MANAGEMENT SERVICES AGREEMENT
Exhibit 10.18
This Management Services Agreement (this
"Agreement"), is made and entered as of December 29, 2020,
by and among Alset International Limited, a limited company formed
in the Republic of Singapore (the "Service
Provider") and LiquidValue
Development Inc., a Nevada corporation (the "Company").
WHEREAS,
the Company desires to retain the Service Provider to provide
certain consulting services upon the terms and conditions
hereinafter set forth, and the Service Provider is willing to
undertake such obligations; and
WHEREAS,
the Company has agreed to compensate the Service Provider for
certain services previously provided.
NOW,
THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Appointment.
The Company hereby engages the Service Provider, and the Service
Provider hereby agrees, upon the terms and subject to the
conditions set forth herein, to provide, or cause any of its
Affiliates to provide, certain services to the Company, as
described in Section 3(a) hereof. For purposes of this Agreement, an
"Affiliate" of any specified person is a person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
person specified.
2. Term.
The term of this Agreement (the "Term") shall be for an initial term expiring on
December 31, 2021; provided,
however,
that this Agreement and the Company's engagement of the Service
Provider hereunder may be terminated at any time following the date
hereof by either the Company or the Service Provider on Thirty (30)
days’ notice.
3. Duties
of the Service Provider.
(a) Services. The Service Provider or any of its
Affiliates shall provide the Company with such services related to
the development of the Black Oak and Xxxxxxxxx Run real estate
projects near Houston, Texas and in Frederick, Maryland,
respectively, as the board of directors of the Company (the
"Board") may reasonably request from time to time,
including but not limited to advice regarding planning for the
construction, maintenance, sale, expansion, reorganization and
finance of such projects, and the development of future real estate
and related projects in the United States (collectively, the
"Services"). The Company shall use the Services of the
Service Provider or any of its Affiliates and the Service Provider
shall make itself or any of its Affiliates available for the
performance of the Services upon reasonable notice. The Service
Provider or any of its Affiliates, as applicable, shall perform the
Services at the times and places reasonably requested by the Board
to meet the needs and requirements of the Company, taking into
account other engagements that the Service Provider and its
Affiliates may have.
(b) Exclusions
from Services. Notwithstanding anything in the foregoing to the
contrary, the following services are specifically excluded from the
definition of "Services":
(i) accounting
services rendered to the Company or the Service Provider by an
independent accounting firm or accountant who is not an employee of
the Service Provider;
(ii) legal
services rendered to the Company or the Service Provider by an
independent law firm or attorney who is not an employee of the
Service Provider; and
(iii) actuarial
services rendered to the Company or the Service Provider by an
independent actuarial firm or actuary who is not an employee of the
Service Provider.
4. Compensation
and Reimbursement for Services. As
consideration payable to the Service Provider or any of its
Affiliates for providing the Services to the Company, the Company
shall pay to the Service Provider (i) a one-time fee in the amount
of Three Hundred and Sixty Thousand U.S. Dollars ($360,000) for
services rendered during the year ended December 31, 2020; and (ii)
a fee in an amount equal to Thirty Thousand U.S. Dollars ($30,000)
per month, or a pro rata portion of such fee for any part of a
month during which services may be provided, to be paid on the last
day of each month starting on January 31, 2021.
5. Disclaimer;
Limitation of Liability.
(a) Disclaimer.
The Service Provider makes no representations or warranties,
express or implied, in respect of the Services to be provided by it
hereunder.
(b) Limitation
of Liability. Neither the Service Provider nor any of its officers,
directors, managers, principals, stockholders, partners, members,
employees, agents, representatives, and Affiliates (each a
"Related
Party" and, collectively, the
"Related
Parties") shall be liable to
the Company or any of its Affiliates for any loss, liability,
damage, or expense arising out of or in connection with the
performance of any Services contemplated by this Agreement, unless
such loss, liability, damage, or expense shall be proven to result
directly from the willful misconduct of such person. In no event
will the Service Provider or any of its Related Parties be liable
to the Company for special, indirect, punitive, or consequential
damages, including, without limitation, loss of profits or lost
business, even if Service Provider has been advised of the
possibility of such damages. Under no circumstances will the
liability of Service Provider and Related Parties exceed, in the
aggregate, the fees actually paid to Service Provider
hereunder.
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6. Indemnification.
The Company shall indemnify and hold harmless the Service Provider
and each of its Related Parties (each, an "Indemnified
Party") from and against any
and all losses, claims, actions, damages, and liabilities, joint or
several, to which such Indemnified Party may become subject under
any applicable statute, law, ordinance, regulation, rule, code,
order, constitution, treaty, common law, judgment, or decree, made
by any third party or otherwise, relating to or arising out of the
Services or other matters referred to in or contemplated by this
Agreement or the engagement of such Indemnified Party pursuant to,
and the performance by such Indemnified Party, of the Services or
other matters referred to or contemplated by this Agreement, and
the Company will reimburse any Indemnified Party for all costs and
expenses (including, without limitation, reasonable attorneys' fees
and expenses) as they are incurred in connection with the
investigation of, preparation for or defense of any pending or
threatening claim, or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto. The
Company will not be liable under the foregoing indemnification
provision to the extent that any loss, claim, damage, liability,
cost, or expense is determined by a court, in a final judgment from
which no further appeal may be taken, to have resulted solely from
the willful misconduct of such Indemnified Party. The reimbursement
and indemnity obligations of the Company, under this Section
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shall be in addition to any liability
which the Company may otherwise have, shall extend upon the same
terms and conditions to any Affiliate of the Service Provider and
any Related Party or controlling persons (if any), as the case may
be, of the Service Provider and any such Affiliate and shall be
binding upon and inure to the benefit of any successors, assigns,
heirs, and personal representatives of the Company, the Service
Provider, any such Affiliate, and any such Related Party or other
person. The provisions of this Section 6 shall survive the termination of this
Agreement.
