CLIENT SERVICES AGREEMENT
This Client Services Agreement ("Agreement") is made by and between S L S
Services. Inc. d/b/a Xxxx Oversight & Logistical Technologies, Inc. ("XXXX") and
Wilmington Stevedores, Inc. ("WSI") this Tenth day of July, 1995.
Recital
XXXX is engaged in the business of providing to its clients a full complement of
services normally performed by business entities in the conduct of their
affairs.
WSI desires to enter into an agreement with XXXX for the furnishing of such
services required for the conduct of its business activities.
NOW THEREFORE, and in consideration of the premises, the parties agree to as
follows:
1. Purpose. WSI will purchase and XXXX will provide to WSI the services
designated on Exhibit A hereto (hereinafter "Services") and such other
services WSI requests XXXX to perform with respect to the normal business
activities of WSI. In addition to providing the personnel required to
perform the Services, XXXX shall provide all equipment, office computer,
and otherwise necessary to perform the Services.
2. Term. The term of this Agreement shall commence effective the date of
signing and shall continue from year to year unless terminated in
accordance with this Agreement.
3. Independent Contractor. XXXX shall be an independent Contractor in the
performance of its obligations under this Agreement. Any employees of XXXX
who perform Services shall be the employees of XXXX solely and WSI shall
not be a joint employer of any of XXXX'x employees. To that end XXXX shall
have the exclusive right and duty to supervise and direct the day to day
activities of its employees, including without limitation, the
responsibility to determine and pay their wages and benefits and to pay all
Federal, State and local taxes or contributions imposed or required under
unemployment, workers' compensation, social security, Medicare, wage and
income tax laws with respect to them. XXXX shall have the sole right to
add, remove or replace any of its employees performing any of the Services.
WSI shall have the right to request XXXX to remove, replace or reassign any
of its personnel based upon a legitimate need to do so but such
determination shall be made in the sole discretion of XXXX.
4. Compensation. As compensation for the Services WSI shall pay a fee to XXXX
equal to Five percent (5%) of WSI's gross revenues. The fee shall be paid
monthly on the 30th day of each month following the month for which such
fee is determined.
5. Consultations. In addition to the Services provided, XXXX shall designate
and make available to meet and consult with the Board of Directors and the
officers of WSI the appropriate personnel at reasonable times concerning
matters pertaining to the organization of WSI's work force, the fiscal
policy of WSI, the relationship of WSI with
1
its employees or with any organization representing its employees and in general
concerning any material problems arising in connection with the business affairs
of WSI.
6. Standard of Care. XXXX will discharge its obligations under this Agreement
with that level of care which a similarly situated administrative services
provider would exercise under similar circumstances. XXXX shall not be
liable to any party for any mistake of judgment or other action taken in
good faith or for any liability, expense, or loss whatsoever, unless it is
found in a final judgment by a court of competent jurisdiction (not subject
to further appeal) to have resulted directly and solely from the fraud,
criminality, or willful misconduct of XXXX.
7. Insurance. XXXX shall obtain and provide WSI with evidence of comprehensive
General Liability insurance coverage in an amount no less than One Million
Dollars ($1,000,000.00) in which WSI shall be named as an additional
insured. XXXX shall furnish to WSI a Certificate of Insurance evidencing
such insurance coverage which shall be underwritten by an insurance carrier
reasonably satisfactory to WSI and shall maintain such coverage during the
term of this Agreement. Such insurance shall provide that WSI shall be
furnished with thirty (30) days written notice prior to the date of any
cancellation of such coverage.
8. Remedies. Should XXXX become incapable of continuing performance of the
Services, whether due to circumstances within or outside of its control,
WSI may terminate this Agreement. Should WSI be in default of compensation
owing at any time under this Agreement. WSI shall be deemed to be in
default of this Agreement and XXXX has available to it all legal remedies
and process.
9. Termination. This Agreement shall continue until terminated by either party
as herein provided. Besides electing to terminate this Agreement as an
exercise of its remedies as stated above, either party may elect to
terminate this Agreement by giving written notice to the other party as
stated below:
TO WSI: Xx. X. Xxxxxx
President
Wilmington Stevedores, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
TO XXXX: Xx. Xxxxxx X. Xxxx, Xx.
President
Xxxx Oversight & Logistical Technologies
X.X. Xxx 0000
Xxxxxxxxxxxx, XX 00000
Such notice shall be given at least ninety days prior to the proposed
termination of the Agreement. XXXX shall deliver immediately to WSI all of
the records in its possession of WSI pertaining to and related to the
Services. XXXX agrees to keep confidential, and shall not disclose to any
third party or make use of, any information regarding WSI of any nature
which XXXX may acquire during the term of this Agreement. XXXX agrees that
if it violates this provision relating to
2
confidentiality, the remedy at law for such violation will be inadequate
and that WSI will suffer irreparable harm. Therefore, in addition to any
other remedy which WSI may have under this Agreement, WSI shall be entitled
to apply to any court of competent jurisdiction for equitable relief,
including specific performance and injunctions restraining XXXX from
committing or continuing any such violation of this Agreement without the
necessity of proving actual damages.
10. Entire Agreement. This Agreement constitutes the entire Agreement between
the parties and may not be amended except by an instrument in writing
executed by both of the parties hereto. This Agreement supersedes any and
all written or verbal agreements between the parties.
Attest: SLS Services, Inc.
d/b/a Xxxx Oversight & Logistical
BY: /s/ Xxxx Illegible Technologies, Inc.
-------------------------
BY: /s/ Xxxxxx X. Xxxx, Xx.
-------------------------------
Date: 7/10/95
-------
Attest: Wilmington Stevedores, Inc.
BY: Xxxx Illegible BY: /s/ Illegible
------------------------- -------------------------------
Date: 7/10/95
-------
3
Exhibit A
Description of Services for Client
Accounting: Preparation and maintenance of books of original entry including
but not limited to, cash receipts journal, cash disbursements journal. purchase
journal, accounts payable journal, payroll journal, sales journal, preparation
and maintenance intermediate books of entry, final book of entry i.e. general
ledger; preparation of monthly trial balances and financial statements (balance
sheet, statement of income and retained earnings and source and use of cash), if
needed, but in no event not less than on a quarterly basis, no less then sixty
(60) days after the end of the first three quarters of a year and one hundred
twenty (120) days after the end of the fiscal year; processing of sales
invoices, mailing to customers, collection of payments due and deposit of
collections into client's bank account as designated.
Management Information Processing: Collection, assembly and computer processing
of data dealing with, but not limited to, and necessary to perform the
accounting services described herein; preparation of operational reports as
required by client's customers including, but not limited to, inventory reports,
productivity reports; the writing and periodic review of computer programs
necessary, and the acquisition and maintenance of any and all computer equipment
necessary to accomplish the management information processing functions
contemplated herein and the professional training of staff so that the
management information processing functions can be completed in a professional
and competent manner.
Insurance: Review of property, personal injury, business and financial risks
normally associated with operations engaged in by client and the procurement
of insurance coverage with reputable insurance companies to cover such risks
and limit client's financial risk therefore; investigation, processing
settlement the providing of assistance to counsel of insurance carriers and the
communication to underwriters of personal injury and property claims;
investigation, processing, coordinating with outside counsel for the defense of
workmen's compensation claims.
Marketing: Identifying and soliciting potential customers for client; traveling
to potential market areas to meet with prospective customers for client; quoting
and negotiating of rates and follow-up with customers to insure customer
satisfaction.
4
