Exhibit 10.2
MANAGEMENT AGREEMENT
THIS AGREEMENT made effective April 29, 2009
BETWEEN:
XXXXX SOUND INC., a company duly incorporated pursuant to the
laws of Nevada with an office located at British Columbia with an
office located at 0 Xxxxxx Xx. Xxxx, Xxxxx X000, Xxxxxxxx,
Xxxxxxx X0X 0X0
(the "Company")
OF THE FIRST PART
AND:
XXX XXXXX, of 0 Xxxxxx Xx. Xxxx, Xxxxx X000, Xxxxxxxx, Xxxxxxx X0X
0X0
(the "Manager")
OF THE SECOND PART
W H E R E A S:
A. The Company is engaged in the business of guitar effects pedal
manufacturing and requires the services of a manager to fulfill the day to day
responsibilities imposed on the Company; and
B. The Manager has agreed to act as manager of the Company and to
provide his services as to the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in
consideration of the premises, the mutual covenants and agreements herein
contained the parties hereto hereby agree as follows:
1. The Company hereby agrees to retain the services the Manager for a
period of one year commencing on the date of this agreement and continuing
thereafter from month to month unless and until terminated as hereinafter
provided.
2. The Manager shall serve the Company, and any subsidiaries from time
to time owned by the Company, in such capacity or capacities and shall perform
such duties and exercise such powers as may from time to time be determined by
resolution of the Board of Directors of Company.
3. Notwithstanding the control vested in the Board of Directors with
respect to the activities of the Manager, the Manager shall have from the date
of commencement of this Agreement, the authority and responsibility to deal with
the following subject matters:
(a) overseeing the Company's general operations, including component
purchasing, guitar effects pedal manufacturing, sales and marketing;
(b) arranging for and securing financings for the Company as may be
permitted by regulatory bodies;
(c) arranging for timely disclosure of all material facts in the affairs
of the Company;
(d) arranging for the collection of all receivables and revenue to be
obtained by the Company;
(e) negotiating for and concluding all Company contracts;
(f) establishing and maintaining suitable banking relations;
(g) ensuring the maintenance of proper accounting records;
(h) arranging for payment of all payables of the Company;
(i) perusing and replying to all corporate inquiries and correspondence;
(j) securing and obtaining for the benefit of the Company competent tax
advice, legal advice and services and accounting services; and
(k) all such other duties as may be imposed upon the Manager from time
to time due to the nature of the Company's business.
4. The remuneration of the Manager for the services hereunder shall be
at the rate USD$2,300.00 per month. All payments pursuant to this Agreement
shall be payable by the last business day of each calendar month, the first such
instalment to be payable on the 29th day of April 2009.
5. The Manager shall be reimbursed for all travelling and out-of-pocket
expenses actually and properly incurred by it in connection with its duties
hereunder. In respect of expenses, the Manager shall provide statements and
vouchers to the Company as and when required by the Company.
6. Any notice required or permitted to be given hereunder to the
Manager or to the Company shall be delivered or sent by facsimile, addressed to
the Manager or the Company at their
respective offices from time to time in existence.
7. Following the initial one year term of this Agreement, either party
may terminate the Agreement, with or without cause, on ninety (90) days written
notice to the other party.
8. The provisions of this Agreement shall be governed by and
interpreted in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have hereunto caused these
presents to be executed, as of the day and year first above written.
XXXXX SOUND INC.
per: /s/ Xxx Xxxxx /s/ Xxx Xxxxx
_____________________________ ____________________________
Authorized Signatory XXX XXXXX
