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EXHIBIT 10.3
CORPORATE SERVICES AGREEMENT
THIS AGREEMENT is entered into this 1st day of April, 1998, between
The WMA Corporation, a Delaware corporation ("Company"), and World Marketing
Alliance, Inc., a Georgia corporation ("WMA").
GENERAL PURPOSE OF AGREEMENT
WHEREAS, the Company is presently a subtenant of WMA in its corporate
headquarters at 00000 Xxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxx 00000 and is in need
of certain corporate services.
WHEREAS, WMA is desirous of providing these corporate services to the
Company;
WHEREAS, the purpose of this Agreement is to set forth the terms and
conditions under which WMA shall provide such services to the Company.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
hereinafter contained, the parties agree as follows:
1. WMA's Obligations
During the term of this Agreement, WMA hereby agrees to furnish to the
Company at its subleased location those corporate services required by the
Company and its employees from time to time during normal business hours
including, but not limited to, all electricity, heating, air-conditioning,
telephone and answering service, security service, duplicating equipment,
postage, dues and subscriptions, computer supplies, travel expense, office
supplies, use of the common areas of WMA's facility in Duluth, Georgia and such
other corporate services as the Company may reasonably request.
2. Company's Obligations
The Company shall pay WMA a monthly fee in the amount of $2,250 on the
first day of each calendar month for the furnishing of services to be rendered
to the Company during the first twelve month term of this Agreement.
On the first anniversary of this Agreement and each anniversary thereafter
until termination, WMA and the Company shall mutually agree on an appropriate
monthly fee for the succeeding year. If the parties are unable to mutually
agree upon an appropriate monthly fee as required, this Agreement may be
terminated, in accordance with the provisions of Section 11 hereof.
In addition to the above monthly fee, the Company shall pay WMA a monthly
payroll allocation based upon the amount of time during which WMA employees
provided services to the Company in a given month together with such additional
amounts as the parties may mutually agree.
The WMA Corporation/World Marketing
Alliance, Inc. Corporate Services Agreement Page 1
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3. WMA Not Agent or Legal Representative of the Company
This Agreement does not constitute WMA as the agent or legal
representative of the Company for any purpose whatsoever. WMA is not granted
any express or implied right or authority to assume or to create any obligation
on behalf of or in the name of the Company or to bind the Company in any manner
whatsoever.
4. WMA's Limited Liability
WMA will not be liable to the Company, or to anyone who may claim any
right due to a relationship with the Company for any acts or omissions in the
furnishing of services under this Agreement or on part of the employees or
agents of WMA unless the acts or omissions are due to willful misconduct. The
Company will indemnify and hold WMA free and harmless from any obligations,
costs, claims, judgments, and attorneys fees arising from, growing out of, or
in any way connected with the furnishing of services rendered to the Company
under this Agreement, unless WMA is judged by a court of competent jurisdiction
to be guilty of willful misconduct. In no event shall WMA be responsible for
consequential damages suffered by the Company.
5. Notices
Any notice required to be given by either party to the other in connection
with this Agreement shall be made in writing and shall be sent by prepaid
registered mail. Notices pertaining to matters other than termination or
modification of this Agreement may instead by transmitted by means of cable or
telex. Any such notice to the Company shall be directed as appropriate and
addressed as follows:
The WMA Corporation
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. XxXxxxxx
Any such notice to WMA shall be directed to and addressed as follows:
World Marketing Alliance, Inc.
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: S. Xxxxxx Xxxxxxxx, Jr.
6. No Implied Waivers
Failure of either party at any time to require performance by the other
party of any provision hereof shall in no way affect the full right to require
such performance at any time thereafter. Waiver
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Alliance, Inc. Corporate Services Agreement Page 2
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by either party of a breach of any obligation hereunder shall not constitute a
waiver of any succeeding breach of the same obligation itself. Failure of either
party to exercise any of its rights provided under this Agreement shall not
constitute a waiver of such right.
7. Assignment
Neither this Agreement nor any rights or obligations hereunder shall be
assigned or otherwise transferred by the Company or WMA, either voluntarily or
involuntarily, without the prior written consent of the other.
8. Amendment or Modification
Any amendment or modification of this Agreement will be effective only if
it is in a writing signed by the party to be charged.
9. Applicable Law
This Agreement shall be governed by and construed according to the laws of
the State of Georgia.
10. Contract Construction
Invalidity of any provision of this Agreement shall not affect any other
provision and, in the event of a judicial finding of such invalidity, this
Agreement shall remain in full force in all other respects.
11. Termination of Agreement
a. Expiration
Unless terminated pursuant to Subsection (b) of this Section, this
Agreement shall continue in force for one (1) year period beginning on the
effective date shown herein and shall be automatically renewed for successive
one year periods.
b. Termination
(1) Either party may terminate this Agreement for any reason or no
reason whatsoever upon sixty (60) days prior written notice
delivered to the other party.
(2) Either party may terminate this Agreement upon sixty (60) days
prior written notice to the other party, if the parties are
unable to mutually agree on an appropriate monthly fee as
provided in Section 2 of this Agreement.
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Alliance, Inc. Corporate Services Agreement Page 3
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(3) Upon the insolvency of either party, the voluntary filing by or,
if not dismissed within sixty (60) days, the filing against
either party of a petition in bankruptcy or a petition for
reorganization; any assignment by either party for the benefit
of creditors; the appointment of a receiver or a trustee for
either party; or the placement of either party's assets in the
hands of a trustee or receiver, the unaffected party may
terminate this Agreement upon written notice to the affected
party effective as of the date of the occurrence of any of
the aforesaid events.
c. Effect of Expiration or Termination
Expiration or termination of this Agreement shall not release either party
from any obligation to pay any sum that is due or that may become due to the
other party prior to expiration or termination.
12. Binding Effect
This Agreement shall bind and inure to the benefit of the parties, their
respective successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate by their duly authorized representatives on the date first written
above.
THE WMA CORPORATION WORLD MARKETING ALLIANCE, INC.
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ X. Xxxx Xxxxxxxxxx
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Title: Vice President & CFO Title: Executive Vice President
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The WMA Corporation/World Marketing
Alliance, Inc. Corporate Services Agreement Page 4
