be performed, the Services hereunder with not
less than the degree of care, skill and diligence with which it performs or would perform
similar services for itself consistent with past practices (including, without limitation, with
respect to the type, quantity, quality and timeliness of such services). If the Service Provider
is required to engage third parties to perform one or more of the Services required
hereunder, Service Provider shall use all commercially reasonable efforts to cause such third
parties to deliver such Services in a competent and timely fashion.
4.2 Service Provider shall maintain books, records, documents and other written evidence,
consistent with its normal accounting procedures and practices, sufficient to accurately,
completely and properly reflect the performance of the Services hereunder and the
amounts due in accordance with any provision of this Agreement (collectively, the “Services
Evidence”).

5. Term and Termination
5.1 General. Subject to the provisions of Section 4.4, this Agreement shall terminate, and the
obligation of to provide all Management Services shall cease, on the earlier to occur of (a)
the date on which the provision of all Management Services has been terminated by the
Parties pursuant to Section 4.2 and (b) the date on which the Term of this Agreement has
ended pursuant to Section 2.
5.2 Termination. Subject to the provisions of Section 4.4, a Party shall have the right to
terminate this Agreement effective upon delivery of written notice to the other Party: (a) if
the other Party makes an assignment for the benefit of creditors, or becomes bankrupt or
insolvent, or is petitioned into bankruptcy, or takes advantage of any state, federal or
foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all
or any substantial part of its property and business and such receiver or receiver/manager
remains undischarged for a period of 30 days; (b) the other Party materially defaults in the
performance of any of its covenants or obligations contained in this Agreement and such
default is not remedied to the non-defaulting Party’s reasonable satisfaction within 10 days
with respect to a default of any payment obligation or 45 days with respect to the default of
any other obligation contained in this Agreement, after receipt of written notice by the
defaulting Party informing such Party of such default, or if such default is not capable of
being cured within 45 days, if the defaulting Party has not promptly begun to cure the
default within such 45-day period and thereafter proceeded with all diligence to cure the
same.
5.3 Procedures on Termination. Following termination of this Agreement, (a) each Party will
cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary
course of the businesses of such other Party and its Affiliates and (b) Service Provider shall
deliver to Client, at the expense of Client, the records maintained by Service Provider on
behalf of Client. Service Provider may make and retain in its files one copy of such records.
Termination of this Agreement shall not affect any Party’s right to payment for Management
Services provided prior to the date of such termination.
5.4 Effect of Termination. Upon termination of this Agreement, all rights and obligations of the
Parties hereunder shall cease, provided, however, that such termination shall not excuse

any Party’s breach of this Agreement prior to termination; provided further, that Article 5
(solely with respect to fees and Third Party costs and expenses incurred or attributable to
periods prior to termination), Article 6, Article 8 and this Article 9 shall, to the fullest extent
permitted by applicable law, survive any termination of this Agreement.
6. Compensation.
6.1 Reimbursement of Expenses. As consideration for the performance of the Services, the
Client shall reimburse Service Provider for the following expenses incurred by Service
Provider (collectively, the “Expenses”): [list expenses]
6.2 Payment. Service Provider will deliver a monthly invoice (the “Invoice”) to the Client as soon
as practicable following the end of each month for the Expenses payable to Service Provider
under Section 5.1 hereof for the month or the period last ended or, in the case of expiration
or termination, all unbilled Expenses. The Client shall pay the Invoice within five days of
receipt of such Invoice; provided, however, that if there is a dispute between the Parties
regarding any Invoice, they shall cooperate amicably to promptly determine the correct
amount of Expenses payable to Service Provider. Interest at the rate of 12% per annum,
compounded monthly, will accrue and will be payable with respect to any amounts due and
not paid by the Client until such amounts, and any interest thereon, have been paid.
6.3 Form of Payment. Each cash payment made pursuant to this Agreement will be paid by wire
transfer of immediately available federal funds to such account as Service Provider may
specify to the Client in writing prior to such payment.
7. Confidentiality.
7.1 From and after the Effective Date, each Party shall hold all Confidential Information of the
other Party, in strict confidence, with at least the same degree of care that applies to such
Party’s confidential and proprietary information and shall not use such Confidential
Information except in connection with its performance or acceptance of services hereunder
and shall not release or disclose such Confidential Information to any other Person, except
its Representatives. Each Party shall be responsible for any breach of this section by any of
its Representatives.
7.2 If a Party receives a subpoena or other demand for disclosure of Confidential Information
received from any other Party or must disclose to a governmental authority any Confidential
Information received from such other Party in order to obtain or maintain any required
governmental approval, the receiving Party shall, to the extent legally permissible, provide
notice to the providing Party before disclosing such Confidential Information. Upon receipt
of such notice, the providing Party shall promptly either seek an appropriate protective
order, waive the receiving Party’s confidentiality obligations hereunder to the extent
necessary to permit the receiving Party to respond to the demand, or otherwise fully satisfy
the subpoena or demand or the requirements of the applicable governmental authority. If
the receiving Party is nonetheless legally compelled to disclose such Confidential
Information or if the providing Party does not promptly respond as contemplated by this
section, the receiving Party may disclose that portion of Confidential Information covered by
the notice or demand.

