MANAGEMENT FEE AGREEMENT
EFFECTIVE
AS January,
2006
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XL
Generation AG,a
company duly created and organized under the legislation of Switzerland,
duly represented by Xx Xxxxx Xxxxxxx who declares being authorized
to sign
the present document.
Hereinafter
referred to as the
“XLG”)
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AND:
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Polyprod
inc., a
company duly created under the Laws of Canada,
duly
represented by Xx. Xxxxxxxx Xxxxxxxxx who declares being authorized
to
sign the present document;
(Hereinafter
referred to as the
“Polyprod”)
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RECITALS
A. XLG
has
appointed Polyprod to manufacture turf and non turf sport surfaces including
landscape and playground.
B. XLG
maintains a bureau of “liaison” in Montreal mainly for customer after sale
support, support to agent and distributor and for marketing and to oversee
Polyprod’s manufacturing process.
C. XLG
staff
in Montreal, has no power of any kind to close sales with client.
D. Some
sales of XLG may be closed with Canadian Customer and GST and PST should be
collected by the Vendor but XLG does not have Registration Number for GST and
PST.
E Polyprod
is willing, in consideration of a fee, to act as the representative of XLG
in
Canada for some technical or clerical issue regarding its activity in Canada
which does not attract business income but which is important for XLG.
AGREEMENT
.2
NOW,
THEREFORE, in consideration of the foregoing, the agreements contained herein,
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
| 1. |
POLYPROD
AS THE REPRESENTATIVE OF XLG IN POLYPROD
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| 1.1. |
XLG
hereby appoints Polyprod, which accept, as the representative of XLG
for
the following financial issues:
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| 1.1.1. |
To
use Polyprod’s registration number with the Tax Authorities in respect of
Payroll taxes, GST and PST. Polyprod shall be the representative of
XLG in
Canada for the purpose of the said
legislations.
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| 1.1.2. |
To
employ, under the name of Polyprod, all the staff required by XLG to
be
hired in Canada.
|
| 1.1.3. |
To
pay the salary of XLG’s staff appointed to Polyprod and including all the
payroll taxes and other similar taxes payable by Canadian employees
in
normal circumstance.
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| 1.1.4. |
To
reimburse expenses, from time to time, to the employees of XLG upon
authorization of XLG.
|
| 1.1.5. |
To
pay other fees, including consulting fees, required by XLG to third
parties.
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| 1.1.6. |
To
pay administrative fee charged by Polyprod for the use of the premises
of
Polyprod by XLG and other charges related to the
premises.
|
| 1.1.7. |
To
maintain a separate bank account related to issues addressed in this
document.
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| 1.1.8. |
Generally
to act as the representative of XLG regarding Polyprod and regarding
transfer of money that can be transferred on behalf of XLG to Polyprod
by
third parties.
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| 2. |
POLYPROD
AS VENDOR OF XLG’S PRODUCT IN
CANADA
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| 2.1. |
For
all the sales in the Canadian territory, Polyprod shall be the Vendor
in
order to avoid any GST and PST problems with the Tax Authorities. Polyprod
shall act as the representatives of XLG.
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| 2.2. |
The
profit derived form the Canadian sales will be the ownership of
XLG.
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| 2.3. |
However,
section 2.2 shall apply as long as Polyprod will remain an independent
legal entity. If, after negotiation, Polyprod becomes the subsidiary
of
XLG, the profit from the Canadian sales shall remain the ownership
of
Polyprod.
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.3
| 2.4. |
As
long as Polyprod is not a subsidiary of XLG, XLG hereby reserves its
right
to appoint another a third party to make to sales for the Canadian
territory to keep those sales for itself.
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| 3. |
MONEY
CONSIDERATION
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| 3.1. |
In
consideration for the services to be rendered by Polyprod to XLG, XLG
is
entitled to a fee to be determined between the parties but that shall
represent the fair market value of such services if those services
would
be rendered by a third party.
