Exhibit 10.18
INTERCOMPANY SERVICES AGREEMENT
This Intercompany Services Agreement ("Agreement"), dated as of February 1,
2000, by and between Research Partners International, Inc., a Delaware
corporation ("RPII") and XxxxxXxxxXxxxxxx.xxx Inc., a New York corporation
("EarlyBirdCapital").
WHEREAS, EarlyBirdCapital through its subsidiaries provides Internet
investment banking, research, securities brokerage and trading services; and
WHEREAS, EarlyBirdCapital is a wholly-owned subsidiary of RPII. Upon
consummation of an intended private placement offering of EarlyBirdCapital RPII
will no longer be the sole shareholder of EBC but will retain its majority
position therein.
WHEREAS, EarlyBird desires RPII to continue to provide services to
EarlyBirdCapital and RPII is willing to continue to provide services to EBC on a
cost reimbursement basis in accordance with the terms and conditions herein
provided.
NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties to this Agreement agree as follows:
1. Services by RPII. As requested by EarlyBirdCapital, RPII will provide
services to EarlyBirdCapital in connection with the operation of
EarlyBirdCapital's business, including rendering services regarding: accounting
and bookkeeping, financial planning and financial reporting, internal audit,
records management, payroll management, purchasing assistance, regulatory
compliance, human resources management, compliance assistance, tax reporting and
tax filing, financial analysis and office services. These services may be
changed from time to time upon mutual consent. Services may be provided by RPII
or any of its affiliates, as determined by RPII. In addition, EarlyBirdCapital
will be permitted to use office space of RPII at Xxx Xxxxx Xxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx as mutually agreed upon by RPII and EarlyBirdCapital.
2. Reimbursement by EarlyBirdCapital. In compensation for RPII's services,
EarlyBirdCapital will pay to RPII its direct and reasonable costs related to
performing such services, including all of RPII's overhead and related expenses
attributable to performing the services. The office space of RPII used by
EarlyBirdCapital will be compensated for on the basis of allocable square
footage used by EarlyBirdCapital at the rate RPII is required to pay under its
lease. This obligation will extend to reimbursement for the cost of services
performed prior to the effective date of this Agreement which have been accrued,
but not paid. All invoices will be due and payable within 10 days of receipt.
RPII, unless otherwise agreed, will not be obligated to advance funds for the
costs or expenses of EarlyBirdCapital's operations or obligations.
3. Services by EarlyBirdCapital. EarlyBirdCapital will provide services to
RPII within EarlyBirdCapital's then ordinary scope of business, from time to
time, as requested by RPII.
4. Reimbursement by RPII. In compensation for EarlyBirdCapital's services,
RPII will pay to EarlyBirdCapital its direct and reasonable costs related to
performing such services including all of its overhead and related expenses
attributable to performing the services. All invoices will be due and payable
within 10 days of receipt. EarlyBirdCapital, unless otherwise agreed, will not
be obligated to advance funds for the costs or expenses of RPII operations or
obligations.
5. Third-Party Services for EarlyBirdCapital. Using commercially reasonable
efforts, RPII will arrange for certain services of independent third-parties to
provide certain of the services, which are referenced in subsection 1 above, to
EarlyBirdCapital. Third-party services may include, but not be limited to,
suppliers of goods and services, bank services, clearing services, warehouse
charges for centralized records storage, delivery charges, and tax preparation
and payment. The costs that are incurred by EarlyBirdCapital to third-party
suppliers of services or products will be reimbursed promptly (at actual cost)
to RPII or paid directly to the third-party suppliers. RPII will submit to
EarlyBirdCapital all bills or other supporting documentation relating to
third-party suppliers. To the extent third-party services are incurred for the
benefit of all affiliates of RPII, these costs will be reimbursed by
EarlyBirdCapital on an allocated basis, provided that the allocation will be
applied consistently among all the affiliates based on the use of the services
supplied by the third-party. Payment to third-party suppliers as among RPII,
EarlyBirdCapital and affiliates of RPII will be on terms at least as favorable
as EarlyBirdCapital could obtain them from third-party suppliers on an
independent basis.
6. Standard of Care. RPII and EarlyBirdCapital will provide the services
described herein during the term of this Agreement in accordance with the terms
and conditions set forth herein. Each of RPII and EarlyBirdCapital will perform
its responsibilities hereunder in a diligent, careful and vigilant manner. The
services are to be of a scope and quality not less than those generally
performed by the RPII or EarlyBirdCapital employees for the benefit of their
respective employers. Each of RPII and EarlyBirdCapital will make available to
the other the full benefit of the judgement, experience and advice of the
employees performing services for the other.
7. Personnel. In performances of the services hereunder, each of RPII and
EarlyBirdCapital may use their personnel or the personnel of their affiliates as
may be necessary to perform the obligations required by this Agreement at their
expense. The cost of the services performed by such employee, however, shall be
reimbursed by the party on whose behalf the services were performed in
accordance with Sections 2 or 4 hereof, as the case may be.
