Cost Plus Compensation. (a) Except as otherwise provided in this Agreement, the Company shall compensate the Contractor from time to time in accordance with this Agreement for the performance of the Services in an amount (the "Service Compensation") equal to the sum for the relevant period of all Service Costs (as defined below) plus the Plus Compensation (as defined below) . "Service Costs" shall mean any and all documented costs and expenses reasonably incurred by the Contractor in performing the Services for the SPAR Companies pursuant hereto, including (without limitation) any and all field merchandiser compensation and other costs, employee wages and other costs, travel and other reimbursable field and administrative out of pocket costs and expenses, purchases of equipment and supplies, depreciation and amortization, courier, postage and special mailing charges, rent, utilities, and other overhead; provided, however, that Services Costs shall not in any event include (i) any and all Non-Reimbursable Costs (as defined below) and (ii) any and all Claims or Losses where the Contractor is required to indemnify, reimburse, hold harmless or defend any SPAR Company, any of its Affiliates (as defined below) or any of their respective its Representatives (as defined below) under this Agreement or the Joint Venture Agreement. "Plus Compensation" for the relevant period shall mean an amount equal to two percent (2.00%) of the allowable Service Costs for such period. "SPAR Company" shall any of SGRP and its direct and indirect subsidiaries, including (without limitation) the Company and SPAR NMS. To the extent that Service Compensation applies to both Services and services for others, the Contractor shall allocate such Service Compensation in proportion to the gross revenues respectively received by the Contractor in performing such Services and services.
Cost Plus Compensation. Except as otherwise provided in the second and third sentences of this Section 3, Marketing Force shall compensate SMS for the performance of the Services in an amount equal to (a) all costs and expenses reasonably incurred by SMS in performing the Services pursuant hereto, including (without limitation) any and all independent contractor payments, wages and other employment costs of all personnel, travel and other reimbursable field and administrative out of pocket costs and expenses, purchases of equipment and supplies, depreciation and amortization, courier, postage and special mailing charges, rent, utilities, and other overhead (the "Services Costs"), plus (b) four percent of the sum of the items in clause (a), above (collectively with the Services Costs, the "Services Compensation"); provided, however, that the Services Costs shall include any payroll and employment taxes payable to field employees with respect to Services performed after the date hereof. Marketing Force and SMS acknowledge and agree that it is presently anticipated that the stockholders of SMS will enter into a Limited Indemnification Agreement substantially in the form attached hereto as Exhibit A (the "Indemnity Agreement") in connection with the consummation of the transactions contemplated by the Merger Agreement (as such term is defined in the Indemnity Agreement). Notwithstanding the provisions of this
Cost Plus Compensation. Except as otherwise provided in the second and third sentences of this Section 3, the Company shall compensate SMSI for the performance of the Services for the SPAR Companies in an amount equal to: (a) all costs and expenses reasonably incurred by SMSI in performing the Services for the SPAR Companies pursuant hereto, including (without limitation) any and all independent contractor payments, wages and other employment costs of all personnel, travel and other reimbursable field and administrative out of pocket costs and expenses, purchases of equipment and supplies, depreciation and amortization, courier, postage and special mailing charges, rent, utilities, and other overhead (the "Services Costs"), provided that Service Costs shall not include expenses charged during calendar year 2004 to SMS office and Accounting Department Business Insurance Account #66000, InfoTech Fees Account #61300, IT Allocation Account #61020, or Audix usage, lease and maintenance costs Accounts #62100/ 25-5-50-04 and 62101/ 25-5-50-04; plus (b) four percent of the sum of the Service Costs (collectively with the Services Costs, the "Services Compensation"); provided, however, that the Services Costs shall include any payroll and employment taxes payable to management employees with respect to Services performed.
Cost Plus Compensation. Except as otherwise provided in the second and third sentences of this Section 3, the Company shall compensate SMS for the performance of the Services for the SPAR Companies in an amount equal to (a) all costs and expenses reasonably incurred by SMS in performing the Services for the SPAR Companies pursuant hereto, including (without limitation) any and all independent contractor payments, wages and other employment costs of all personnel, travel and other reimbursable field and administrative out of pocket costs and expenses, purchases of equipment and supplies, depreciation and amortization, courier, postage and special mailing charges, rent, utilities, and other overhead (the "Services Costs"), plus (b) four percent of the sum of the items in clause (a), above (collectively with the Services Costs, the "Services Compensation"); provided, however, that the Services Costs shall include any payroll and employment taxes payable to field employees with respect to Services performed after the date hereof. The Company and SMS acknowledge and agree the stockholders of have entered into a Limited Indemnification Agreement dated as of July 8, 1999 (the "Indemnity Agreement") in connection with the consummation of the transactions contemplated by the Merger Agreement (as such term is defined in the Indemnity Agreement). Notwithstanding the provisions of this Section 3 or any other provision of this Agreement, the Company shall not be required to compensate SMS for or otherwise pay or reimburse (and Services Costs shall not include) any amount with respect to which the stockholders of SMS (i) would have been required to indemnify, defend and hold harmless any Merger Party (as such term is defined in the Indemnity Agreement) pursuant to the Indemnity Agreement were it executed and effective as of the date of this Agreement, or (ii) are required to indemnify, defend and hold harmless any Merger Party pursuant to the Indemnity Agreement after it is executed and becomes effective (collectively, "Indemnified Amounts").
Cost Plus Compensation. The parties agree that Sylvan's compensation under this Agreement shall equal the sum of 1) Sylvan's Permitted Costs (as defined in Section 7.4) plus an amount equal to 10% of such Permitted Costs, and 2) ETS's share of Sylvan's Cost of Capital (as defined in Section 7.5) which shall be payable as hereinafter described.