8. Indemnification. Either party shall be liable hereunder only for its own gross negligence, willful
misconduct or bad faith. The Service Provider agrees to indemnify the Client and save it
harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Service Provider in the execution of this Agreement, except
as a result of the Client’s gross negligence, willful misconduct or bad faith.
9. Limitations and Liability. Each Party shall have a duty to mitigate the Losses for which another is
responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF
DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE
LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT
OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES
HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES
REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
10. Assignment. Neither Party may assign any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other Party.
11. Choice of Law. Except as set forth below, this Agreement shall be construed and interpreted,
and the rights of the Parties shall be governed by, the internal laws of the State of [insert state],
without giving effect to conflicts of laws rules and principles that require the application of the
laws of any other jurisdiction.
12. Entire Agreement; Amendments and Waivers. This Agreement, together with all Schedules
hereto, constitute the entire agreement between the Parties pertaining to the subject matter
hereof and supersede all prior and contemporaneous agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties, and there are no other warranties,
representations or other agreements between the parties in connection with the subject matter
hereof. No amendment, supplement, modification or waiver of this Agreement shall be binding
unless executed in writing by all Parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless expressly agreed to in
writing by the affected Party.
13. References; Headings; Interpretation. All references in this Agreement to Exhibits, Articles,
Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles,
Sections, subsections and other subdivisions of or to this Agreement unless expressly provided
otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other
subdivisions of this Agreement are for convenience only, do not constitute any part of this
Agreement, and shall be disregarded in construing the language hereof. The words “this

Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
words “this Article,” “this Section” and “this subsection” and words of similar import refer only
to the Article, Section or subsection hereof in which such words occur. The word “or” is not
exclusive, and the word “including” (in its various forms) means “including, without limitation.”
Pronouns in masculine, feminine or neuter genders shall be construed to state and include any
other gender, and words, terms and titles (including terms defined herein) in the singular form
shall be construed to include the plural and vice versa, unless the context otherwise requires.
14. Notices. Unless otherwise provided herein, any notice, request, consent, instruction or other
document to be given hereunder by any Party hereto to another Party hereto shall be in writing
and will be deemed given: (a) when received, if delivered personally or by courier; or (b) on the
date receipt is acknowledged, if delivered by certified mail, postage prepaid, return receipt
requested; or (c) one day after transmission, if sent by electronic mail transmission with
confirmation of transmission, as follows:
If to the Service Provider:
[insert name of client]
[Insert address of client]
[Insert email address of client]
Attention: [insert name]

If to the Client:
[insert name of client]
[Insert address of client]
[Insert email address of client]
Attention: [insert name]

15. Counterparts. This Agreement may be executed in one or more counterparts, including by
facsimile and portable document format (.pdf) delivery, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same instrument. The Parties
agree and acknowledge that delivery of a signature by facsimile or in .pdf form shall constitute
execution by such signatory.
16. Invalidity. In the event that any one or more of the provisions contained in this Agreement or in
any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement or any other such instrument, and such invalid, illegal or
unenforceable provision shall be interpreted so as to give the maximum effect of such provision
allowable by law.
17. Additional Documents. Each of the Parties hereto agree to execute any document or documents
that may be requested from time to time by the other Party to implement or complete such

Party’s obligations pursuant to this Agreement and to otherwise cooperate fully with such other
Party in connection with the performance of such Party’s obligations under this Agreement.
18. Successors and Assigns. Except as herein otherwise specifically provided, this Agreement shall
be binding and inure to the benefit of the Parties and their successors and permitted assigns.
19. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and
their successors and assigns permitted under this Agreement, and no provisions of this
Agreement shall be deemed to confer upon any other persons any remedy, claim, liability,
reimbursement, cause of action or other right except as expressly provided herein.
20. No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity
herein shall be construed or resolved against any Party, whether under any rule of construction
or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties and
shall be construed and interpreted according to the ordinary meaning of the words used so as to
fairly accomplish the purposes and intentions of all Parties hereto.
21. Specific Performance. The Parties acknowledge and agree that any Party would be damaged
irreparably in the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or otherwise are breached. Accordingly, the Parties agree
that any Party shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the terms and
provisions hereof as set forth in Section 21.
22. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled exclusively by arbitration in [insert state] in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in effect, and
judgment upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of the day and year first
above written.

EXECUTED on behalf of The Service Provider by:
[insert name]

Signature

………………………………………….

EXECUTED on behalf of The Client by:
[insert name]

Signature

……………………………………….

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