MANAGEMENT AGREEMENT.
This Management Agreement is entered into on _________________ Between BWT Maldives (hereinafter referred to as the “Company”) and BWT Denmark (hereinafter referred to as the “Management Company”) together herein referred to a “parties”.
WHEREAS, the Company desires to engage and retain the services of the Management Company to manage its business; and
WHEREAS, the Management Company is willing to provide the required Management and Administrative services and Products for consideration under this Agreement;
THEREFORE, the parties willingly agree to be legally bound by the terms and provisions of this Agreement as set hereof:
- Appointment.
The Company appoints the Management Company to manage subject to the terms of this Agreement, engage others to manage all of the Company’s undertaking, affairs, and assets, and provide all necessary or advisable administrative services and facilities as herein set forth.
The Management Company accepts the appointment and agrees to act in such capacity and provide or cause to be provided such management and administrative services and facilities upon the terms outlined in this Agreement.
- Term.
This Agreement shall be in force and binding upon the parties from the effective date _______ for a duration of ten (10) years unless otherwise terminated in accordance with clause.
The parties herein may renew and/or extend the terms of this Agreement upon mutual agreement which should be initiated one (1) month before the scheduled expiry period.
- Services.
The Management Company shall provide the following services; –
- Administer, supervise and control all of the finances of the Company, including the payrolls, taxes, accounting, bookkeeping, record-keeping, managing or accounts payable, and accounts receivable, banking, financial records, and reporting functions as they pertain to the Business of the Company.
- Select and employ all personnel necessary for the services to be rendered to the Company.
- Supervise and control the purchase of all the materials and supplies, and acquire, dispose of, and repair the equipments and facilities necessary to provide safe and adequate service to the Business of the Company.
- Manage all costs and prices on a customer-by-customer basis, enter into new contracts, and control all costs for contracts in progress.
- Commence, defend and control all legal actions, mediations, investigations, and proceedings that arise due to events occurring in connection with the Company’s business during the term of this Agreement.
- Maintain the Company’s assets in good repair, order, and condition, normal and reasonable wear and tear excepted.
- Pay all fees necessary to maintain the Company in good standing with its agents and the country of its incorporation, as well as any fees required for licenses or permits required to carry on business as it is currently being conducted.
- Compensation.
In consideration of providing the management and administrative services stated above by the Management Company, the Management Company shall be entitled to all the monies earned through sales, advertisement, etc.
- The obligation of the Company.
The Company shall provide to the Management Company a true and correct information relating to all functions for which the Management Company is responsible and shall not take any action to interfere with the Management Company’s performance of its duties herein.
- Records and Reports.
The Management Company shall keep at all times up to date and proper books of account and records relating to the services provided herein.
The books of account and all records shall be accessible for inspection by the Company at any regular business working hours and in accordance with the laws and regulations of the governing authority.
- Confidentiality.
The Management Company shall treat all and not be limited to information or data from the Company with any third parties without the prior written consent of the Company failure of which the Management Company shall indemnify the Company for all the losses, costs, and expenses that may arise from such failure.
- Indemnification.
The Management Company shall indemnify and hold harmless the Company and its affiliates, officers, directors, employees, and agents against all losses, claims, damages, causes of action, obligations, liabilities, suits, proceedings (collectively referred to as “Losses”) arising out of or due to the operation of the Business by Management Company, its affiliates, agents, or employees after Closing under the provisions of the Management Agreement. The obligations herein shall survive for one (1) year following the Termination Date.
The Company shall indemnify and hold harmless the Management Company and its affiliates, officers, directors, employees, and agents, against all Losses arising out of or due to the operation of the business by the Company, its affiliates, agents, servants, or employees before the commencement of the term of this Management Agreement. The obligations herein shall survive for one (1) year following the Termination Date.
- Authority.
The parties herein acknowledge and warrant that they have the authority and capability to enter into this Agreement and be bound by the terms, conditions, and provisions herein.
- Relationship.
The Company and the Management Company shall not be identified as partners or having a joint venture, and nothing shall be construed to place them as such.
- Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the Republic of Maldives, and the parties herein agree to the jurisdiction of the courts in the Republic of Maldives.
- Termination.
This Agreement shall continue/remain in full force until otherwise terminated by the Company by written notice to the Management Company if the Management Company carries out any action against the applicable laws.
- Dispute/Conflict Resolution.
In case of any dispute or conflict that may arise in connection with the performance of the obligations under this Agreement and the terms herein, the same shall be referred to Mediation, where the parties herein will participate in good faith to resolve the matter.
If the Mediation fails, the dispute/conflict shall be prosecuted by a Court of competent jurisdiction.
- Entire Agreement.
This Agreement constitutes the entire Agreement between the parties regarding the subject matter and supersedes any prior agreements, negotiations, or promises, whether written or oral.
- Assignment.
The Management Company shall not assign its duties and obligations under this Agreement to any third party except by consent of the Company. The Management Company may assign its rights and obligations herein to any of its licensed affiliates or successors performing similar services.
- Severability.
Suppose any provision of this Agreement is deemed invalid and unenforceable. In that case, the same shall be severed from the entire Agreement, and the remaining provisions shall continue to be enforced as they were not affected.
- Waiver.
The failure of any party herein from exercising any remedy due to a default thereof shall not operate as a waiver of the said right. It shall not preclude the party from any future or subsequent remedy.
- Amendment.
The terms and provisions of this Agreement may only be modified or changed by a signed written instrument between the parties herein without the involvement of any affiliates or successors.
- Successors.
This Agreement shall ensure the benefit of and shall be binding upon the parties herein and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have signed this Management Agreement on the date herein; –
THE COMPANY: BWT MALDIVES
Representative: _______________________________________
Signature: ____________________________________________
Date: _______________________________________________
Email Address: ________________________________________
THE MANAGEMENT COMPANY: BWT DENMARK
Representative: _______________________________________
Signature: ____________________________________________
Date: ________________________________________________
Email Address: ________________________________________
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