MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") made and entered
into as of the 17th day of June, 1998, by and between Vanguard Cellular
Financial Corp., a North Carolina corporation (the "Consultant") and wholly
owned subsidiary of Vanguard Cellular Systems, Inc., a North Carolina
corporation ("Vanguard"), and Inter*Act Systems, Incorporated, a North Carolina
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and the Consultant have entered into a Management
Services Agreement dated as of June 17, 1996 pursuant to which the Company
engaged Vanguard to provide certain consulting services thereunder for a
two-year term which expired on June 16, 1998; and
WHEREAS, the Company is desirous of engaging the Consultant to continue
to provide certain management and consulting services to the Company under the
terms and conditions set forth herein and the Consultant is desirous of
providing such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1. Engagement as Consultant. The Company hereby engages the Consultant
to perform management and consulting services to the Company and the Consultant
hereby accepts such engagement and agrees to provide such services in accordance
with the terms of this Agreement.
2. Duties of Consultant. The Consultant agrees to provide one or more
of its executive or other employees to render services to the Company from time
to time under this Agreement, as reasonably requested from time to time by the
Company, in assisting the Company in developing accounting, human resources,
information management, legal compliance, sales training, research and
development, business development and operations procedures, systems and
programs. Such services may be performed at the offices or facilities of the
Company or of the Consultant.
3. Term. This Agreement shall commence as of the date hereof and shall
continue for a period of one year.
4. Consulting Fee. For services rendered hereunder, the Company will
reimburse Consultant a pro-rata portion of the salary (plus 20% to cover
benefits) for each employee of Consultant that provides services hereunder based
on the amount of time dedicated by such employee in performing services
hereunder. In addition, the Company will reimburse to the Consultant all normal
out-of-pocket business expenses, including travel, meals, lodging and similar
expenses incurred by employees of the Consultant in performing its duties
hereunder. It is expressly understood and agreed that all employees of the
Consultant performing services on behalf of the Consultant hereunder shall
remain the employees of the Consultant and shall not be deemed to be
employees of the Company for any purpose. Notwithstanding any provision herein,
this Agreement shall not cover Xxxxxxx X. Xxxxxxx, presently the Chief Executive
Officer and Chairman of the Company.
5. Disclosure of Information. Consultant shall not for any reason or at
any time, whether during or after the term of this Agreement, disclose to any
person (except to the extent that the proper performance of this Agreement may
require disclosure to employees of the Company or its subsidiaries) any secret
or confidential information obtained by the Consultant in the course of, or as a
result of, performance of this Agreement, which secret or confidential
information relates to the Company or any subsidiary corporation, unless so
authorized by the Board of Directors of the Company. Any information that (a)
was known prior to receipt from the Company free of any obligation to keep such
information confidential, or (b) is disclosed to third parties by the Company
without any requirement of confidentiality or which becomes publicly available
other than by unauthorized disclosures, or (c) is independently developed by
Consultant without reliance on any secret or confidential information as
evidenced by its or his records, or (d) is disclosed as compelled by law, shall
not be deemed to be secret or confidential for purposes of this Agreement. In
the event of a breach or threatened breach by the Consultant of the provisions
of this paragraph, the Company shall be entitled to an injunction restraining
the Consultant from disclosing, in whole or in part, any such secret or
confidential information; provided, however, that nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
for any such breach or threatened breach, including the recovery of damages from
the Consultant.
6. Rights to Materials. All records, files, memoranda, reports, price
lists, customer lists, plans, drawing, sketches, documents and the like
(together with all copies thereof) relating to the business of the Company that
the Consultant shall use or prepare or come into contact with in the course of,
or as a result of, the performance of this Agreement (except those in existence
prior to date of this Agreement and owned by the Consultant) shall remain the
sole property of the Company. Upon termination of this Agreement or upon the
prior demand of the Company, the Consultant shall immediately return all such
materials to the Company.
7. Rights to Inventions. Any and all methods, inventions, patents,
trademarks, and other materials developed by the Consultant in performing its
duties under this Agreement shall be and at all times remain the sole and
absolute property of the Company. The Consultant agrees to file such patents,
trademarks and copyrights and to take such other action as shall be reasonably
requested by the Company to perfect its ownership rights in such properties, all
at the expense of the Company.
8. Indemnification. The Company agrees to indemnify and hold harmless
the Consultant and its officers, directors and employees for all acts or
decisions made by any of them in good faith while performing services for the
Company pursuant to this Agreement, other than for acts or decisions
constituting gross negligence or willful misconduct. The Company shall pay all
expenses, including reasonable attorneys fees, actually and necessarily incurred
by the Consultant or its officers, directors and employees in connection with
the investigation or defense of any claim or proceeding against them, including
the cost of court settlements arising out of such acts or decisions.
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9. Miscellaneous Provisions.
(a) All notices required or permitted to be given hereunder shall be
given in writing and either personally delivered, or delivered by confirmed fax
or overnight mail. If notices are given to the Company, they shall be addressed
to:
Inter*Act Systems, Incorporated
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: President
If notices are to the Consultant, they shall be addressed to:
Vanguard Cellular Financial Corp.
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: President
(b) This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and may not be modified or amended except
in writing signed by the party against whom such modification or agreement is
sought to be enforced.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of North Carolina, without regard to principles of
conflicts of laws.
(d) This Agreement shall enure to the benefit of and shall be binding
upon the parties and their respective heirs, successors and their assigns;
provided, however, that the Consultant may not assign this Agreement, other than
to Vanguard or one or more of its wholly owned subsidiaries, without the prior
written consent of the Company.
(e) This Agreement shall be terminated without further effect in the
event it is not ratified and approved by the Board of Directors of Inter*Act
Systems, Incorporated within 90 days of the date hereof.
[continued on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
INTER*ACT SYSTEMS, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Senior Vice President
VANGUARD CELLULAR FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Vice President
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