MANAGEMENT AGREEMENT.
This Management Agreement is entered into on _________________ Between _______________________ (hereinafter referred to as the “Company”) and ______________, _____________, and ___________________ (hereinafter referred to as the “COO, CEO and Director of Sales respectively”) together herein referred to a “parties”.
WHEREAS the Company desires to engage and retain the services of the COO, CEO, and the Director of Sales to manage its business; and
WHEREAS, the Manager is willing to provide the required Management and Administrative services apart from the technical IT decisions 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 COO, CEO, and the Director of Sales 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 COO, CEO, and the Director of Sales accept the appointment and agree 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.
The initial term of the Agreement shall be two (2) years beginning on the date of signing this Agreement and will automatically renew for an additional one year.
- Services.
The COO, CEO, and the Director of Sales shall provide the following services, among others; –
- Direct the overall direction of the Company.
- Control the financial and operations of the Company.
- Sales Pipeline.
- Entering into partnership agreements.
- Compensation.
In providing the management and administrative services stated above by the COO, CEO, and the Director of Sales, they shall be entitled to equity and 10% commission of the sales.
The parties herein agree that the COO, CEO, and the Director of Sales that some of the equity will accrue during the years.
- Anti-dilution.
The parties agree that the current investors have the right to maintain their ownership percentage in the company by purchasing a proportionate number of new shares at future dates.
- The obligation of the Company.
The Company shall provide to the Manager true and correct information relating to all functions for which the COO, CEO, and Director of Sales are responsible and shall not take any action to interfere with their duties herein.
- Records And Reports.
The COO, CEO, and Director of Sales shall keep 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.
- Confidentiality.
The COO, CEO, and Director of Sales 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 COO, CEO, and Director of Sales shall indemnify the Company for all the losses, costs, and expenses that may arise from such failure.
- Indemnification.
The COO, CEO, and Director of Sales 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 the COO, CEO, and Director of Sales their 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 COO, CEO, and Director of Sales, their 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.
- Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey.
This Agreement shall continue/remain in full force until otherwise terminated by the Company by written notice to the COO, CEO, and Director of Sales they carry 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 referred to arbitration in accordance with the applicable law, and each party shall bear its costs.
- Entire Agreement.
This Agreement constitutes the Agreement between the parties regarding the subject matter and supersedes any prior agreements, negotiations, or promises, whether written or oral.
- Assignment.
The COO, CEO, and Director of Sales shall not assign their duties and obligations under this Agreement to any third party except by consent of the Company.
- 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.
Signature: ________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
The ADVISORS.
Signature: _______________________ _______________________ _________________
Name: __________________________ _______________________ _________________
Date: ___________________________ _______________________ __________________
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