MANAGEMENT SERVICES AGREEMENT
THE
UNDERSIGNED:
Royal
Invest International Corporation (RIIC) a publicly traded corporation trading
on
the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the United
States of America in the State of Delaware with its registered office located
at
1350 Avenue of the Americas, 24th. Floor, Xxx Xxxx, XX 00000, XXX, legally
represented by its CEO Xx. Xxxxx Xxxxxxxxx, hereinafter also referred to as
“RIIC”
and
Statenconsult
B.V., a company organised and existing under the laws of The Netherlands, with
its registered office at Xxxxxxxxxxxxxxx 000-000, 0000 XX, Xxxxxxxxx, Xxx
Xxxxxxxxxxx, herewith represented by Xx. X. Xxxxxxxx and hereinafter also
referred to as "Management";
WHEREAS:
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·
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The
RIIC has requested and appointed Management to render certain services
referred to in Article 3 of this Agreement, which services Management
is
willing to render;
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the
parties hereto wish to establish their mutual obligations and
responsabilities;
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HEREWITH
UNDERTAKE AND AGREE THE FOLLOWING:
Article
1 - Appointment; domiciliation
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1.
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Management
is hereby appointed as Managing Director of Royal Invest Europe B.V.,
a
subsidiary of RIIC, for an indefinite period. The appointment of
Management which takes effect from January 1, 2007 is hereby ratified
and
confirmed; any activities performed by Management as Managing Director
from the effective date of its appointment are hereby approved and,
to the
extent necessary, ratified and
confirmed.
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2.
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From
the effective date of Management's appointment as Managing Director
of
Royal Invest Europe BV (hereinafter “B.V.”) the registered office of B.V.
shall be at Management's registered
office.
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1
Page
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Article
2 – Termination
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1.
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RIIC
may dismiss Management at any time, with or without cause, by giving
one
month's written notice by registered mail to Management at its registered
office as mentioned above.
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2.
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Management
may resign with immediate effect at any time, with or without cause,
by
giving written notice by registered mail addressed to
RIIC.
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3.
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If,
for whatever reason, Management should cease to be the Managing Director
of B.V., B.V. will cease to have its registered office at Management's
address, and Management will cease to have any further responsibilities
towards B.V. unless expressly agreed and understood otherwise. In
such
event, Management is authorised to notify the Trade Register of the
Chamber of Commerce, the tax authorities and all other authorities
and
parties having business with B.V.
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4.
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Neither
the dismissal nor the resignation of Management can ever per se serve
as
grounds for a claim for damages on the part of
B.V..
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5.
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The
covenants and agreements under both Article 4 and 5 of this Agreement
will
not be affected by the dismissal or resignation of Management, and
will
survive the termination of this
Agreement.
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Article
3 - Management/services
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1.
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Within
its professional standards Management will act as Managing Director
of
B.V. and will manage and control the conduct of the business of B.V.
in
accordance with the resolutions passed by and the instructions of
RIIC and
the articles of association of B.V. and the laws of The
Netherlands.
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2.
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Management
will maintain the due order and good standing of B.V. and undertakes
to
perform such duties as may reasonably be expected of a person holding
such
office.
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3.
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The
duties of Management towards B.V. will not prevent Management from
acting
as managing director of other
companies.
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4.
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The
rendering of services shall be conditional upon the complete and
accurate
information provided by B.V. and/or
RIIC.
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5.
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B.V.
and/or RIIC shall provide Management, upon request, with all information
it may require.
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6.
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If
and to the extent that B.V. and/or RIIC fails to provide Management
with
any information requested, Management shall be discharged from its
obligation to perform the services to which the request for information
relates.
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2
Article
4 – Confidentiality
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1.
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Management
will hold in strict confidence all information received from B.V.
and/or
RIIC or in connection with B.V. and/or RIIC unless such information
can be
obtained by the general public through inspection of public registers
and
when disclosure of such information is required by
law.
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2.
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Management
undertakes not to use the information obtained for any purpose other
than
for or in connection with the management of
B.V.
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3.
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On
termination of this agreement, Management undertakes to return all
such
information it has from B.V. and/or RIIC in any form as well as not
to use
such information after the aforesaid
termination.
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Article
5 - Limited activities of B.V.
B.V.
declares that it does not intend to employ staff or to undertake trading
activities. Notwithstanding the foregoing B.V. will undertake all measures
to
comply with all legal requirements applicable to B.V.
Article
6 - Supply of information
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1.
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In
order to ensure that Management will be able to fulfil all requirements
of
law or under the articles of association, B.V. and/or RIIC will provide
Management with all necessary information, records, and
documentation.
