1
Exhibit 10.7
2
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of
May, 1996 by and between NATIONAL SAFETY ASSOCIATES, INC., a Tennessee
corporation ("NSA"), and NSA INTERNATIONAL, INC., a Tennessee corporation ("the
Company").
W I T N E S S E T H:
WHEREAS, NSA desires to provide certain managerial and advisory
services, to the Company; and
WHEREAS, NSA and the Company desire to set forth the scope of the
services to be rendered by NSA to the Company and the compensation to be paid
by the Company to NSA in return for such services.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
i. SERVICES. NSA shall provide management, consulting and
advisory services to the Company relating to data
processing and other such matters for which the Company
shall request assistance.
ii. EMPLOYEES. NSA agrees to make its employees available to
the Company as reasonably requested by the Company to
provide the forgoing services.
iii. REIMBURSEMENT. In consideration for the services rendered
by NSA to the Company, the Company shall pay to NSA any
and all amounts collected by the Company from the Company's
independent distributors in exchange for data processing
services offered to such distributors by the Company,
specifically including, the provision of certain computer
consulting services and access to NSA's mainframe computer
and the programs therein contained ("Computer Usage and
Management Fee"). The Computer Usage and Management Fee
shall be paid quarterly, in arrears, within twenty-five
(25) business days following the close of each calendar
quarter.
iv. TERM. This Agreement shall have a term of one (1) year but
shall automatically be renewed for successive one (1) year
periods thereafter; provided, however, that either party
has the right to terminate this Agreement at any time by
giving written notice to the other party of its intention
to terminate, which termination shall be effective upon the
receipt by the other party of such written notice.
v. ALLOCATION OF GENERAL AND ADMINISTRATIVE EXPENSES. This
Agreement is intended to accurately allocate the costs and
expenses incurred to operate the business of the respective
parties.
vi. BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their
successors and assigns.
vii. APPLICABLE LAW. This Agreement shall be construed and
enforced under the substantive laws of the State of
Tennessee.
viii. ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the
entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements
and understandings with respect thereto. This Agreement may
be amended only by a written instrument signed by both
parties hereto.
3
ix. SEVERABILITY. If any term, clause or provision of this
Agreement shall be determined to be invalid, the validity
of any other term, clause or provision shall not be
affected, and such invalid term, clause or provision shall
be deleted from the Agreement.
x. NOTICES. Any notice required by the terms of this Agreement
to be given by either of the parties hereto to the other
party shall be given by sending such notice by regular mail
or hand delivery to the other party's last known address.
Such notice shall be effective from the date of mailing or
hand delivery, as the case may be.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
NATIONAL SAFETY ASSOCIATES, INC.
By:
----------------------------------
Title:
-------------------------------
NSA INTERNATIONAL, INC.
By:
----------------------------------
Title:
-------------------------------