8. Term. The term of this Agreement will commence on the date the
registration statement filed by EarlyBirdCapital Holding with the Securities and
Exchange Commission ("SEC") is declared effective by the SEC and will end on the
earlier of (i) the date that RPII no longer owns 50% of the outstanding capital
stock of EarlyBirdCapital Holding having the right to cast a majority of the
votes entitled to vote on all matters on which the holders of the common stock
of EarlyBirdCapital are entitled to vote, or (ii) the third anniversary of the
date of this Agreement.
EarlyBirdCapital will have the right to terminate this Agreement
immediately: (i) if RPII is in material breach of any of its obligations
hereunder, which breach is not cured within 20 days of receipt of written notice
from EarlyBirdCapital of the breach, (ii) if RPII is the subject of a voluntary
petition in bankruptcy or any voluntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such
petition or proceeding is not dismissed within 60 days of filing, or becomes the
subject of any involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within 60
days of filing, (iii) if the business of RPII is liquidated or otherwise
terminated for insolvency or any other basis, or (iv) if RPII becomes insolvent
or unable to pay its debts as they mature or makes an assignment for the benefit
of its creditors.
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RPII will have the right to terminate this Agreement immediately: (i) if
EarlyBirdCapital is in material breach of any of its obligations hereunder,
which breach is not cured within 20 days of receipt of written notice from RPII
of the breach, (ii) if EarlyBirdCapital is the subject of a voluntary petition
in bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors, if such petition or
proceeding is not dismissed within 60 days of filing, or becomes the subject of
any involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within 60 days of
filing, (iii) if the business of EarlyBirdCapital is liquidated or otherwise
terminated for insolvency or any other basis, or (iv) if EarlyBirdCapital
becomes insolvent or unable to pay its debts as they mature or makes an
assignment for the benefit of its creditors.
Either RPII or EarlyBirdCapital may terminate this Agreement upon not less
than 60 days notice to the other, which notice will state the date on which
termination will be effective, provided notice of termination given by either
RPII or EarlyBirdCapital shall be approved by a majority of the directors who
are not employees, directors or officers of RPII.
No exercise by a party of its right to terminate this Agreement will limit
its remedies by reason of the other party's default, the party's right to
exercise any other rights under this section or any of that party's other
rights.
9. Directors and Officers Duties. Nothing in this Agreement will limit or
restrict the right of any of the RPII directors, officers or employees to engage
in any other business or devote their time and attention in part to the
management or other aspects of any other business, whether of a similar nature,
or to limit or restrict the right of RPII to engage in any other business or to
render services of any kind to any corporation, firm, individual, trust or
association.
10. Independent Contractors. Each of RPII and EarlyBirdCapital is an
independent contractor and when its employees act under the terms of this
Agreement, they will be deemed at all times to be under the supervision and
responsibility of their employer; and no person employed by RPII or
EarlyBirdCapital and acting under the terms of this Agreement will be deemed to
be acting as agent or employee of the other for any purpose whatsoever.
11. Other Agreements. From time to time one party may find it necessary or
desirable either to enter into agreements covering services of the type
contemplated by this Agreement to be provided by persons other than RPII or
EarlyBirdCapital, as the case may be. Nothing in this Agreement will be deemed
to limit in any way the right of RPII or EarlyBirdCapital to acquire services
from others or to enter into other agreements.
12. No Waiver. No failure or delay on the part of any party in exercising
any right, power or privilege hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof preclude any other or future
exercise thereof or the exercise of any other right, power or privilege.
13. Successors and Assigns. This Agreement will inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto, provided however, that neither party may
assign its rights or obligations hereunder without the consent of the other
party hereto, except that RPII may assign its rights and obligations hereunder
to any affiliate of RPII other than EarlyBirdCapital without obtaining the
consent of EarlyBirdCapital. Any assignment will not relieve RPII of its rights
or obligations hereunder.
14. Amendments. Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure from the terms of any provisions to this Agreement
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will be made in writing, signed by the parties hereto, and will be effective
only in the specific instance and for the specific purpose for which it is made
or given.
15. Notices. Unless otherwise specifically provided, all notices, demands,
statements and communications required hereunder will be in writing and will be
sent by registered or certified mail, if intended for RPII addressed thereto at
Research Partners International, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxxxxxxxx
and if intended for EarlyBirdCapital addressed thereto at
XxxxxXxxxXxxxxxx.xxx Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxx Xxxx
16. Captions. The captions of this Agreement are inserted only for the
purpose of convenient reference and do not define, limit or prescribe the scope
or intent of this Agreement or any part hereof.
17. Governing Law. This Agreement will be governed by, and construed under,
the laws of the State of New York without regard to the principles of conflicts
of law thereof.
18. Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
19. Entire Agreement. This Agreement integrates all the terms and
conditions mentioned herein or incidental hereto and supersedes all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between the terms, conditions and provisions of this
Agreement and any other agreement, document or instrument to which the parties
hereto are bound, the terms, conditions and provisions of this Agreement shall
prevail.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
XXXXXXXXXXXXXXXX.XXX INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx Xxxx
Title: President
RESEARCH PARTNERS INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
