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EXHIBIT 10.5
MANAGEMENT SERVICES AGREEMENT
SYNERGEX INTERNATIONAL CORPORATION, a California corporation with its
principal place of business at 0000 Xxxx Xxxxxx Xxx, Xxxx Xxxxx, Xxxxxxxxxx
00000 ("Synergex"), and REGISTRY MAGIC INCOPORATED, a Florida corporation with
its principal place of business at 0000 XXX Xxxxxxxxx, Xxxxx 000-000, Xxxx
Xxxxx, Xxxxxxx 00000 ("RMAG"), agree as follows:
1. TERM. This Agreement will commence effective as of February 24,
2000, and will continue in effect until May 23, 2000 (the "Initial Term"), and
thereafter for successive one-month terms, unless terminated as provided in
Section 7 below.
2. SERVICES TO BE PROVIDED. Synergex will provide such executive,
accounting, sales, marketing and other management services as are agreed upon by
the parties, including sales and marketing assistance, preparation of marketing
and business plans, preparation of periodic income and cash flow statements,
assisting in the preparation of 10-Qs and other SEC filings, supervision of
staff, reviewing transactions and closing the books and records at the end of
each month (the "Services"). Synergex personnel will coordinate with and report
to Xxxxxxxx Xxxxx and Xxxxx Xxxx.
3. FEES AND EXPENSES. RMAG will pay to Synergex a monthly fee during
the term of this Agreement. During the Initial Term, the fee will be Ten
Thousand Dollars ($10,000) per month, plus all out-of-pocket travel expenses
reasonably incurred in connection with the Services. During any successive
terms, the fee will be as agreed by the parties; provided, however, that the
monthly fee during any successive term shall not be lower than the fee during
the Initial Term unless Synergex's duties are decreased proportionately. RMAG
also shall pay, or reimburse Synergex for, any services which are performed by a
third party and approved in advance by RMAG. The first monthly fee ($10,000)
shall be paid within five days after execution of this Agreement; thereafter,
each monthly fee ($10,000) shall be payable in advance on or before the
twenty-fourth (24th) day of each month during the Term. In addition, in the
event that the planned merger between Synergex and RMAG (the "Merger") does not
close, RMAG shall pay Synergex an additional fee equal to the product of Ten
Thousand Dollars ($10,000) times the number of months (and fraction of final
month as applicable) from the effective date of this Agreement until termination
or expiration. Expenses provided for by this Agreement shall be paid by RMAG
within ten (10) days after receipt by RMAG of Synergex's invoices, which shall
be submitted not more often than monthly.
4. MANNER AND DELIVERY OF SERVICES. With due regard to operating
schedules and requirements of RMAG, Synergex will determine the specific time
and place for performance of the Services and will have sole control over the
method and manner by which Synergex provides the Services. All Services
performed by Synergex will be performed in a professional manner and in
compliance with the reasonable quality standards set by RMAG.
5. INDEPENDENT CONTRACTOR STATUS; EMPLOYEES. RMAG and Synergex agree
that Synergex will perform all of the Services as an independent contractor, and
not as
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an employee, joint venturer or partner of RMAG. All staff required in the
performance of the Services will be employees or agents of Synergex. Synergex
will be responsible for federal, state and local taxes resulting from Synergex's
Services.
6. CONDUCT. At all times during the term of this Agreement, Synergex
and its agents and employees will act in accordance with all applicable federal,
state and local laws and regulations.
7. TERMINATION.
7.1. After the Initial Term, either party may terminate this
Agreement, with or without cause, upon fifteen (15) days' prior written notice
to the other party. In addition, the Agreement will automatically terminate in
the event, and on the date, that the Merger closes.
7.2. Should Synergex default in the performance of the
Agreement or materially breach any of its terms, RMAG, at its option, may
terminate this Agreement immediately by giving written notice of such
termination to Synergex. For the purpose of this Section 7, default or material
breach includes, but is not limited to, failure to complete the Services in a
timely manner, habitual neglect or intentional wrongdoing in the performance of
Synergex's duties, Synergex's breach of Section 8 regarding Confidential
Information and Inventions or the filing of a petition for bankruptcy by or
against Synergex.
7.3. All accrued and unpaid sums due Synergex will be paid
within thirty (30) days after termination of this Agreement.
8. CONFIDENTIAL INFORMATION AND INVENTIONS. Each of the parties have
previously executed or will execute nondisclosure agreements with the other
regarding the disclosure of proprietary and confidential information. Such
agreements shall remain in effect and continue to apply with regard to the
exchange of information hereunder that constitutes confidential information
under the terms of such agreements, respectively.
9. MISCELLANEOUS.
9.1. ENTIRE AGREEMENT. This document constitutes the entire
agreement between the parties, all oral agreements being merged herein, and
supersedes all prior representations. There are no representations, agreements,
arrangements or understandings, oral or written, between the parties relating to
the subject matter of this Agreement that are not fully expressed herein.
9.2. MODIFICATION OR AMENDMENT. The provisions of this
Agreement may be modified at any time by agreement of the parties. Any such
agreement hereafter made shall be ineffective to modify this Agreement in any
respect unless in writing and signed by the parties against whom enforcement of
the modification or discharge is sought.
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9.3. WAIVER. Any of the terms or conditions of this Agreement
may be waived at any time by the party entitled to the benefit thereof, but no
such waiver shall affect or impair the right of the waiving party to require
observance, performance or satisfaction either of that term or condition as it
applies on a subsequent occasion or of any other term or condition hereof.
9.4. NON-ASSIGNABILITY. This Agreement shall not be assigned
by any party without the prior written consent of the other parties.
9.5. SUCCESSION. Subject to the provisions otherwise contained
in this Agreement, this Agreement shall inure to the benefit of and be binding
on the successors and assigns of the respective parties.
9.6. NOTICES. Any notice under this Agreement shall be in
writing, and any written notice or other document shall be deemed to have been
duly given (i) on the date of personal service on the parties, (ii) on the third
business day after mailing, if the document is mailed by registered or certified
mail, (iii) one day after being sent by professional or overnight courier or
messenger service guaranteeing one-day delivery, with receipt confirmed by the
courier, or (iv) on the date of transmission if sent by telegram, telex,
telecopy or other means of electronic transmission resulting in written copies,
with receipt confirmed. Any such notice shall be delivered or addressed to the
parties at the addresses set forth above or at the most recent address specified
by the addressee through written notice under this provision. Failure to conform
to the requirement that mailings be done by registered or certified mail shall
not defeat the effectiveness of notice actually received by the addressee.
9.7. COUNTERPARTS. This Agreement may be executed in any
number of counterparts with the same effect as if the parties had all signed the
same document. All counterparts shall be construed together and shall constitute
one agreement.
9.8. GOVERNING LAW. The rights and obligations of the parties
and the interpretation and performance of this Agreement shall be governed by
the law of California, excluding its conflict of laws rules.
REGISTRY MAGIC INCORPORATED SYNERGEX INTERNATIONAL CORPORATION
By: /s/ Xxxxxxxx Xxxxx By /s/ Xxxxxxx X. Xxxx
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(Xxxxxxxx Xxxxx) (Xxxxxxx X. Xxxx)
Its Chairman Its President and Chief Executive Officer
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