EXHIBIT 10.10
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as
of the Effective Date, by and among CASTLE HILL ADVISORY GROUP ("CHA"), QUEST
MANUFACTURING, INC. ("Quest") and SILICON FILM TECHNOLOGIES, INC. ("SFT"). CHA,
Quest and SFT are sometimes referred to singularly as a "Party" or collectively
as the "Parties."
RECITALS
WHEREAS, CHA and Quest has provided and will continue to provide
management services to SFT;
WHEREAS, SFT will compensate CHA and Quest according to the terms and
conditions set forth in this Agreement.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual obligations and promises
and additional consideration set forth herein, the Parties agree as follows:
1. SERVICES. During the Term of the Agreement, CHA and Quest shall
provide jointly management services to SFT for the operations of SFT, including,
but not limited to, day-to-day operations, sales, strategic development,
finance, development of intellectual property rights and human resources
(collectively, the "Services"). The division of responsibility shall be as
agreed to by and between CHA and Quest.
2. MANAGEMENT FEE. During the Term of this Agreement, SFT shall pay a
monthly management fee to CHA and Quest each in the amount of TWENTY THOUSAND
DOLLARS and 00/100 ($20,000.00) [the "Management Fee"]. The Management Fee shall
be paid on or about the last day of each month during the Term. Upon termination
of this Agreement, SFT shall remit the final Management Fee to each of CHA and
Quest within ten (10) days from the effective date of termination.
3. EXPENSES. During the Term of this Agreement, SFT shall pay all
reasonable expenses incurred by either CHA or Quest in the course of their
performance of the Services. This reimbursement obligation shall include, but
not be limited to, an automobile allowance and reimbursement in the amount up to
$1,000 per month for each of CHA and Quest. SFT agrees to provide family health
insurance coverage for CHA representative Xxxxxxxxx XxXxxx and Quest
representative Xxxx Xxxxxxx under SFT's company health plan.
4. TERM. The term of this Agreement shall commence on October 1st, 2003
and last until any Party delivers notice of termination in writing to the other
remaining Parties of its intention to terminate the Agreement (the "Term").
Termination shall be effective on the 1st day of the month following delivery of
such notice.
5. INDEPENDENT CONTRACT. The Parties agree that CHA and Quest are
independent contractors, and not employees of SFT, with respect to the Services
to be performed pursuant to this Agreement, and except to the extent otherwise
specifically provided in this Agreement, SFT shall have no right to direct or
control the manner in which either management Party performs the Services.
6. NO JOINT VENTURE. The Parties each agree and acknowledge that this
Agreement does not constitute a joint venture, partnership or fiduciary
relationship.
7. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement will be governed by the internal
law of the State of Illinois, without regard to choice of law rules. Exclusive
venue for any dispute arising out of this Agreement, or the Parties' performance
under this Agreement, shall lie in the Circuit Court of DuPage County, Illinois,
and each Party acknowledges that this is a reasonable choice of forum.
(b) AMENDMENTS AND WAIVER. The provisions of this Agreement may be
amended or waived only with the prior written consent of an authorized
representative of each Party.
(c) COMPLETE AGREEMENT. This Agreement embodies the complete
agreement and understanding among the Parties and supersedes and preempts any
prior understandings, agreements or representations by or among the Parties,
written or oral, which may have related to the subject matter hereof in any way.
(d) COUNTERPARTS. This Agreement may be executed in several
counterparts, all of which taken together shall constitute one single agreement
between the Parties.
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(e) SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by the Parties and their respective
representatives, contractors, successors and assigns.
(f) FURTHER ASSURANCES. The Parties agree to cooperate fully and to
execute any and all supplementary documents and to take all additional actions
that may be necessary or appropriate to give full force and effect to the terms
and intent of this Agreement.
(g) ATTORNEYS' FEES. In any action or dispute arising out of this
Agreement, the prevailing Party shall be entitled to recover from the other
Party its reasonable attorneys' fees, costs and expert witness fees, in addition
to any other rights and remedies available to it at law or in equity.
(h) EFFECTIVE DATE. The effective date of this Agreement shall be
October 1st, 2003 (the "Effective Date").
IN WITNESS WHEREOF, the Parties have executed the foregoing Agreement
on and as of the Effective Date.
Silicon Film Castle Hill Advisory Group Quest Manufacturing
By: /s/ XXXX XXXXXXX By: /s/ XXXXXXXXX XXXXXX By: /s/ XXXX XXXXXXX
------------------------ --------------------- -------------------
Its: Chief Operating Officer Its: Managing Director Its: CEO/President
Date: October 1st, 2003 Date: October 1st, 2003 Date: October 1st, 2003
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