Exhibit 10.1
MANAGEMENT ADVISORY AGREEMENT
THIS MANAGEMENT ADVISORY AGREEMENT ("Agreement") is entered into as of December
19, 2011, by and between Precision Aircraft Dismantling, LLC ("Precision"), a
Florida limited liability company, and AvWorks Aviation Corp. ("AvWorks"), a
Florida corporation, with its corporate office and facility located at 0000
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX, 00000.
RECITALS
A. Precision Aircraft Dismantling, LLC, a private company, performs
proprietary, low-environmental impact aircraft dismantling, providing
airfield managers and aircraft owners with an affordable, eco-friendly
alternative to traditional parts reclamation;
B. AvWorks Aviation Corp. operates as a diversified broker and supplier of
parts and services to the worldwide aviation and aerospace markets. The
Company services a broad range of clients such as aircraft leasing
companies, major airlines, repair stations, fixed-base operators, leasing
companies and aftermarket suppliers.
C. AvWorks is a public corporation with a management team, business offices
and support personnel; and Precision desires to contract with AvWorks for
advisory services and the provision of managing the administration,
financial matters, sales and ground operations of Precision from AvWorks's
headquarters in Sunrise, Florida.
D. AvWorks desires to provide such management and advisory services to
Precision.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein, the parties covenant and agree as follows:
1. Term. The term of this Agreement shall be for twelve (12) months following
the date hereof. This Agreement may be extended for an additional term of
one or more years upon the mutual written agreement of the parties. This
Agreement may be terminated by either party at the end of the first six (6)
months.
2. Management and Advisory Services. AvWorks shall provide management and
advisory services to Precision. In addition, AvWorks shall provide
Precision with access to AvWorks' offices, telecommunication equipment,
equipment and warehouses.
3. Fees. AvWorks shall be compensated for the management and advisory services
it provides to Precision by a fee of one half of the net profit from the
operations of Precision. The parties have agreed that AvWorks will identify
the salvageable assets and will oversee the entire process from scrapping,
to quality control, to inventory and asset liquidation.
4. Independent Contractor Status. AvWorks and Precision are independent
businesses, and as such they shall remain professionally and economically
independent of each other during the initial stage of this Agreement.
Neither party shall have any authority to bind the other without the other
party's express and prior written consent, and then only insofar as such
authority is conferred by such express and prior written consent. Nothing
in this Agreement, whether express or implied, is intended to confer any
rights or remedies on any person other than the parties to it and their
respective successors and assigns.
5. Severable Provisions. The provisions of this Agreement are severable, and
if any one or more provisions are determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
6. Notices. Any notice or notices to be given under this Agreement shall be
sent via certified mail to the address of the party set forth above.
7. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
8. Arbitration. The parties hereto agree to submit any and all controversies
under this Agreement to binding arbitration before the American Arbitration
Association ("AAA") at a hearing or hearings to be conducted in or near
Sunrise, Florida.
9. Counterpart; Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The parties hereto
may execute the original of this Agreement or facsimile copies of same and
the Agreement so executed shall be binding on the parties.
EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
Precision Aircraft Dismantling, LLC
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President and Owner
AvWorks Aviation Corp.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Chief Executive Officer
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