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EXHIBIT 10.66
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement") is effective as of this
29th day of August 1996, by and between Integrated Security Systems, Inc.
("ISSI"), having an address for purposes of this Agreement at 0000 Xxxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx and I.S.T. Partners, Ltd. (the "Partnership"),
having an address for purposes of this Agreement at 0000 XxXxxxxx Xxxxxx, Xxxxx
X, Xxxxxx, Xxxxx.
In consideration of the premises and the mutual promises, covenants
and agreements contained herein, the parties hereto covenant and agree as
follows:
TERM. Subject to the terms and conditions hereinafter set forth, ISSI
hereby agrees to provide management services to the Partnership as provided
herein, commencing on the date hereof and shall continue until the Partnership
in terminated as the result of the repayment of capital accounts as provided
for in Section 10 of the Limited Partnership Agreement for the Partnership.
DUTIES AND SERVICES. ISSI shall provide and pay support services to the
Partnership for the marketing and development of the Code as provided in the
Marketing and Development Agreement dated July 29, 1996 between the Parties
(the "Marketing and Development Agreement"). These support services shall
include, but not be limited to, office space, office equipment and
communications. ISSI shall also provide day-to-day management of the marketing
and development efforts and shall provide senior executives to manage contract
personnel and operations.
TERM OF PAYMENT. ISSI shall be credited with 15% of all revenue, as
revenue is defined in the Private Placement Memorandum, associated with the
licensing or service of the Code. The Partnership shall receive 85% of all
such revenue associated with the licensing or service of the Code. Payment
shall be made to the Partnership within 10 days after ISSI's receipt of said
revenue.
TERMINATION. The Agreement shall terminate as provided for in Section 10
of the Limited Partnership Agreement of the Partnership. ISSI shall have no
further obligations under this Agreement except for: (a) any accrued and unpaid
benefits to Partnership contract personnel as of the date of any such
termination; and (b) any unpaid cost or expense reimbursement relating to
infrastructure support.
TERMINATION FOR CAUSE. The Partnership may terminate the Agreement for
cause which shall mean ISSI's failure to pay the Partnership revenue in
accordance with the Marketing and Development Agreement; if ISSI applies for or
consents to the appointment of a receiver, trustee, custodian, intervenor or
liquidator of itself, or of all or substantially all, of its assets; ISSI files
a voluntary petition in bankruptcy or be unable to pay its debts as they become
due; ISSI makes a general assignment for the benefit of creditors or ISSI takes
corporate action for the purpose of effecting any of the foregoing.
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INDEMNIFICATION. ISSI shall indemnify, defend, and hold harmless the
Partnership and its General Partner from any loss, damage, liability, cost, or
expense, (including reasonable attorneys' fees and expenses and court costs)
arising out of any act or failure to act by the Partnership or its General
Partner if such act or failure to act is done or omitted in good faith in
furtherance of marketing and developing the Code and is not attributable to
gross negligence or willful misconduct by the Partnership or the General
Partner.
INVENTIONS AND IDEAS. This Partnership agrees to be bound by the
provisions of Section 8 of the Marketing and Development Agreement relating to
inventions and ideas.
GOVERNING LAW. This Agreement shall be governed as to its validity,
interpretation and effect by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement on the date first above written.
Integrated Security Systems, Inc.
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Xxxxxx X. Xxxxxxxx, President
I.S.T. Partners, Ltd.
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by Founders Equity Group, Inc., its General Partner
Xxxxxx X. Xxxxxxxx, Xx., Vice President
