SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement"), effective as of May 23,
1997, is entered into by and between AXIOM INC., a Delaware corporation
(the "Company"), and SECURICOR 3NET, INC., a Delaware corporation ("Securicor
3Net").
RECITALS
WHEREAS, prior to the effective date of this Agreement, the Company
and Securicor 3Net were wholly-owned subsidiaries of Securicor plc (together
with its subsidiaries "Securicor");
WHEREAS, the Company is contemplating a public offering of its
Common Stock (the "Offering") and upon the completion of the Offering the
Company will no longer be a wholly-owned subsidiary of Securicor; and
WHEREAS, the Company leases a certain office building known as 000
Xxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (collectively with any new
headquarters offices, the "Premises"); and
WHEREAS, prior to the effective date of this Agreement, certain of
Securicor 3Net's employees and independent contractors ("3Net Personnel") have
used office facilities on the Premises and the Company has provided certain
administrative services (the "Services") to such personnel and to Securicor
3Net, including primarily accounting and financial, general management, human
resources, reception and secretarial assistance services, in consideration of
which Securicor 3Net has paid the Company varying amounts per month by means of
inter-company transfers through a payment system operated by Securicor (the
"Securicor Payment System"); and
WHEREAS, Securicor 3Net desires that 3Net Personnel be able to
continue to use the Premises and continue to benefit from the Services and the
Company desires to make available the Premises and the Services to Securicor
3Net and 3Net Personnel on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
terms and conditions stated below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Securicor 3Net and
the Company, intending to be legally bound, agree as follows:
SECTION 1: USE AND OCCUPANCY OF THE PREMISES
During the term of this Agreement, the Company shall permit 3Net
Personnel to use and occupy a portion of the Premises for general office
purposes in a manner consistent with
the past practices of the parties. The Company shall operate and manage the
Premises, and shall have authority to establish reasonable operating procedures
concerning the use and occupancy of the Premises. 3Net Personnel shall conform
their use and occupancy of the Premises to such reasonable operating procedures
as the Company shall establish.
SECTION 2: ADMINISTRATIVE SERVICES TO BE PERFORMED BY THE COMPANY
The Company agrees to perform such Services as Securicor 3Net may
from time to time request in a manner consistent with the past practices of the
parties.
SECTION 3: FEES
(a) Use of Premises. In consideration of the use by 3Net
Personnel of the Premises, Securicor 3Net shall pay, in accordance with
subsection (c) below, the Company a fee of $800 per month for each 3Net
Personnel assigned to the Premises on the fifteenth (15th) day of each calendar
month. The fee shall include all allocable facilities costs including rent,
utilities, building services and telecommunications and Securicor 3Net shall not
be obligated to pay any additional amounts to the Company as reimbursement for
such costs.
(b) Administrative Services. In consideration of the Company
providing the Services specified in Section 2 above, Securicor 3Net shall pay
the Company a fee of $5,000 per month in accordance with subsection (c) below.
(c) Payment. All fees payable hereunder shall be chargeable in
arrears on the last day of each calendar month during the Term of this
Agreement. Payment shall be made by means of the Securicor Payment System. Any
amounts due to the Company that have not been credited to the Company through
the Securicor Payment System prior to thirty (30) days after the date on which
payment originally was due shall accrue interest at the standard rate in effect
with respect to inter-company borrowing through the Securicor Payment System.
(d) 3Net's Direct Expenditures. All expenditures specifically
authorized by 3Net Personnel shall be treated by the Company as expenses of
Securicor 3Net and shall be applied directly to the books of Securicor 3Net.
SECTION 4: EXTRAORDINARY SERVICES.
In the event the Company is required to perform any services not
specifically contemplated in Section 2 of this Agreement or undertake an
extraordinary project in carrying out those services, Securicor 3Net and the
Company shall, in good faith, negotiate an additional fee which shall be paid to
the Company by Securicor 3Net, and in the event the parties are unable to agree
upon the amount of such extra fee, the Company shall not be obligated to perform
such additional services.
