Exhibit 10.20
SERVICE PROVISION AGREEMENT
BETWEEN THE UNDERSIGNED:
QUIKSILVER, INC., a corporation organized under the laws of the State of
Delaware, United States of America, with corporate head offices at 00000 Xxxxxx
Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxx Xxxxxx of America, represented by
Xx. Xxxxxxx Xxxxxxxx, acting in his capacity as President,
THE PARTY OF THE FIRST PART
AND
SERVICES EXPANSION INTERNATIONAL, a French limited partnership with shares
[societe en commandite par actions] with capital of 9,850,000 euros, having
corporate head offices at Voiron (38500) - lieudit "le Menon," registered with
the Grenoble Trade and Corporate Registry under number ________, represented by
Xx. Xxxxxxx XXXX-XXXXX, acting in his capacity as manager,
hereinafter referred to as "SEI"
THE PARTY OF THE SECOND PART
IN THE PRESENCE OF:
XX. XXXXXXX XXXX-XXXXX, born August 30, 1926 at Brides xxx Xxxxx (73570),
residing at 0, Xxxxxxxxx xx Xxxxxxxx Xxxxxx, 00000 Xxxxxxxx,
XXX. XXXXXXXX XXXX-XXXXX, born December 25, 1927 at Montbonnot (38330), residing
at 0, Xxxxxxxxx xx Xxxxxxxx Xxxxxx, 00000 Xxxxxxxx,
XXX. XXXXXXXXX XXXXX, born January 23, 1964 at Grenoble, residing at 0,
Xxxxxxxxx xx Xxxxxxxx Xxxxxx, 00000 Xxxxxxxx,
XXX. XXXXXX XXXXXXX, born January 23, 1964 at Grenoble, residing at 0, Xxxxxxxxx
xx Xxxxxxxx Xxxxxx, 00000 Xxxxxxxx,
PREAMBLE
The Quiksilver Group specializes in designing and distributing ski clothing and
accessories. Quiksilver, Inc. (hereinafter "Quiksilver") has just acquired
control of Skis Rossignol SA and its subsidiaries (hereinafter referred to as
"Rossignol").
Within the framework of managing and developing the new group's activities and
defining and implementing a growth strategy, Quiksilver seeks to increase its
knowledge of the Rossignol group and the sector of activity in which it
operates, with a view to performing its activities in a safe and ongoing
fashion.
As Chairman and majority shareholder of the Rossignol group for many years, Xx.
XXXX-XXXXX has specific skills and experience in the area of skiing, and
complete knowledge of the economic, athletic, and related environments linked to
the various activities in which the Rossignol group is active.
Xx. XXXX-XXXXX also has complete knowledge of the history, organization, and
activities of the Rossignol group. He is, moreover, the natural representative
of the Rossignol group brands to the outside world and to the entire industry,
of which he is a singular witness from the standpoint of world skiing history
over the past fifty years, having developed this knowledge beginning with a
small company of a dozen individuals.
Given the specific nature of Rossignol's activities and the fact that Quiksilver
seeks knowledge from persons highly specialized in this area, it appeared
necessary, within the framework of a service provision agreement dated April 12,
2005, that it resort to the services of Xx. XXXX-XXXXX and his family as
independent consultants.
Under this agreement, Xx. XXXX-XXXXX may be assisted in his advisory role by
parties who have also contributed with him to developing the ROSSIGNOL group,
specifically his wife, Xxxxxxxx XXXX-XXXXX, and their two daughters, Xxxxxxxxx
XXXXX and Xxxxxx XXXXXXX (hereinafter the "Team"), who have already held seats
on several Administrative Councils of Rossignol group corporations in France and
abroad for many years, and who share his know-how and knowledge of the sports
world, and specifically that of downhill skiing.
It has also been expressly agreed between the parties that Xx. XXXX-XXXXX and
his Team may be replaced, for purposes of executing the agreement, by a
corporation, of which they would hold all the capital and voting rights, and
which would assume all the rights and obligations of Xx. XXXX-XXXXX and his Team
under the agreement of April 12, 2005.
As Xx. XXXX-XXXXX and his Team have organized the corporation SEI, Quiksilver
has resolved to enter into this service provision agreement with SEI to assume
the commitments contained in the agreement of 12 April 2005, the provisions of
which have been cancelled and replaced by the provisions of this agreement.
2
THE PARTIES HAVE ORDERED AND AGREED TO THE FOLLOWING:
ARTICLE 1 - PURPOSE OF THE CONTRACT AND SERVICES
The purpose of this agreement is to set the terms and conditions by which SEI
will provide Quiksilver and the new group advice and services in the area of the
associated group's development strategy, organization, marketing, promotion,
and/or communications.
For the entire duration of this agreement, SEI will provide advice in accordance
with the needs expressed by Quiksilver in the aforementioned area, to fulfill
the Rossignol group's development objectives.