7. Independent
Contractor. Nothing herein
shall be construed to create a joint venture or partnership between
the parties hereto or an employee/employer relationship. The
Service Provider shall be an independent contractor pursuant to
this Agreement. Neither party hereto shall have any express or
implied right or authority to assume or create any obligations on
behalf of or in the name of the other party or to bind the other
party to any contract, agreement, or undertaking with any third
party. Nothing in this Agreement shall be deemed or construed to
enlarge the fiduciary duties and responsibilities, if any, of the
Service Provider or any of its Related Parties, including without
limitation in any of their respective capacities as stockholder or
directors of the Company.
8. Permissible
Activities. Nothing herein
shall in any way preclude the Service Provider or its Affiliates or
their respective Related Parties from engaging in any business
activities or from performing services for its or their own account
or for the account of others, including, without limitation,
companies which may be in competition with the business conducted
by the Company and any of its Affiliates.
9. Notices.
All notices, requests, consents, claims, demands, waivers, and
other communications hereunder shall be in writing and shall be
deemed to have been given (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile or e-mail of a PDF
document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next business day if
sent after normal business hours of the recipient; or (d) on the
third day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must
be sent to the respective parties at the addresses indicated below
(or at such other address for a party as shall be specified in a
notice given in accordance with this Section 9).
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If to the Company:
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0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
e-mail: Xxxxxx@xxxxxxxxxxxxxxxxxx.xxx
Attention: Rongguo Wei
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If to the Service Provider:
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Alset International Limited
0 Xxxxxxx Xxxxxxxxx #00-00X
Xxxxxx Xxxxx Xxx
Xxxxxxxxx 000000
e-mail: Xxxx@xxxxxxxxxxxxxxxxxx.xxx
Attention: Xxx Xxx Xxxxx Xxxx
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10. Entire
Agreement. This Agreement
constitutes the sole and entire agreement of the parties to this
Agreement with respect to the subject matter contained herein, and
supersedes all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject
matter.
11. Successor
and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
However, neither this Agreement nor any of the rights of the
parties hereunder may otherwise be transferred or assigned by any
party hereto. Any attempted transfer or assignment in violation of
this Section 11 shall
be void.
12. No
Third-Party Beneficiaries. This
Agreement is for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other
person any legal or equitable right, benefit, or remedy of any
nature whatsoever, under or by reason of this
Agreement.
13. Headings.
The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.
14. Amendment
and Modification; Waiver. This
Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each party hereto. No waiver by any
party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the party so waiving.
Except as otherwise set forth in this Agreement, no failure to
exercise, or delay in exercising, any rights, remedy, power, or
privilege arising from this Agreement shall operate or be construed
as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power, or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right,
remedy, power, or privilege.
15. Severability.
If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that
any term or other provision is invalid, illegal, or unenforceable,
the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable
manner.
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16. Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Maryland without giving effect to any choice or conflict of law
provision or rule (whether of the State of Maryland or any other
jurisdiction) that would cause the application of Laws of any
jurisdiction other than those of the State of Maryland. Any legal
suit, action, or proceeding arising out of or based upon this
Agreement or the services contemplated hereby may be instituted in
the federal courts of the United States of America or the courts of
the State of Maryland in each case located in the city of Bethesda
and County of Xxxxxxxxxx, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action, or
proceeding. Service of process, summons, notice, or other document
by mail to such party's address set forth herein shall be effective
service of process for any suit, action, or other proceeding
brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any
suit, action, or any proceeding in such courts and irrevocably
waive and agree not to plead or claim in any such court that any
such suit, action, or proceeding brought in any such court has been
brought in an inconvenient forum.
17. Waiver
of Jury Trial. Each party
irrevocably and unconditionally waives any right it may have to a
trial by jury in respect of any legal action arising out of or
relating to this Agreement or the services contemplated hereby.
Each party to this Agreement certifies and acknowledges that (a) no
representative of any other party has represented, expressly or
otherwise, that such other party would not seek to enforce the
foregoing waiver in the event of a legal action; (b) such party has
considered the implications of this waiver; (c) such party makes
this waiver voluntarily; and (d) such party has been induced to
enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 17.
18. Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which shall together be deemed to
be one and the same agreement. A signed copy of this Agreement
delivered by facsimile, e-mail, or other means of electronic
transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this
Agreement.
19. No
Strict Construction. The
parties to this Agreement have participated jointly in the
negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties,
and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
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By: /s/ Xxxxxx
Xxx
Name: Xxxxxx
Xxx
Title:
Co-Chief Financial
Officer
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ALSET INTERNATIONAL LIMITED
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By: /s/ Xxx Xxx
Xxxxx
Xxxx
Name: Xxx Xxx Xxxxx
Xxxx
Title: Executive Director and
CFO
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