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2.
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If
the information, records and documentation has to be provided by
another
company of the "B.V. Group", the obligation to provide the information,
data and documentation will be assumed by that
company.
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Article
7 – Fees
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1.
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In
consideration for performance by Management in accordance with the
terms
of this Agreement, B.V. and RIIC agree jointly and severally to pay
the
following fees and charges:
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a
fixed fee for usage name and credentials; € 2.000,- monthly starting
January 1, 2007.
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a
variable fee based, starting January 1, 2007, on the actual time
spent for
the services as defined in Article 3 with a minimum charge of €
5000,- monthly representing an average of 60 hrs /months by a
professional of Statenconsult b.v charged on a time spent
basis.;
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3
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- A
starter fee of € 18.000,- To be paid in 6 monthly instalments
of € 3000,-
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the
reimbursement of actual costs and disbursements (expenses), including
but
not limited to telex, telefax, telephone, postage,
etc.
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2.
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Fees
shall be adjusted every year on the basis of the increase (if any)
of the
cost of living index in The
Netherlands.
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3.
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The
domiciliary fee will be billed annually in advance by Management.
The
other fees and charges will be billed either monthly or quarterly
by
Statenconsult.
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4.
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Management
is hereby authorised to pay the said fees and charges out of B.V.'s
bank
account when 14 days have lapsed after having sent a copy of the
invoices,
unless advised otherwise within this
term.
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5.
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All
fees and charges, whether billed by Management or by the Statenconsult,
shall be paid without set-off or counterclaim, and free and clear
of and
without deductions, within one month of the day on which they are
billed.
Legal interest will accrue on all overdue amounts from the day following
the last day on which the fees and charges should have been
paid.
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6.
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In
addition to the payment of legal interest, RIIC and B.V. hereby agree
jointly and severally to pay any and all costs incurred in the collection
of overdue amounts owed pursuant to this Agreement, including reasonable
legal fees.
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Article
8 – Indemnity
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1.
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RIIC
and B.V., jointly and severally, hereby covenant and agree, without
any
right to set-off or counterclaim, to indemnify and hold harmless
Management and any of its directors, officers or employees, from
and
against any liability, personal or otherwise, arising from or by
reason of
Management's taking or failure to take any action in connection with
or
pursuant to this Agreement and the activities contemplated
hereunder.
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2.
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RIIC
and B.V., jointly and severally, further covenant and agree to indemnify
and hold harmless Statenconsult, and its partners, associates or
employees, from and against any liability, personal or otherwise,
arising
from or by reason of Management's or Statenconsult's taking or failure
to
take any action in connection with or pursuant to this Agreement
and the
activities contemplated hereunder.
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3.
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Neither
Management, nor its directors, officers or employees, will be liable
to
RIIC and/or B.V. personally or otherwise, in relation to Management's
taking or failure to take any action in connection with or pursuant
to
this Agreement and the activities contemplated hereunder, except
in the
case of gross negligence and/or wilful misconduct of
Management.
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4
Article
9 - Contemplated sale or disposal of shares
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1.
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RIIC
and B.V. undertake to give Management as much advance notice as possible
of any contemplated sale or transfer of any beneficial interest in
B.V.
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2.
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Should
RIIC undertake any sale, transfer, pledge or usufruct as set forth
in
paragraph 1 of this Article, RIIC and/or B.V. shall provide Management
as
much in advance as possible with the identity, address and credentials
of
the purchaser, transferee, pledgee, and ensure that such person or
entity
grants Management an undertaking fully equivalent to that set forth
in
this Agreement. In the event that Management finds such person's
or
entity's credentials or undertaking unsatisfactory, Management will
be at
liberty to resign in the manner set forth in Article
2.
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Article
10 – Amendments
The
provisions of this Agreement may be amended only by an instrument in writing,
signed by the parties hereto.
Article
11 - Applicable law and forum
This
Agreement shall be interpreted in accordance with and be governed by the laws
of
The Netherlands. Any dispute hereunder will be submitted to the District Court
of Utrecht, The Netherlands, acting in the first instance, unless Management
as
petitioner chooses to submit the dispute to any other court having jurisdiction
over the parties.
IN
WITNESS WHEREOF, this Agreement has been concluded by the parties hereto as
of
January 1st. 2007, and has been signed in duplicate in Amsterdam, the
Netherlands on May 25th. , 2007
Xxxxx
Xxxxxxxxx X.
Xxxxxxxx
CEO
RIIC MD
Statenconsult b.v.
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