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| 3.2. |
However,
in the determination of the fees payable under section 3.1, Polyprod
shall
considered the fact that XLG may grant Polyprod with the right of doing
sales in Canada, and keeps the profits to compensate in whole or in
part
the services to be rendered in Article 1.
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| 4. |
TERM
|
The
term
of this Agreement shall be for an indefinite time but may be terminated at
any
time by a written notice sent to the other party at least 2 months of the
termination date.
| 5. |
NOTICES
|
Any
offer, acceptance, rejection, notice, consent, request. authorization,
permission, direction or other instrument required or permitted to be given
hereunder shall be in writing and given by delivery or sent by fax or similar
telecommunications device and addressed:
| 5. |
If
addressed to XL Generation Polyprod inc.:
000
Xxxxxxxx
Xxxxxxxx,
Polyprod
Attention:
Xxxxxx Xxxxxxx
If
addressed to XL Generation AG:
Xxxxxxxxxxx
00
Xxx,
Xxxxxxxxxxx
Attention:
Xxxxxx Xxxxxx
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.4
or
such
other address or telephone number as the party to whom such notice or other
communication is to be given shall have specified in writing to the other party
pursuant to this Section. Any notice or communication given under this Section
shall be deemed to have been given as of the date it was SO
placed
in
the hands of any express courier service, or faxed, or as of the date of
delivery in person.
| 6. |
CORPORATE
AUTHORITY
|
The
warrant parties represent that they have taken all necessary corporate actions
to authorize the execution, delivery and performance of this Agreement and
the
transactions contemplated thereby, and that the respective representative
executing this Agreement on their behalf is duly authorized to act in such
capacity. Licensor further warrants and represents that the execution, delivery
and performance of this Agreement and the transactions contemplated thereby
have
been duly authorized and approved by Licensor’s Board of Directors and by
Licensor’ s shareholders.
| 7. |
LEGAL
REPRESENTATION; UNDERSTANDING 0F
AGREEMENT
|
In
entering into this Agreement, the parties represent that they have relied upon
the legal advice of their own respective attorneys, who are the attorneys of
their own choice. The parties further represent that the terms of this Agreement
have been completely read and explained to them by their respective attorney
and
that such terms are fully understood and voluntarily accepted by said
parties.
| 8. |
BINDING
AGREEMENT
|
This
Agreement shall be binding upon. and inure to the benefit of, the undersigned
parties and their respective officers, directors, shareholders, employees,
agents. attorneys, independent contractors, successors and assigns.
| 9. |
ENTIRE
AGREEMENT; AMENDMENT
|
This
Agreement and the attached exhibit contain the entire agreement of the parties
with respect to the subject matter of this Agreement and supersede all prior
agreements or understandings, written or oral, between the parties with respect
thereto. Any waiver of any term or condition of this Agreement, or any
amendment, modification or supplementation of this Agreement shall be effective
only if it is in writing and signed by all of the parties.
.5
| 10. |
SEVERABILITY
|
If
a
court of competent jurisdiction finds that any part of this Agreement is
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and
the
remaining provisions of this Agreement shall not, at the election of the party
for whose benefit the provision exists, be in any way impaired.
| 11. |
HEADINGS
|
The
headings used in this Agreement are for convenience of reference only and shall
not be used in construing the provisions of the Agreement.
| 12. |
GOVERNING
LAW
|
This
Agreement shall be governed by and interpreted in accordance with the laws
in
force in Switzerland except that no doctrine of choice of law shall be used
to
apply the laws of any other state or jurisdiction.
| 13. |
COUNTERPARTS
|
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall be deemed one and the same
instrument.
EXECUTED
in FOUR
(2)
original copies and on the respective dates appearing under the parties’
signatures below and effective as of the date upon which all of the parties
have
signed this Agreement.
| XLGENERATION AG | POLYPROD INC. |
| /s/ Xxxxx Xxxxxxx | /s/ Xxxxxxxx Xxxxxxxxx |
| Xxxxx Xxxxxxx | Xxxxxxxx Xxxxxxxxx |
