Exhibit 10.17
MANAGEMENT AGREEMENT
This Management Agreement (the "Agreement") is made as of the 1st day of August,
2002 by an among The Australia Traffic Network PTY Limited, a company registered
under the Corporation Law of New South Wales (referred to herein as the
"Company") and Wisconsin Information Systems, dba Milwaukee Traffic Network
(referred to herein as "MTN") an Ohio Corporation.
RECITALS:
A. The Company was formed in June of 1997 for the purpose of providing
airborne traffic reporting services to radio and television stations
in Australia.
B. The Company had no expertise in the areas of airborne traffic
reporting services, network selling and all related support for such a
business.
C. MTN had developed traffic reporting services in the United States and
was skilled in all areas of the traffic reporting business.
D. The Agreement dated September 29th 1997 by and among all of the
shareholders of the Company provided that the primary shareholders of
MTN would provide management services to the Company in exchange for
consideration.
NOW, Therefore, for and in consideration of the premises, and other xxxx and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in further consideration of the agreements herein made, the
undersigned parties do hereby agree as follows:
1) SERVICES
MTN will provide management services to the Company which will include but not
be limited to locating and training reporting staff, hiring and training sales
staff, maintaining the books and records of the company, establishing budgets,
providing financing for implementation and growth, creating inventory management
and billing systems and day to day management of the local staff. MTN will
provide the services of Xxxx Xxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxx, Xxx Xxxxxxx,
Xxxxx Xxxxxx, Xxx Xxxxxxx, or any other individuals as needed to accomplish the
business requirements as determined by MTN in its sole discretion. Compensation
to any individuals or employees of MTN will be the responsibility of MTN.
2) COMPENSATION
In exchange for the services provided, MTN will receive a monthly management fee
in the amount of $45,000 AUD per month until June 30, 2003. The management fee
will be due and payable on me first of each month and will be payable in
advance. Commencing July 1, 2003, the management fee will be reviewed
periodically by the board of directors of the Company. Any changes in the
management fee will be commensurate with the changes in the duties, time
required and will the increase in the business level of the company.
3) EXPENSES
Any expenses incurred by MTN or any MTN employee will be reimbursed directly by
the Company upon presentment of invoices detailing such expenses.
3) TERM
This Agreement will commence on July 1, 2002 and continue for a period of five
years unless terminated earlier by the board of directors of the Company.
4) DECISION MAKING AUTHORITY
Notwithstanding the services provided MTN, all decisions regarding the ordinary
day to day operations of the Company shall be made by the Managing Director of
the Company. All decisions regarding any matters other than day to day
operations of the Company shall be made by a majority of the Board of Directors.
5) MERGER CLAUSE
This Agreement represents the entire agreement of the parties hereto and
supersedes all prior agreements, understandings and negotiations concerning the
subject matter hereof.
6) MISCELLANEOUS
This agreement shall not be amended except pursuant to a written instrument
executed by all of the parties hereto. If any provision of this Agreement, or
the application of any such provision be held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall not be affected thereby. No
modification or waiver of any provision of this Agreement shall be effective
unless in writing and signed by the party against whore such modification or
waiver is asserted.
7) NOTICES
All notices or other communications required or permitted by this Agreement
shall be sufficiently given if in writing, and i) personally delivered, by any
courier service, ii) mailed first class postage, or iii) sent by facsimile
transmission with an accompanying telephone call to the person being noticed.
For purposes of this Agreement, the following addresses, telephone number and
FAX numbers shall be used:
The Australia Traffic Network PTY Limited, Xxxxx 00 000 Xxxxxx Xxxxxx! Xxxxx
Xxxxxx Xxxxxxx 0000, FAX 00 0000 0000 TELEPHONE 00 0000 0000
Milwaukee Traffic Network, 0000 Xxxxxxxxxx Xx. Xxxxxxx, Xxxxxxx 00000. TELEPHONE
000 000 0000 FAX 000 000 0000
Any of the above addresses may be changed by notice to the other parties as
described in this section.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
THE AUSTRALIA TRAFFIC NETWORK PTY LIMITED
By: /s/ Xxxxxxx X. Xxx III
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Xxxxxxx X. Xxx III
Managing Director
MILWAUKEE TRAFFIC NETWORK
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Secretary