MANAGEMENT SERVICES AGREEMENT
Exhibit 10.4 Management
Agreement -Xxxxxxx Xxxxxxx
MANAGEMENT SERVICES
AGREEMENT
THE UNDERSIGNED:
Royal
Invest International Corporation (RIIC) a publicly traded corporation trading on
the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the United
States of America in the State of Delaware with its registered office located at
000 Xxxx Xxxx Xxxx, 0xx. floor, Westport, Xxxxxxxxxxx 00000, XXX, legally
represented by its CEO Xx. Xxxxx Xxxxxxxxx, hereinafter also referred to as
“RIIC”
and
Mr.
L.J.C.M. Xxxxxxx residing in Schilde Belgium, and/or a management company under
his control, hereinafter also referred to as "Management";
WHEREAS:
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The
shareholders of Royal Invest Europe B.V. and Royal Invest Development
& Services B.V. here after referred to as the “B.V.’s have
requested and appointed Management in a General Meeting of Shareholders,
dated October 22, 2008, as Managing Director of the B.V’s and has
requested Management to render certain services referred to in Article 3
of this Agreement, which services Management is willing to
render;
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the
parties hereto wish to establish their mutual obligations and
responsabilities;
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HEREWITH
UNDERTAKE AND AGREE THE FOLLOWING:
Article 1 - Appointment;
domiciliation
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1.
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Management
is hereby appointed as Managing Director of B.V.’S for an indefinite
period. The acting of Management with effect from October 22, 2008, with a
minimum term of one year, is hereby ratified and confirmed; any
activities performed by Management as Managing Director from the effective
date of its appointment are hereby approved and, to the extent necessary,
ratified and confirmed.
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2.
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From
the effective date of Management's appointment as Managing Director the
registered office of B.V.’S shall be at Management's registered
office.
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1
Article 2 -
Termination
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1.
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The
shareholders of B.V.’S may dismiss Management at any time, with or without
cause, by giving one month's written notice by registered mail to
Management at its registered office as mentioned
above.
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2.
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Management
may resign with immediate effect at any time, with or without cause, by
giving written notice by registered mail addressed to B.V.'s legal
address.
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3.
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If,
for whatever reason, Management should cease to be the Managing Director
of B.V.’S, B.V.’S will cease to have its registered office at Management's
address, and Management will cease to have any further responsibilities
towards B.V.’S unless expressly agreed and understood otherwise. In such
event, Management is authorised to notify the Trade Register of the
Chamber of Commerce, the tax authorities and all other authorities and
parties having business with B.V.’S
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4.
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Neither
the dismissal nor the resignation of Management can ever per se serve as
grounds for a claim for damages on the part of
B.V.’S.
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5.
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The
covenants and agreements under both Article 4 and 5 of this Agreement will
not be affected by the dismissal or resignation of Management, and will
survive the termination of this
Agreement.
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Article 3 -
Management/services
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1.
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Within
its professional standards Management will act as Managing Director of
B.V.’S and will manage and control the conduct of the business of B.V.’S
in accordance with the resolutions passed by and the instructions of the
shareholders of B.V.’S and the articles of association of B.V.’S and the
laws of The Netherlands.
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2.
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Management
will maintain the due order and good standing of B.V.’S and undertakes to
perform such duties as may reasonably be expected of a person holding such
office.
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3.
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The
duties of Management towards B.V.’S will not prevent Management from
acting as managing director of other
companies.
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4.
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The
rendering of services shall be conditional upon the complete and accurate
provision by B.V.’S and/or the shareholders of B.V.’S of the requisite
information.
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5.
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B.V.’S
and/or the shareholders of B.V.’S shall provide Management, upon request,
with all information it may
require.
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6.
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If
and to the extent that B.V.’S and/or the shareholders of B.V.’S fails to
provide Management with any information requested, Management shall be
discharged from its obligation to perform the services to which the
request for information relates.
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Article 4 -
Confidentiality
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1.
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Management
will hold in strict confidence all information received from B.V.’S and/or
the shareholders of B.V.’S or in connection with B.V.’S and/or the
shareholders of B.V.’S unless such information can be obtained by the
general public through inspection of public registers and when disclosure
of such information is required by
law.
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2.
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Management
undertakes not to use the information obtained for any purpose other than
for or in connection with the management of
B.V.’S
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3.
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On
termination of this agreement, Management undertakes to return all such
information it has from B.V.’S and/or the shareholders of B.V.’S in any
form as well as not to use such information after the aforesaid
termination.