Specifically, at a simple request by Quiksilver, SEI undertakes to provide or
cause to provide the following services:
- be the ambassador for the Rossignol, Dynastar, Xxxxx, and Look brands
in France as well as abroad, if necessary on the occasion of major ski
competitions (world championships, Olympic Games), to the press,
distribution networks, governments, institutions, and more generally
any agency in its relations with the group.
- together with the Group's representatives, assist the group in
communications to the French media, as needed, and relay such messages
as the parties have agreed to in advance.
- advise the Quiksilver group on methods of integrating the Rossignol
teams within the Quiksilver group, as needed, resorting to specialized
professionals known to the Team consisting of Xx. Xxxxxxx XXXX-XXXXX,
and more generally integrating the two groups' cultures.
- advise the Quiksilver group to the extent of its capacities or those
of Xx. XXXX-XXXXX and his Team, on any aspects concerning mountains,
snow, and related sports and athletics, from a marketing, sales, or
promotional standpoint.
SEI will also be responsible for specific assignments involving advice and
representation in relation to:
- the Turin Winter Olympic Games in 2006,
- the Rossignol brand centennial in 2007,
- the Val d'Isere World Championships in 2009.
The conditions for SEI's actual participation in preparing these events will be
decided by mutual agreement between the parties.
3
For illustrative purposes, these services might represent the equivalent of 100
days of assignment per year by Xx. XXXX-XXXXX and his Team, evaluated over the
total duration of the application of this agreement.
ARTICLE 2 - SEI'S OBLIGATIONS
2.1 LEGAL AND REGULATORY OBLIGATIONS
SEI undertakes to fulfill all its social, tax, and legal obligations. It will
have as initial employees Xx. XXXX-XXXXX and the members of his Team, whose
capacity he undertakes to justify to Quiksilver upon simple request by
Quiksilver, by producing employment contracts and a complete set of payroll
sheets for Xx. XXXX-XXXXX and the members of his Team.
2.2 OBLIGATIONS IN EXECUTING THE SERVICES
SEI undertakes to contribute all its knowledge and skills needed to provide the
services for the entire duration of the agreement.
ARTICLE 3 - ORGANIZATION OF THE WORK
SEI will offer its advice with complete freedom and independence. It assumes
full responsibility both for executing its services and for organizing its work.
Specifically, Xx. XXXX-XXXXX and his Team will remain free in terms of travel
and schedules, with no control being applied to the organization of their time
or travel.
All consultants or employees collaborating with Xx. XXXX-XXXXX and specifically
the members of his Team are considered employees of SEI and will not under any
circumstances be considered as employees, agents, or subcontractors of
Quiksilver.
Within the framework of the services they are to provide, Xx. XXXX-XXXXX and his
Team may perform their work at the offices of SEI or, by agreement with
Quiksilver, at the group's current site as described in the attached plan.
Henceforth, it is agreed that Quiksilver will provide to SEI a full-time
assistant (whose name appears in Appendix 1), as well as the services of a car
with driver (whose name appears in Appendix 1) for purposes of their assignments
for Quiksilver, all as defined in the conditions set forth in Appendix 1.
SEI undertakes to provide the advisory services under this agreement by offering
or taking all reasonable measures to protect Rossignol's interests, in
accordance with what Rossignol is reasonably entitled to expect in view of the
history of Xx. XXXX-XXXXX and the members of his Team within the Rossignol
group.
4
SEI may not take any position on behalf of Quiksilver or Rossignol, unless it
has first received Quiksilver's consent and the position has been discussed in
advance and approved by Quiksilver.
SEI undertakes to report to the representative appointed by Quiksilver on the
progress of the advisory services that have been specifically requested and
accepted.
ARTICLE 4 - FEES - EXPENSES
As payment for the services provided under this agreement, SEI will receive
fees, the lump-sum amount of which is set at 85,000 euros net of taxes per month
for the first three years of this agreement, and 35,000 euros net of taxes per
month for the following two years.
The fees include administrative expenses intended to cover operating expenses
such as communications, information technology, office (computers, secretary,
photocopies, faxes, etc.).
SEI will separately invoice Quiksilver for lodging and travel expenses it might
incur in performing its assignments.
These expenses will be settled monthly, upon presentation of invoices.
Quiksilver, however, will only reimburse costs and expenses:
- reasonably and actually incurred in providing the services
- based on actual expenses,
- duly justified, as applicable.
The lump-sum fees agreed to above will be invoiced monthly. They will be covered
by invoices sent to Quiksilver Inc.
All payments will be made upon receipt of invoice, which must be accompanied by
any corresponding expense documentation.
Payment will be denominated in euros, and made by bank transfer.
SEI will assume responsibility for compensating Xx. XXXX-XXXXX and the Team
members, including any charges and taxes as may apply, which is included in the
amount specified above.
ARTICLE 5 - CONFIDENTIALITY
SEI undertakes to treat as strictly confidential, and it undertakes to ensure
that Xx. XXXX-XXXXX and his Team treat as strictly confidential, for the entire
duration and after the end of this agreement, any information that it or they
might learn during execution of the services rendered by SEI under this
agreement.
