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EXHIBIT 10.36
REGISTERED AGENT AGREEMENT
THIS REGISTERED AGENT AGREEMENT is made as of the 21st day of October,
1999, by and among HOLLAND & KNIGHT LLP, a partnership engaged in the practice
of law, INTRASTATE REGISTERED AGENT CORPORATION ("Intrastate"), a Florida
corporation and xxxxxxxx.xxx Corporation, a Florida Corporation ("Principal").
In consideration of the mutual covenants set forth below, the parties
hereto agree as follows:
1. Appointment. Principal hereby appoints Intrastate as Principal's
Registered Agent in the State of Florida and Intrastate hereby accepts such
appointment, subject to the terms and conditions set forth below.
2. Duties of Registered Agent. Intrastate's duties hereunder as
Registered Agent shall be limited to those required by Florida law, including
that upon the receipt of service of process, Intrastate shall forward the served
document or documents to Principal at the address provided in paragraph 6.
PURSUANT TO FLORIDA STATUTE CHAPTER 607.0505, UPON SUBPOENA FROM THE DEPARTMENT
OF LEGAL AFFAIRS (STATE OF FLORIDA), INTRASTATE MAY BE REQUESTED TO DISCLOSE
INFORMATION RELATING TO IDENTITY AND ADDRESS OF PAST AND PRESENT ACTUAL AND
BENEFICIAL SHAREHOLDERS, OFFICERS, AND DIRECTORS OF PRINCIPAL AS WELL AS THE
IDENTITY AND ADDRESS OF THOSE PERSONS PROVIDING INFORMATION TO INTRASTATE.
Under no circumstances shall Intrastate have a duty to defend or arrange for
the defense of Principal as to any lawsuit or other legal proceeding. PRINCIPAL
MUST MAKE ITS OWN ARRANGEMENTS FOR LEGAL REPRESENTATION.
3. Compensation. As compensation for providing the services of a
registered agent for the Principal as described below, Principal shall pay to
Holland & Knight LLP (as billing agent for Intrastate) $200.00 per calendar
year or any portion of a calendar year. In addition to the annual fee,
Principal agrees to reimburse Holland & Knight LLP and Intrastate for its
out-of-pocket costs (such as, but not limited to, postage, telephone,
photocopy, filing fees and taxes, telex and courier charges) incurred in the
performance of its duties hereunder. The annual fee may be adjusted upon notice
to Principal.
4. Resignation. Intrastate may resign effective thirty (30) days after
written notice to Principal at any time and for any reason. Principal may
terminate this agreement effective immediately at any time and for any reason
upon written notice to Intrastate and to Holland & Knight LLP.
5. Indemnification. Principal agrees to indemnify Holland & Knight LLP
and Intrastate and hold them harmless from any and all claims, liabilities,
actions,
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suits or proceedings at law or equity, or any other expenses, fees or charges of
any character or nature, that either of them may incur or with which either may
be threatened by reason of Intrastate's acting as Registered Agent hereunder,
and in connection therewith, to indemnify Holland & Knight LLP and Intrastate
against any and all expenses, including attorneys' fees and the cost of
defending any action, suit or proceeding or resisting any claim.
6. Notices. Notices of delivery of process or any other communication
hereunder shall be sent by first class mail, certified mail, facsimile (followed
by the original) or any other method judged by Intrastate to be appropriate
under the circumstances to the below, or in the case of notification sent to
Principal, to any other address of Principal contained in the files of
Intrastate or Holland & Knight LLP and are considered made upon the earlier of
personal delivery or mailing. Change of below addresses shall be made by
certified mail, return receipt requested, or by other means by which a written
record of receipt is provided.
If to Principal: If to Intrastate:
c/o Xx. Xxxxxx Xxxxxx c/o Holland & Knight LLP
Corporate Secretary 000 Xxxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx Xxxxx 0000
Xxxxx #000 Xxxxx, Xxxxxxx 00000
Vancouver BC Canada Telephone: (000) 000-0000
Telephone: 000-000-0000 Fax: (000) 000-0000
Fax: 000-000-0000
7. General.
a. This Agreement may not be modified or amended except by a
writing executed by the parties hereto. ?The conduct of the parties without
such written amendment shall in no event constitute a modification hereof.
b. This Agreement shall be interpreted, construed and enforced
under the laws of the State of Florida.
HOLLAND & KNIGHT LLP XXXXXXXX.XXX CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx Name: /s/ Xxxxxx Xxxxxx
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Xxxxxxx Xxxxxxxx Title: Corporate Secretary
Miami Office ----------------------------
INTRASTATE REGISTERED AGENT CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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