SERVICE AGREEMENT
Between
:
FINSIRTON
S.p.A.,
whose
registered office is in Villa Guardia (Como), Piazza XX Settembre 2, Tax Code
and VAT nr. 02827580131, (hereinafter referred to as "FINSIRTON")
represented by xx. Xxxxx Xxxx Xxxxx, Sole Director
-
on one
side-
AND
GENTIUM
S.P.A.,
whose
registered office is in Villa Guardia (Como), Piazza XX Settembre 2, Tax Code
and VAT nr. 00815920137 (hereinafter referred to as "GENTIUM”),
represented by dr. Xxxxxxxxx Xxxxxxxxx, Director of Administration
-
on the
other side -
WHEREAS
A)
|
GENTIUM
wishes
to use FINSIRTON’s organisation and expertise in performing the activities
illustrated herein, and FINSIRTON is willing to perform said activities
for GENTIUM .
|
B) |
FINSIRTON
and GENTIUM intend to formalise the provision by FINISIRTON of the
various
services described herein to
GENTIUM.
|
C) |
Hereinafter
GENTIUM will be referred to as the “Principal”
and FINSIRTON as the “Agent”
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NOW,
THEREFORE, THE PARTIES AGREE THE FOLLOWING:
1)
|
FINSIRTON
undertakes to perform the activities listed and illustrated below
for
GENTIUM:
|
·
|
Personnel
administration
-
The Principal assigns the Agent with the administration of its personnel,
providing all of the information required so that the Agent may comply
with the provisions of legislation in force, particularly as regards
tax
and social security aspects.
|
2)
|
The
fee to be paid to FINSIRTON for the activity provided under this
contract
will be calculated as follows:
|
ü Personnel
services: based
on
the number of staff at the cost of € 950.0 per year + VAT for each member of
staff. A monthly invoice of € 4,300 + VAT with an adjustment at year
end;
ü
|
General
administrative costs:
refer to secretarial activities performed on behalf of Gentium entailing
updating the company’s books, registering administrative documents and
managing the vehicle fleet, calculated on a lump-sum basis of € 48,000/per
year + VAT established on the basis of the costs incurred and charged
in
accordance with the percentage incidence of GENTIUM’s turnover within the
Finsirton Group. Monthly invoice of € 4,000 +
VAT.
|
ü
|
Invoices
will be paid by direct bank transfer, 60 days from the end of the
month in
which the invoice is dated.
|
3)
|
The
Contract will be effective as of January 2, 2006 and will expire
December
31, 2006, and will be considered tacitly renewed from year to year
unless
one of the parties gives notice to the other, the latter must be
notified
one month in advance.
|
The
Parties acknowledge with immediate effect the possibility to negotiate
variations of the fee established in art. 2 on the basis of the actual amount
of
services rendered.
4)
|
All
correspondence regarding this Contract must be made in writing and
sent by
hand, by fax, telegram or registered mail with return receipt to
the
registered office of each Party.
|
5)
|
Any
dispute regarding this Contract will be settled by a Board of Arbitration;
each of the Parties will nominate its own arbitrator, who in turn
will
choose the third member of the Board of Arbitration, who will act
as
Chairman of said Board.
|
6)
|
This
Contract cancels and replaces all previous service agreements between
the
Parties and may not be amended or changed in any way with the exception
of
that expressly provided for herein or with the written agreement
of the
Parties signed by their authorised
representatives.
|
Read,
confirmed and signed
Villa
Guardia, 2
January
2006
/s/ Xxxxx Xxxx Xxxxx | /s/ Xxxxxxxxx Xxxxxxxxx | ||
FINSIRTON S.p.A. |
GENTIUM S.p.A. |
||
Sole
Director
(xx. Xxxxx Xxxx Xxxxx)
|
Director
of
Administration
(dr. Xxxxxxxxx Xxxxxxxxx)
|