5
Under this agreement, the following information is considered confidential:
(i) any information, of any kind, form, or format whatsoever, oral or written,
that is not in the public domain, specifically including e-mails, faxes,
drawings, listings, software, digital copies of documents, terms and conditions,
data, graphics, audio recordings and/or reproductions of images, or digital
information, of which SEI may learn when executing the advisory services and
involving either Quiksilver or one of its subsidiaries, or more generally their
organization or strategic, financial, legal, commercial, or other policy,
including, but not limited to, the negotiation of commercial or partnership
agreements;
(ii) any service, advice, or document given or transmitted by SEI within the
framework of this agreement;
(iii) the existence, content, nature, progress, and evolution of the group's
plans;
(iv) the terms of this agreement.
This confidentiality agreement will not apply to parties to confidential
information that (i) is in the public domain or falls therein subsequently,
other than through a violation of this agreement by SEI, (ii) which SEI
possessed on a non-confidential basis, or (iii) which, after the date of this
agreement, was legitimately received from a third party, without restriction as
to disclosure, with such third party not being, to SEI's knowledge, bound by any
confidentiality obligation to Quiksilver with regard to such information.
SEI undertakes to not use the confidential information for purposes other than
for executing the advisory services, without Quiksilver's prior written consent.
Upon expiration of this agreement and at Quiksilver's request, the confidential
information and all copies thereof must be immediately returned within thirty
(30) days after Quiksilver's request.
ARTICLE 6 - PROTECTION AND RETURN OF DOCUMENTS
SEI undertakes to safeguard all documents provided to it within the framework of
this agreement and to not disclose their contents to any third parties.
ARTICLE 7 - OWNERSHIP AND COPYRIGHT
SEI expressly undertakes to not use for its own purposes, nor to sell, the
products created within the framework of this agreement, such as reports, data,
information, and other documents.
6
ARTICLE 8 - CONSULTANT LIABILITY AND INSURANCE
In executing this agreement, SEI must demonstrate all professional diligence and
attention.
SEI assumes responsibility for any harmful consequences as may result from
actions, omissions, defects, errors, failures, and negligence it might commit
under this agreement. The coverage of all risks relating thereto will be its
responsibility.
Consequently, insurance policies must be underwritten, through third parties, at
its expense, that are sufficient, solvent, and necessary as to cover its civil
and professional liability. Such insurance must remain in force for the entire
duration of this agreement.
Copies or other satisfactory evidence of this insurance must be provided to
Quiksilver upon simple request.
Subject to current laws, Quiksilver is authorized to use any information or
document produced by SEI during execution of this agreement, in any way it deems
appropriate.
SEI consequently expressly authorizes Quiksilver to use, cause to use, alter,
modify, or reproduce this information, in accordance with the law and internal
practice. In case of external use or disclosure, Quiksilver must delete any
mention of the name or advice of Xx. XXXX-XXXXX and his Team or SEI, or obtain
their express prior consent.
ARTICLE 9 - DURATION / EXTENSION
This agreement will take force on November 1, 2005 for a period of 5 years (five
years), expiring October 31, 2010. Any extension beyond that term must
necessarily be subject to a written agreement between the parties.
ARTICLE 10 - CANCELLATION
If either party demonstrates a repeated and significant breach of its
contractual obligations, the other party may cancel this agreement, effective
thirty (30) days after formal notification by the non-defaulting party by
registered letter with return receipt, if such failure is not remedied during
that period.
ARTICLE 11 - ASSIGNMENT
Notwithstanding the case mentioned in the preamble, neither party may assign,
transfer, or in any way whatsoever dispose of its rights and obligations under
this agreement, without the other party's prior agreement.
7
ARTICLE 12 - SUNDRY PROVISIONS
French law will apply for any litigation arising from this agreement.
The provisions of this agreement express the entire agreement entered into
between the parties concerning the services it covers. They cancel any prior
proposal and/or agreement, both written or verbal, relating to the contractual
relations between the parties. They may only be changed by means of a written
addendum.
Xx. Xxxxxxx XXXX-XXXXX and the members of his Team jointly and severally
guarantee compliance by SEI with all the obligations incumbent upon them under
this agreement.
In case of litigation arising from the application of this agreement, and absent
an amicable solution, the parties assign jurisdiction to the Paris Commercial
Tribunal.
Issued in Lyon on _____________ 2005,
in five (5) copies.
-------------------------------------
FOR QUIKSILVER, INC.
by Xx. Xxxxxxx Xxxxxxxx
-------------------------------------
FOR SEI
XX. XXXXXXX XXXX-XXXXX
-------------------------------------
XX. XXXXXXX XXXX-XXXXX
-------------------------------------
XXX. XXXXXXXX XXXX-XXXXX
-------------------------------------
XXX. XXXXXXXXX XXXXX
-------------------------------------
XXX. XXXXXX XXXXXXX
8
