DATED: 12 August 2005
SERVICE AGREEMENT
between
SIMCLAR GROUP LIMITED
and
SIMCLAR, INC.
SERVICE AGREEMENT
between
SIMCLAR GROUP LIMITED, incorporated under the Companies
Acts (Registered Number SC219243) and having its
Registered Office at 0 Xxxxx Xxxxx, Xxxxxxxxx
(hereinafter referred to as "Simclar")
OF THE FIRST PART
and
SIMCLAR INC., a Florida Corporation (hereinafter
referred to as "Inc")
OF THE SECOND PART
---------
ONE Inc hereby retains Simclar to provide certain management
services (including but not limited to financial,
administrative, business development and operational matters)
with respect to the business of Inc and its subsidiaries.
Simclar shall have no responsibility to advance or make any
funds available for the operations of Inc nor shall Simclar or
any of its employees sign any cheques, agreements, contracts
or similar documents or instruments by, for or on behalf of
Inc nor shall Simclar have any supervisory or managerial
responsibilities or obligations on behalf of Inc with respect
to any of the operations of Inc all of which shall be the sole
responsibility of Inc except to the extent that such Simclar
personnel are also officers and/or Directors of Inc and
authorised by Inc to sign cheques for Inc or are otherwise
employed by Inc in a managerial capacity but any act by such
employee, officer or Director of Inc shall not be that of
Simclar nor shall any liability for any act or omission of
such person be deemed directed by or attributable to Simclar.
TWO The period of this Agreement shall be two years from 17th July
2005 ("the Effective Date") but declaring that either party
may give not less than 60 days' written notice to the other of
its intention to terminate the Agreement provided always that
the party wishing to terminate is not in default of any of its
obligations under this Agreement.
THREE In respect of the basic services to be performed by Simclar as
provided herein Inc agrees to and shall pay to Simclar FOUR
HUNDRED AND EIGHTY THOUSAND DOLLARS ($480,000) per annum
payable in equal monthly instalments of FORTY THOUSAND DOLLARS
U.S. ($40,000) with the first payment due on 1st September
2005 (being a proportionate payment from the Effective Date)
and thereafter each subsequent instalment shall be due and
payable on the first day of each month. In respect of services
on special projects being undertaken by Inc, including without
limit those relating to acquisitions and disposals, finance
raising, and other one-off projects outwith Inc's normal day
to day business, to be provided by Simclar, Inc agrees to pay
to Simclar such fees as are agreed between the parties for
such items of work as and when they arise.
FOUR Responsibility of Inc and its operations remain solely with
Inc and not with Simclar or its employees. The services to be
performed by Simclar are not to be construed in any manner as
binding Simclar or its employees to any liability or
responsibility whatsoever relating to Inc and its activities
and operations.
FIVE During the period of this Agreement officers or employees of
Simclar who may co-operate or otherwise participate with Inc
employees or personnel in providing the service contemplated
herein shall be and shall remain an employee of Simclar and no
employee of Inc who may participate with employees or
personnel of Simclar in providing the said service shall be
deemed to be an employee of or otherwise affiliated with
Simclar. Nothing herein shall be construed as establishing a
joint venture or partnership between Simclar and Inc.
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SIX Should any Simclar personnel be reasonably required to travel
to perform any of the services contemplated herein which
travel shall be undertaken at the option of Simclar, Inc will
reimburse Simclar for any out of pocket expenses properly and
reasonably incurred in connection with such services and
travel.
SEVEN This Agreement may be assigned by either party with the
written consent of the other which consent will not be
unreasonably withheld or delayed provided always that either
party may assign it obligations hereunder to any holding or
subsidiary company without requiring to obtain the consent of
the other.
EIGHT This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and
assignees. Nothing in this Agreement whether expressed or
implied is intended to confer any rights or remedies under or
by reason of this Agreement on any other persons other than
the parties hereto and their respective successors and
assignees nor is anything in this Agreement intended to
relieve or discharge the obligations or liabilities of any
third person to any party to this Agreement nor shall any
provision herein give any third party any other rights against
any party to this Agreement.
NINE In the event of any dispute arising between the parties hereto
as to the meaning or effect of any of the terms and conditions
contained herein or as to the rights of the parties hereunder,
such dispute shall be referred to a single arbiter mutually
chosen or failing agreement appointed by the Sheriff of
Lothian and Borders at Edinburgh and the cost of any such
arbitration shall be in the award of the arbiter whose
decision on any matter referred to him shall be final and
binding.
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TEN This Agreement shall be governed and construed in all respects
in accordance with the law of Scotland and each of the parties
hereto hereby irrevocably submit themselves to the
jurisdiction of the Scottish Courts: IN WITNESS WHEREOF these
presents consisting of this and the three preceding pages are
executed as follows:-
On behalf of Simclar Group Limited:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxx
-------------------------------- --------------------------------
XX Xxxxxxx Witness
/s/ J. Xxx Xxxxx /s/ Xxxxxx Xxxxx
-------------------------------- --------------------------------
XX Xxxxx Witness
On behalf of Simclar, Inc:
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
-------------------------------- --------------------------------
XX Xxxxxx Witness
/s/ Xxxxxx X. Xxx /s/ Xxxxx Xxxxxxx
-------------------------------- --------------------------------
ST Ker Witness
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