Exhibit 10.1
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is entered into as of
October 1, 2003 (the "Effective Date"), by and between AMERICAN TELESOURCE
INTERNATIONAL, INC., an Ontario corporation, hereinafter referred to as ATSI,
and GOODCOM MANAGEMENT, LTD., a British Virgin Islands corporation, hereinafter
referred to as Goodcom.
WITNESSETH:
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WHEREAS, ATSI has a Mexican subsidiary ATSIMX Personal, S.A. de C.V.,
hereinafter referred to as ATSIMX; and
WHEREAS, Goodcom has the expertise to assist ATSI to dissolve said
corporation; and
NOW, THEREFORE, for and in consideration of the premises, the covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by the execution and delivery
hereof, the parties agree as follows:
SECTION 1. TERM. The term of the Agreement shall commence on the
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Effective Date and shall continue in effect until December 31, 2004.
SECTION 2. MANAGEMENT SERVICES. Goodcom agrees to provide the following
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services:
1. Preparation of all financial Statements for ATSIMX.
2. Filing of all outstanding taxes to the Secretaria de Hacienda y
Credito Publico by ATSIMX
3. Obtaining resignations from all employees in ATSIMX.
4. Preparation and filing of all documents required to dissolve the
Company, ATSIMX, in Mexico.
5. Negotiations with government authorities, employees and creditors to
facilitate the process.
SECTION 3. COMPENSATION. ATSI agrees to pay Goodcom $3,000 per month for
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the Services commencing October 31, 2003 and for five successive months
thereafter. Upon completion of the Services, ATSI shall pay Goodcom a final
payment of $5,000.
Payments will be made to the Payment Address shown in Section 5 or any
subsequent payment address provided to ATSI, on Goodcom's request, by
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wire transfer to the account specified by Goodcom. Goodcom may charge interest
on past due amounts at the lesser of 9% per annum or the highest non-usurious
rate permitted by applicable law.
SECTION 4. RESPONSIBILITIES.
a) Goodcom shall be responsible for submitting bimonthly progress reports
to ATSI.
b) ATSI hereby grants authority to Goodcom to make any address changes
necessary and to hire any legal and accounting assistance required to
perform its Services.
c) Any other expenses required to complete such Services shall be
discussed on a case-by-case basis with ATSI.
SECTION 5. NOTICES. Any notices regarding this Agreement shall be
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delivered to the following addresses:
If to ATSI:
ATSI Communications, Inc.
0000 Xxxxxxxx, Xxxxx 000X
Xxx Xxxxxxx, XX 00000
Attn: Xxx Xxxxx
Tel: 000.000.0000
Fax: 000.000.0000
If to Goodcom:
XX Xxx 000
Xxxxx 0000
Xxx Xxxx Xxxxx Xxxx
Phone: 000-000-0000
Fax: 000-000-0000
SECTION 6. INDEMNIFICATION. ATSI and Goodcom agree to defend, protect,
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indemnify and hold harmless each other, its affiliates, and each of its
respective officers, directors, employees, agents, attorneys, shareholders and
consultants (collectively referred to as "Indemnities") from and against
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,
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demands, costs and expenses, including reasonable attorneys' fees, arising from
or connected with:
a.) The negligence, criminal act or misconduct of ATSI or Goodcom,
its contract personnel, or its management personnel; or
b.) A breach of the terms and provisions of the Agreement by ATSI or
Goodcom or its management personnel.
SECTION 7. LIMITATION OF LIABILITY. NO PARTY WILL BE LIABLE TO ANY OTHER
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE
OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF
REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THIS AGREEMENT.
SECTION 8. MISCELLANEOUS PROVISIONS.
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(a) This Agreement constitutes the final and complete agreement of the
parties with respect to its subject matter, and supercedes any prior
agreements, discussions or understandings, written or oral.
(b) This Agreement may be modified only by a written document that refers
specifically to this Agreement and is signed by both parties.
(c) A party's failure or delay in enforcing any provision of this
Agreement will not be deemed a waiver of that party's rights with
respect to that provision or any other provision of this Agreement. A
party's waiver of any of its rights under this Agreement is not a
waiver of any of its other rights with respect to a prior,
contemporaneous or future occurrence, whether similar in nature or
not.
(d) This Agreement shall be governed by the laws of the State of Texas,
and Customer agrees to submit to the jurisdiction of the courts of the
State of Texas for all purposes. Sole and exclusive venue for any
dispute or disagreement arising under or relating to this agreement
shall be in a court sitting in Bexar County, San Antonio, Texas.
(e) This Agreement may be executed in counterparts, which together will be
deemed an original.
(f) This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
g) If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any
other part or provision of this
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Agreement, unless such invalidity shall have deprived a party of
substantially all of the consideration such party was to receive
hereunder.
(h) The prevailing party in any action to enforce this Agreement or claims
arising from the execution of this Agreement will be entitled to
reimbursement of reasonable attorneys' fees and costs from the other
party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
ATSI COMMMUNICATIONS, INC.
By: Xxxxxx X. Xxxxx
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GOODCOM MANAGEMENT LTD.
By: Xxxxx Xxxxxxxx
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