EXHIBIT 10.10
MANAGEMENT SERVICES AGREEMENT
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THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") has been entered
into by and between IntraTel Acquisition Company, Inc., a Delaware
corporation (hereinafter referred to as the "Company") and Xxxxxxx X.
Xxxxx, an individual residing in Tampa, Florida, reflecting the agreement
between the Company and Xxxxxxx X. Xxxxx as of the 9th day of December,
1996.
WHEREAS, the Company is engaged primarily in the business of providing
and acquiring companies which provide domestic and international
telecommunications services;
WHEREAS, Xxxxxxx X. Xxxxx possesses significant expertise in analyzing
and addressing management requirements, identifying strategic alliances,
coordinating marketing strategies and identifying customers, negotiating
contracts, organizing investor relations activities, and analyzing
organizational structures of companies;
WHEREAS, the Company desires to avail itself of the services of
Xxxxxxx X. Xxxxx, and Xxxxxxx X. Xxxxx desires to provide to the Company
the benefit of such services; and
WHEREAS, the Company and Xxxxxxx X. Xxxxx expect to benefit from the
carrying out of the subject matter of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Xxxxxxx X.
Xxxxx hereby agree as follows:
1. ENGAGEMENTS. The Company hereby engages Xxxxxxx X. Xxxxx and
Xxxxxxx X. Xxxxx accepts such engagement and agrees to use its best efforts
in a good and businesslike manner to provide services to the Company in
accordance with the terms of this Agreement.
2. NATURE OF SERVICES. Xxxxxxx X. Xxxxx shall render assistance to
the Company by (a) analyzing and addressing the Company's management
requirements, (b) developing strategic initiatives and related industry
partnerships, including providing assistance with respect to acquisitions,
joint ventures, and strategic business alliances, (c) assisting the Company
in coordinating its marketing strategies and identifying potential
customers and distribution channels for its network; (d) assisting with the
negotiation of contracts between the Company and its customers, as
requested by the Company, (e) organizing its investor relations activities,
(f) analyzing the Company's present and prospective corporate
organizational structure; (g) providing recommendations with respect to
legal, accounting, and public relations firms, and other professionals,
retained by the Company; (h) assessing the structure of the Board of
Directors of the Company and assisting the Company in establishing audit
and compensation committees of the Board of Directors; (i) providing advice
to the Company with respect to appropriate levels and forms of executive
and director compensation, and assisting the Company in establishing
compensation policies; and (j) assisting the Company in establishing and
maintaining financial relationships.
3. TERM. The term of this Agreement shall commence on 15th
December, 1996, and continue for a period of five years, PROVIDED, HOWEVER,
that either the Company or Xxxxxxx X. Xxxxx may terminate this Agreement as
of 9th December, 1997, or as of any date thereafter (the "Termination
Date"), by providing written notice of such termination to the other party
at any time but at least 15 days prior to the Termination Date.
In the event either party so terminates the Agreement (i) Xxxxxxx X.
Xxxxx shall be entitled to all remuneration and reimbursement paid or
payable pursuant to this Agreement as of the Termination Date, but shall
not be entitled to receive any additional remuneration or reimbursement,
and (ii) neither party shall have any obligation pursuant to this Agreement
following the Termination Date, except that the parties obligations
pursuant to paragraphs 5 and 8 of this Agreement shall survive such
termination.
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4. REMUNERATION. The consideration to be paid by the Company to
Xxxxxxx X. Xxxxx for the services to be rendered hereunder shall consist of
the following:
a. The Company shall pay Xxxxxxx X. Xxxxx a fee of $25,000
within 30 days of execution of this Agreement, and shall pay an additional
fee of $82,500 prior to 31st December 1997.
5. REIMBURSEMENT OF EXPENSES. The Company shall reimburse Xxxxxxx
X. Xxxxx for its reasonable out-of-pocket expenses incurred in the
performance of its services hereunder within 30 days of presentation by
Xxxxxxx X. Xxxxx to the Company of written documentation relating to such
expenses.
6. STATUS OF XXXXXXX X. XXXXX. The services of Xxxxxxx X. Xxxxx
provided pursuant to this Agreement shall be performed for the benefit of
the Company by Xxxxxxx X. Xxxxx in the capacity of an independent
consultant.
7. CONFIDENTIALITY. Xxxxxxx X. Xxxxx will not at any time disclose
or use for its own benefit or purposes or the benefit or purposes of any
other person, firm, partnership, joint venture, association, corporation or
other business organization, entity or enterprise other than the Company
and any of its subsidiaries or affiliates, any trade secrets, information,
data or other confidential information relating to customers, development
programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, financing methods, plans, or the
business and affairs of the Company generally, or of any subsidiary or
affiliate of the Company; PROVIDED, HOWEVER, that the foregoing shall not
apply to information that is not unique to the Company or that is generally
known to the industry or the public. All files and records relating to the
Company compiled by Xxxxxxx X. Xxxxx shall be the property of the Company
and shall be returned to the Company upon termination of this Agreement.
8. WAIVER OF RIGHTS. The failure of either party to insist, in one
or more instances, upon the performance of any of the terms, covenants,
agreements, or conditions of this Agreement, or to exercise any rights
hereunder, shall not be construed as a waiver or relinquishment of such
party's right to insist upon the future performance of such term, covenant,
agreement, or condition, or to the future exercise of any such right, and
the obligations of the other party with respect to such future performance
shall continue in full force and effect.
9. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby and shall remain
in full force and effect as if the invalidated provision had not been
included herein.
10. NOTICES. Any notice required or desired to be given pursuant to
this Agreement shall be in writing and shall be deemed given when
deposited, postage paid, in the United States certified mail, return
receipt requested, at the addresses set forth below, or at such subsequent
address provided by the parties:
If to Xxxxxxx X. Xxxxx: 0000 Xxxx Xxx Xxxxx
Xxxxx, Xxxxxxx 00000
If to the Company: IntraTel Acquisition Company, Inc.
000 Xx. Xxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
11. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties regarding services to be
furnished to the Company by Xxxxxxx X. Xxxxx, and any prior agreements
and/or understandings are superseded in their entirety by this Agreement.
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IN WITNESS WHEREOF, the Company and Xxxxxxx X. Xxxxx have executed this
Agreement as of the date and year first above written.
IntraTel Acquisition Company, Inc.
a Delaware Corporation
By:/s/ XXXXXX X. XXX
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Xxxxxx X. Xxx XX, Chairman
Xxxxxxx X. Xxxxx
/s/ XXXXXXX X. XXXXX
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