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Article 5 - Limited
activities of B.V.’S
B.V.’S
declares that it does not intend to employ staff or to undertake trading
activities. Notwithstanding the foregoing B.V.’S will undertake all measures to
comply with all legal requirements applicable to B.V.’S
Article 6
- Supply of information
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1.
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In
order to ensure that Management will be able to fulfil all requirements of
law or under the articles of association, B.V.’S and/or the shareholders
of B.V.’S will provide Management with all necessary information, records,
and documentation.
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2.
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If
the information, records and documentation has to be provided by another
company of the "B.V.’S Group", the obligation to provide the
information, data and documentation will be assumed by that
company.
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Article 7 -
Fees
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1.
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In
consideration for performance by Management in accordance with the terms
of this Agreement, B.V.’S and the shareholders of B.V.’S agree jointly and
severally to pay the following fees and
charges:
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a
fixed fee of € 15.000,- monthly starting October 22,
2008.
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2.
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Fees
shall be adjusted every year on the basis of the increase (if any) of the
cost of living index in The
Netherlands.
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3.
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The
domiciliary fee will be billed annually in advance by Management. The
other fees and charges will be billed either monthly or
quarterly.
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4.
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Management
is hereby authorised to pay the said fees and charges out of B.V.'s bank
account when 14 days have lapsed after having sent a copy of the invoices,
unless advised otherwise within this
term.
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3
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5.
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All
fees and charges, whether billed by Management, shall be paid without
set-off or counterclaim, and free and clear of and without deductions,
within one month of the day on which they are billed. Legal interest will
accrue on all overdue amounts from the day following the last day on which
the fees and charges should have been
paid.
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6.
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In
addition to the payment of legal interest, the shareholders of B.V.’S and
B.V.’S hereby agree jointly and severally to pay any and all costs
incurred in the collection of overdue amounts owed pursuant to this
Agreement, including reasonable legal
fees.
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Article 8 -
Indemnity
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1.
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The
shareholders of B.V.’S and B.V.’S, jointly and severally, hereby covenant
and agree, without any right to set-off or counterclaim, to indemnify and
hold harmless Management and any of its directors, officers or employees,
from and against any liability, personal or otherwise, arising from or by
reason of Management's taking or failure to take any action in connection
with or pursuant to this Agreement and the activities contemplated
hereunder.
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2.
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The
shareholders of B.V.’S, jointly and severally, further covenant and agree
to indemnify and hold harmless, and its partners, associates or employees,
from and against any liability, personal or otherwise, arising from
or by reason of Management's taking or failure to take any action in
connection with or pursuant to this Agreement and the activities
contemplated hereunder.
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3.
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Neither
Management, nor its directors, officers or employees, will be liable to
the shareholders of B.V.’S personally or otherwise, in relation to
Management's taking or failure to take any action in connection with or
pursuant to this Agreement and the activities contemplated hereunder,
except in the case of gross negligence and/or wilful misconduct of
Management.
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Article 9 - Contemplated
sale or disposal of shares
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1.
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The
shareholders of B.V.’S undertake to give Management as much advance notice
as possible of any contemplated sale or transfer of any beneficial
interest in B.V.’S
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2.
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Should
the shareholders of B.V.’S undertake any sale, transfer, pledge or
usufruct as set forth in paragraph 1 of this Article, the shareholders of
B.V.’S shall provide Management as much in advance as possible with the
identity, address and credentials of the purchaser, transferee, pledgee or
usufructuary, and ensure that such person or entity grants Management
an undertaking fully equivalent to that set forth in this Agreement.
In the event that Management finds such person's or entity's credentials
or undertaking unsatisfactory, Management will be at liberty to resign in
the manner set forth in Article 2.
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Article 10 -
Amendments
The
provisions of this Agreement may be amended only by an instrument in writing,
signed by the parties hereto.
Article 11 - Applicable law
and forum
This
Agreement shall be interpreted in accordance with and be governed by the laws of
The Netherlands. Any dispute hereunder will be submitted to the District Court
of Utrecht, The Netherlands, acting in the first instance, unless Management as
petitioner chooses to submit the dispute to any other court having jurisdiction
over the parties.
IN
WITNESS WHEREOF, this Agreement has been concluded by the parties hereto as of
October 22, 2008 and has been signed in duplicate in Amsterdam, the Netherlands
on November 7, 2008
/s/ Xxxxx
Xxxxxxxxx /s/ L.S.C.M.
Xxxxxxx
Xxxxx
Xxxxxxxxx L.J.C.M.
Xxxxxxx
CEO
RIIC
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