EXHIBIT 10.11
Management Services Agreement
Agreement dated as of November 1, 2003, by and between Cygni Capital LLC, a
California limited liability company ("Company") and Caneum, Inc., a Nevada
corporation registered to do business in California ("Client").
WHEREAS, Client subleases certain space from Company pursuant to that
certain sublease dated November 1, 2003 between the parties hereto, and
Client wishes Company to perform the services described in Schedule A
hereto ("Services"), which shall be performed in accordance therewith and
in accordance with the terms hereof, and
WHEREAS, Company wishes to perform Services subject to the terms and
conditions set forth herein,
NOW, THEREFORE, the parties hereto agree as follows:
1. Basic Obligations of the Parties
1.1 Services. Subject to the terms and conditions provided for
herein,
(a) Company, in consideration of the Contract Price (as defined
in Section 2.1) agrees to perform Services, and
(b) Client agrees to pay for Services as set forth in Section
2.1.
1.2 Employees. All personnel assigned by Company to perform Services
will be employees or consultants of Company. Company will be considered,
for all purposes, an independent contractor, and it will not, directly or
indirectly, act as an agent, servant or employee of Client, or make any
commitments or incur any liabilities on behalf of Client without its prior
written consent.
2. Terms of Payment and Volumes
2.1 Contract Price. In consideration for performance of Services,
Client shall make payment to Company for Services rendered hereunder at the
rate of two thousand dollars ($2000) per month (the "Contract Price"). The
Contract Price includes all amounts to be paid by Client under this
Agreement, other than as specifically set forth herein, and shall be
payable monthly in arrears.
2.2 Volume. Client makes no representations or guarantees as to the
volume of Services that it will require Company to perform under this
Agreement; provided, however, that Company agrees to use its best efforts
to perform such Services as Client reasonably requests.
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3. Term of Agreement
3.1 Term. This Agreement shall be effective from the date hereof and
shall terminate on June 30, 2004, at which time it may be renewed,
extended, or modified by a written agreement signed by both parties hereto;
provided, however, that either party shall have the right to terminate this
Agreement prior to such date, at any time upon not less than thirty (30)
days written notice to the other party specifying the effective date for
termination.
3.2 Survival of Certain Articles. Company agrees that
notwithstanding the termination of this Agreement pursuant to Section 3.1
hereof, Articles 6, 8, and 9 shall survive any such termination and remain
in full force and effect.
4. Risk of Loss; Insurance and Laws
4.1 Risk. Company will provide for all proper safeguards and shall
assume all risks of loss to Company and its employees and consultants
incurred in performing Services hereunder.
4.2 Insurance. Company will provide all necessary insurance coverage
reasonably necessary to perform the Services.
4.3 Laws. Company shall comply with applicable federal, state and
local laws and regulations governing health and safety of its employees
assigned to perform Services.
5. Performance of Services
5.1 Conduct of Personnel. Without limiting the responsibility of
Company for the proper conduct of its personnel in the performance of
Services, the conduct of the personnel performing Services is to be guided
by rules and regulations as set forth from time to time in a Schedule
attached hereto and any additional special written instructions as may be
agreed to by Client and Company.
5.2 Supervision. Company is responsible for the direct management
and supervision of its personnel through its designated representative, and
such representative will, in turn, be available at all reasonable times to
report and confer with the designated agents or representatives of Client
with respect to Services being rendered.
5.3 Qualifications and Removal. Company agrees that Services to be
provided will be performed by qualified, careful and efficient employees in
strict conformity with the best practices and reasonable applicable
standards. Company further agrees that upon request of Client it will
remove from the performance of Services hereunder any of its employees who,
in the reasonable opinion of Client, is guilty of improper conduct or is
not qualified to perform assigned work.
6. Confidential Information
6.1 Restriction. Company agrees not to use or disclose to anyone
other than employees of Client, during the term of this Agreement and
thereafter, any Confidential Information (as
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hereinafter defined). If requested by Client, Company shall require its
employees performing Services hereunder to execute confidentiality
agreements prohibiting use of disclosure of Confidential Information. For
purposes of this Agreement, "Confidential Information" is (a) information
contained in any materials delivered to Company pursuant to this Agreement,
and (b) information which relates to Client's business affairs or that of
any of its customers or affiliates.
