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Exhibit 10.31
CORPORATE CUSTODY AGREEMENT
This agreement is between the UNDERSIGNED as Principal and The Bank of
Tampa, hereinafter called the Agent
1. DELIVERY AND OWNERSHIP OF THE PROPERTY. Principal may deliver
from time to time property acceptable to The Bank of Tampa to be held in
accordance with this agreement. Principal is the owner of all property held
pursuant to this agreement, and The Bank of Tampa is acting as agent of the
Principal for the purposes set forth below.
2. INVESTMENTS. The Bank of Tampa shall invest, sell, reinvest,
and make other disposition of property only upon the instructions of Principal
and shall undertake the collection of any item held as the same matures.
Instructions shall be in writing to The Bank of Tampa and Principal assumes all
risks resulting from action taken by The Bank of Tampa in good faith on such
instructions. The Bank of Tampa shall not be required to comply with any
direction to purchase securities unless there is sufficient cash available, or
with any direction to sell securities unless such securities are held in the
account at the time in deliverable form. Expenses incured in effecting any of
the foregoing transactions shall be charged to the account.
3. INCOME. The Bank of Tampa shall receive the income on the
property held by it and after payment of expenses remit the net income as
Principal may instruct.
4. STATEMENTS. The Bank of Tampa shall furnish periodically to
Principal statements of assets and statements of receipts and disbursements and
shall furnish annual data for the preceding year to assist Principal in
preparing returns for income tax purposes on the property held by Agent.
5. NOMINEE. The Bank of Tampa may register all or any part of the
property in a nominee of The Bank of Tampa, or may retain it unregistered and in
bearer form.
6. PAYMENT OF TAXES. Principal is responsible for the payment of
all taxes assessed on or with respect to any property held by Agent and any
income received and agrees to hold The Bank of Tampa harmless.
7. COMPENSATION. The compensation of The Bank of Tampa shall be
in accordance with its established fee schedules in effect from time to time.
The Bank of Tampa shall be entitled to reimbursement for expenses.
8. WITHDRAWAL OF PROPERTY AND TERMINATION OF AGREEMENT. Principal
may withdraw any and all property held hereunder upon giving The Bank of Tampa
written notice. The final withdrawal of all property held by Agent shall
terminate this agreement. The Bank of Tampa shall have the right to terminate
this agreement at any time upon giving the Principal written notice. The Bank of
Tampa shall deliver the property as soon as practicable upon either a withdrawal
or termination, but prior to delivery may require re-registration of any
property held in nominee form.
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Exhibit 10.31
9. AUTHORITY OF PRINCIPAL. Principal certifies that it has
corporate authority to enter into this agreement. A certified copy of a
resolution authorizing the opening of the account and stating the names of the
corporate officers duly authorized to act on behalf of Principal is attached
hereto. The Bank of Tampa is authorized to follow any and all instructions
received by it from such person or persons until receipt by it of a certified
copy of a new resolution conferring such authority upon another person or
persons.
10. INDEMNIFICATION. The Bank of Tampa is held harmless and
indemnified for all acts on the part of the Principal and only acts upon the
written direction from the Principal in accordance with Rule 17f-2 - Custody of
Investments by Registered Management Investment Company. Such direction, whether
depositing, withdrawing or other order shall be in the form of a specially
designed form, properly completed, executed by the Principal and delivered to
the Agent.
11. LAW GOVERNING. The laws of Florida shall govern the
interpretations of this agreement.
12. GENERAL INFORMATION. The Corporation Tax Identification
Number is: 00-0000000.
This agreement shall bind the respective successors and assigns of the
Principal and Agent. Principal and The Bank of Tampa have executed this
agreement in duplicate on the dates set forth below.
PRINCIPAL
UTEK CORPORATION
ATTEST:
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: CEO
Date: 12/13/2000
AGENT
THE BANK OF TAMPA
ATTEST: By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Officer
Date: 12/13/2000
