EXHIBIT 10.24
SERVICE AGREEMENT
AGREEMENT made this 1st day of April, 1999, by and between G+G Retail,
Inc., a Delaware corporation (the "Parent"), and G & G Retail of Puerto Rico,
Inc., a Puerto Rico corporation (the "Subsidiary").
W I T N E S S E T H:
WHEREAS, the Subsidiary is a wholly-owned subsidiary of the Parent; and
WHEREAS, the Parent currently owns and operates 42 retail stores and may
hereafter from time to time own and operate additional stores located in Puerto
Rico (the "Stores"); and
WHEREAS, the Parent desires to engage the Subsidiary to provide personnel
and administrative services in connection with the Stores, and the Subsidiary is
willing to accept such engagement, on the terms and conditions hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. The Parent hereby engages the Subsidiary to provide store
personnel and otherwise administer the Parent's day to day business and the
operation of the Parent's Stores, subject at all times to the direction and
control of the Parent. In furtherance of its duties and responsibilities
hereunder, the Subsidiary, through its officers and employees, shall be
authorized:
(i) to sell or offer for sale on behalf of the Parent in the
Stores goods and merchandise supplied by the Parent for such purpose;
(ii) to employ all employees, agents and contractors required to
operate the Stores and to pay the salaries, wages or other compensation to such
persons;
(iii) to collect all payroll taxes and withholdings that may be
levied or imposed upon Store employees and to remit such amounts to the proper
authorities as required by applicable law; and
(iv) to enter into, execute and deliver on behalf of the Parent any
and all contracts, agreements or other instruments and to engage in any and all
transactions which the Parent may deem necessary or appropriate to carry on the
business of the Parent conducted at the Stores.
2. The Subsidiary hereby acknowledges that all of the assets located in or
associated with the Stores, including, but not limited to, the inventory, store
leases, leasehold improvements, furniture, fixtures and the proceeds from the
sale of such inventory, are and shall remain the sole and
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exclusive property of the Parent, and the Subsidiary shall have no rights
therein or thereto.
3. The Subsidiary hereby agrees to collect and promptly deposit all
proceeds from the sale of merchandise in the Stores into a bank account or
accounts of the Parent or as otherwise directed by the Parent from time to time.
4. The Subsidiary hereby accepts such engagement and throughout the term
of this Agreement shall provide the administrative and executive services of its
officers as provided herein.
5. This Agreement shall commence as of the date hereof and shall remain in
effect until the Parent, in its sole discretion, terminates this Agreement by
written notice.
6. As the Subsidiary's sole compensation for the services provided
hereunder, the Parent shall pay to the Subsidiary an amount equal to 100% of the
actual costs incurred by the Subsidiary in connection with its performance of
its obligations pursuant to this Agreement.
7. This Agreement constitutes the entire agreement of the parties hereto
and no amendment or modifications hereof shall be valid or binding unless made
in writing and signed by the party against whom enforcement thereof is sought.
8. This Agreement shall be governed by the laws of the State of New York.
This Agreement shall inure to the benefit of and shall be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, this Agreement has been executed by Parent and
Subsidiary as of the date first written above.
G+G RETAIL, INC.
By: /s/ Xxxxx Xxxxx
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G & G RETAIL OF PUERTO RICO, INC.
By: /s/ Xxxxxxx Xxxxxx
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