6.2 Delivery. Upon termination pursuant to Article 3, Company shall
deliver to Client all Confidential Information and other material in which
Client has exclusive rights.
7. Excuse for Nonperformance
7.1 Delays. Company's obligation to perform Services hereunder shall
be excused without liability when prevented by strike, act of God,
governmental action, accident or any other condition beyond its reasonable
control. Company agrees to resume performance of Services as soon as
practicable following cessation of such condition.
8. Competition and Employees
8.1 Competition and Solicitation. Company agrees that, during the
term of this Agreement and for a period of six (6) months immediately
following the termination of this Agreement, it shall not: (a) solicit
business from customers of Client nor (b) perform services of the sort to
be performed under this Agreement for customers of Client.
8.2 Hiring Employees. Client agrees that, during the term of this
Agreement and for [ninety (90)] days immediately following the termination
of this Agreement, it shall not, directly or indirectly, hire any personnel
employed by Company.
9. Disclaimer of Consequential Damages
Client shall not in any action or proceeding, or otherwise, assert any
claim for consequential damages against Company or account of any loss,
cost, damage or expense which Client may suffer or incur because of any act
or omission of Company or its employees in the performance of Services, and
Client hereby expressly waives all such claims.
10. Security and Records
10.1 Security. Company will maintain strict security (i) with respect
to any facilities granted access to Company by Client and (ii) regarding
any materials or information delivered to Company by Client or developed by
Company in the performance of Services, and Company shall allow no person
other than its employees and those of Client access to such materials,
information or facilities.
10.2 Records. Company will maintain a daily record of Services
rendered hereunder. Company will keep such records throughout the term of
this Agreement, which records shall be available for inspection by Client
at Client's reasonable request. At the termination of this Agreement, all
such records shall be given to Client. Company may retain copies thereof.
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11. General
11.1 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
11.2 Governing Law. This Agreement will be governed in all respects
by the law of the State of California.
11.3 Amendment. This Agreement, including the Schedules hereto, may
be amended only by an instrument in writing executed by the parties or
their permitted assignees.
11.4 Section Headings. Section and Article headings are for reference
purposes only and shall not affect the interpretation or meaning of this
Agreement.
11.5 Notices. All notices pursuant to this Agreement shall be in
writing, except as provided herein. Notices in writing shall be sufficient
if hand delivered or mailed by first class mail, postage prepaid, or sent
by telecommunications to the attention of the person listed below and to
the party intended as the recipient thereof at the address of such party
set forth below, or at such other address or to the attention of such other
person as such party shall have designated for such purpose in a written
notice complying as to delivery with the terms of this Section.
Company: 000 Xxxxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Client: 000 Xxxxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
11.6 No Waiver of Performance. Failure by either party at any time to
require performance by the other party or to claim a breach of any
provision of this Agreement will not be construed as a waiver of any right
accruing under this Agreement, nor affect any subsequent breach, nor affect
the effectiveness of this Agreement or any part hereof, nor prejudice
either party as regards any subsequent action.
11.7 Entire Agreement; Conflicting Provisions. This Agreement
together with the Schedules hereto constitutes the entire agreement between
Client and Company with respect to the subject matter hereof and no
representation or statement not contained in the main body of this
Agreement or such Schedules shall be binding upon Company or Client as a
warranty or otherwise. In the event of any conflict between the terms of
the main body of this Agreement and any of the Schedules hereto, the terms
of the main body of this Agreement shall govern.
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IN WITNESS WHEREOF, the parties hereto have respectively caused this
Agreement to be executed by their duly authorized officers as of the day
and year first written above.
"Company"
Cygni Capital LLC
By: /s/ Xxxx Chess Xxxxx
Xxxx Chess Xxxxx, President
"Client"
Caneum, Inc.
By: /s/ Xxxxxxx Xxxxx Mudan
Xxxxxxx Xxxxx Mudan, President
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SCHEDULE A
"Services"
General Office Services, including but not limited to:
a. Reception;
b. Telephone & Facsimile;
c. Internet connection;
d. Janitorial services;
e. Office furniture;
f. URL hosting;
g. Email server;
h. Bookkeeping;
i. Document production & filing.
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