SECTION 5: THE COMPANY'S PERFORMANCE STANDARD.
The Company shall perform the administrative services set forth in
Section 2 with all due care, in a commercially reasonable manner, and in a
manner consistent with its own administrative practices and standards or the
standards.
SECTION 6: COMPLIANCE WITH LAW.
Each party represents, warrants and covenants to the other party
that all of its practices and acts in connection with this Agreement are and at
all times will be in compliance with all applicable federal, state and local
laws, statutes, rules and regulations.
SECTION 7: LIABILITY.
(a) Indemnification. Securicor 3Net agrees to indemnify and
hold the Company harmless from all claims and liabilities (including reasonable
attorney's fees) incurred or assessed against it in connection with its use of
the Premises and the Company's performance of Services, except such as may arise
from the Company's own negligent action, negligent failure to act, willful
misconduct or willful violation of applicable law.
(b) No Personal Liability. No liability shall attain in favor
of one party to this Agreement against any officer, director or employee of the
other party. The party attaining such liability agrees to look solely to the
assets of the other party for satisfaction.
SECTION 8: TERM.
The initial term of this Agreement shall begin on the effective date
of this Agreement and expire on September 30, 1997 and shall be automatically
renewed for additional one-year periods unless written notice of termination is
given by either party to the other at least 15 days prior to the end of the
initial period or any subsequent renewal period, subject to the right of either
party to terminate this Agreement at any time upon 90 days' prior written notice
to the other.
SECTION 9: INDEPENDENT CONTRACTOR STATUS OF THE COMPANY.
The relationship of the Company to Securicor 3Net is that of
independent contractor. Nothing herein shall be construed as constituting a
partnership, joint venture or agency between the Company and the Securicor 3Net.
SECTION 10: CONFIDENTIALITY.
It is understood between the parties hereto that during the term of
this Agreement, each of the parties may be dealing with confidential information
and processes which are the other party's property, used in the course of its
respective business. Each of the parties agrees that it will not intentionally
disclose any such confidential information to anyone, directly or indirectly,
without the prior consent of the other party.
SECTION 11: MISCELLANEOUS.
(a) No Assignment. This Agreement may not be assigned by
either party without the prior written consent of the other party, which,
because of the nature of the parties' respective obligations hereunder, may be
declined by such party for any reason or no reason.
(b) Notices. Any notice or other communication required or
permitted to be given under this Agreement must be in writing and will be deemed
effective when delivered in person or sent by facsimile, cable, telegram or
telex, or by overnight courier or registered or certified mail, postage prepaid,
return receipt requested, to the following addresses:
If to Securicor 3Net:
c/o Securicor Communications Ltd.
Xxxxxx Park House
00 Xxxxxxxxxx Xxxx
Xxxxxx Xxxxxx XX0 0XX
XXXXXX XXXXXXX
Attention: Xxxxx Xxxxxxx
Telephone: 000-00-0-000-000-0000
Telecopier: 011-44-1-817-770-1145
If to the Company:
Axiom Inc.
000 Xxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 000000-0000
XXX
Attention: Xxxxxx X. Xxxxxxx
Telephone: 0-000-000-0000
Telecopier: 0-000-000-0000
(c) Amendment. This Agreement may be amended, and the
observance of any term hereof may be waived (either prospectively or
retroactively and either generally or in a particular instance) only by a
written document signed by authorized representatives of the parties hereto.
(d) Choice of Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New Jersey. Any and all
legal actions brought by one party against the other shall be brought in the
state or federal courts of the State of New Jersey.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any and all prior oral or
written understandings and agreements between the parties regarding the subject
matter addressed in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered, effective as of the date specified at the
beginning hereof.
AXIOM INC.
By:___________________________________
Xxxxxx X. Xxxxxxx, President
SECURICOR 3NET, INC.
By:___________________________________
Name:
Title:
