EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT is effective as of July 23, 2004, by and between Vero
Management, L.L.C., a Delaware limited liability company with its principal
place of business located at 000X Xxxxxxxxx Xxxxxxxxx, Xxxxx 00, Xxxx Xxxxx, XX
00000 ("Vero") and Xxxxx.xxx, Inc., a corporation organized and existing under
the laws of Florida, with its principal place of business located at 000X
Xxxxxxxxx Xxxxxxxxx, Xxxxx 00, Xxxx Xxxxx, XX 00000 ("Client"). Vero and Client
may each be referred to as a "Party" or collectively as the "Parties."
RECITALS
WHEREAS, Vero is engaged in the business of providing managerial and
administrative support services to public and private companies; and
WHEREAS, Client desires to engage the services of Vero as described
herein and Vero desires to perform such services, all in accordance with the
terms and conditions herein set fort;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Parties hereby agree as follows:
1. INTENT AND SERVICES
It is the general nature and intent of this Agreement that Vero will
provide to Client a broad range of managerial and administrative services
including but not limited to assistance in the preparation and maintenance of
its financial books and records, the filing of various reports with the
appropriate regulatory agencies as are required by State and Federal rules and
regulations, the administration of matters relating to Client's shareholders
including responding to various information requests from shareholders as well
as the preparation and distribution to shareholders of relevant Client
materials, and the providing of office space, corporate identity, telephone and
fax services, mailing, postage and courier services ("Services"). This Agreement
shall be liberally construed in order to insure that Vero provides to Client
those Services necessary for Client to efficiently manage its business
operations, efficiently respond to its shareholders and timely comply with its
regulatory reporting requirements. The parties hereto specifically acknowledge
and agree that Vero will not provide any legal, auditing, accounting, investment
banking or capital formation services to Client.
2. TERM
This Agreement shall be in effect for a term of one (1) year commencing
on the date hereof; provided that either party may terminate this agreement on
thirty (30) days prior written notice to the other party. At the end of the
initial term, this Agreement shall remain in effect for additional thirty (30)
day periods until terminated in writing upon ten (10) days prior written notice.
All duties for payment of compensation owed to Vero and those duties that
generally survive termination shall survive the termination of this agreement.
3. COMPENSATION
In consideration of the services provided hereunder, Vero shall be
entitled to the following compensation:
a) Client shall pay Vero a fee equal to $1,000 per month for each
month, or any part thereof, that the Services hereunder are
provided. The Parties specifically agree that in no event will
the monthly fees be prorated either due to the initiation of
Services following the first day of a particular month or the
termination of Services prior to the month's end;
b) Client shall reimburse Vero for any out-pocket expenses
incurred by Vero in connection with its Services hereunder
(including, without limitation, expenses of consultants and
advisors engaged by Vero to perform all or any part of the
Services hereunder, provided such expenses are approved by
Client in advance.
Vero shall xxxx Client for the Services on the first day of each month
and payment shall be due within seven (7) business days thereafter.
4. INDEPENDENT CONTRACTOR
Vero shall be, and is deemed to be, an independent contractor in the
performance of its duties hereunder. Vero shall have no power to enter into any
agreement on behalf of or otherwise bind Client without the express prior
written consent of Client. Vero shall be free to pursue, conduct, carry on and
provide for its own account (of for the account of others) similar Services to
other clients.
5. INDEMNIFICATION
Client agrees to indemnify and hold Vero and its officers, directors,
shareholders, managers, members, agents, advisors, consultants and employees
("Indemnified Parties") harmless from any and all losses, expenses, claims,
damages or liabilities (including reasonable attorneys' fees) incurred by any
Indemnified Party arising out of or related to the performance of Vero's duties
under this Agreement, and Client shall, at the option of Vero, reimburse Vero or
pay directly for any and all legal or other expenses incurred in connection with
the investigation or defense of any action or claim in connection therewith.
Notwithstanding the aforesaid, Client shall not be liable for any loss, claim,
damage or liability that is found (as set forth in a final judgment by a court
of competent jurisdiction) to have resulted in a material part from any act by
Vero which constitutes fraud or gross negligence by Vero.
6. CONFIDENTIALITY
Vero agrees that any information provided to it by Client of a
confidential nature will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement. Upon the termination of this
Agreement and following receipt of a written request from Client, all
documentation provided by Client to Vero will be returned to it or destroyed.
7. NOTICES
All notices hereunder shall be in writing addressed to the Party at the
address herein set forth, or at such other address as to which notice: pursuant
to this section may be given, and shall be given by personal delivery, by
certified mail (return receipt requested), Express Mail or by national overnight
courier. Notices will be deemed given upon the earlier of actual receipt or
three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed as follows:
If to Vero Vero Management, L.L.C.
000X Xxxxxxxxx Xxxxxxxxx, Xxxxx 00
Xxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Manager
If to Client Xxxxx.xxx, Inc.
000X Xxxxxxxxx Xxxxxxxxx, Xxxxx 00
Xxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, President
Any notices to be given hereunder will be effective if executed by and
sent by the attorneys for the Parties giving such notice, and in connection
therewith the Parties and their respective counsel agree that, in giving such
notice, such counsel may communicate directly in writing, with such Parties to
the extent necessary to give such notice.
8. REPRESENTATIONS AND WARRANTIES OF CLIENT
Client represents and warrants that:
a) Client will cooperate fully and timely with Vero to enable
Vero to perform the Services that may be rendered hereunder;
b) Client has full power and authority to enter into this
Agreement;
c) The performance by Client of this Agreement will not violate
any applicable court decree, law or regulation, nor will it
violate any provision(s) of the organizational or corporate
governance documents of Client or any contractual obligation
by which Client may be bound; and
d) All information supplied to Vero by Client shall be true and
accurate and complete in all material respects, to the best of
Client's knowledge.
9. REPRESENTATIONS AND WARRANTIES OF VERO
Vero represents and warrants that:
a) It has full power and authority to enter into this Agreement;
b) It has the requisite skill and experience to perform the
Services and to carry out and fulfill its duties and
obligations hereunder; and
c) It will use its best efforts to complete all Services in a
timely and professional manner.
10. GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION
This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, without giving effect to the conflicts of laws
principles thereof. All disputes, controversies or claims ("Disputes") arising
out of or relating to this Agreement shall in the first instance be the subject
of a meeting between a representative of each Party who has decision-making
authority with respect to the matter in question. Should the meeting either not
take place or not result in a resolution of the Dispute within twenty (20)
business days following notice of the Dispute to the other Party, then the
Dispute shall be resolved in a binding arbitration proceeding to be held in
Orlando, Florida, in accordance with the international rules of the American
Arbitration Association. The Parties agree that a panel of one arbitrator shall
be required. Any award of the arbitrator shall be deemed confidential
information for a minimum period of five years. The arbitrator may award
attorneys' fees and other arbitration related expenses, as well as pre- and
post-judgment interest on any award of damages, to the prevailing Party, in
their sole discretion.
11. MISCELLANEOUS
a) NO WAIVER. No provision of this Agreement may be waived except
by agreement in writing signed by the waiving Party. A waiver
of any term or provision of this Agreement shall not be
construed as a waiver of any other term or provision.
b) NON-ASSIGNABILITY. This Agreement is not assignable without
the written consent of the other Party.
c) MULTIPLE COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an
original. It shall not be necessary that each Party executed
each counterpart, or that any one counterpart be executed by
more than one Party so long as each Party executes at least
one counterpart.
d) SEVERABILITY. If any provision of this Agreement is declared
by any court of competent jurisdiction to be invalid for any
reason, such invalidity shall not affect the remaining
provisions of this Agreement.
e) CONSTRUCTION. No provision of this Agreement shall be
construed against any Party by virtue of the fact that this
Agreement was primarily prepared by such party.
f) HEADINGS. The section and paragraph heading shall not be
deemed a part of this Agreement.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of
the day and year first above written.
VERO MANAGEMENT, L.L.C. XXXXX.XXX, INC.
By: /S/ XXXXX X. XXXXXXX By: /S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, Manager Xxxxx X. Xxxxxxx, President
Agreed to by the Client's Principal Shareholder:
XXXXXXX REVERSE MERGER FUND, LLC
By: /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Manager
