Exhibit 10.12
AGREEMENT
THIS AGREEMENT is effective as of July 1, 2008, by and between Vero
Management, L.L.C., a Delaware limited liability company with its principal
place of business located at 000 Xxxxxxxx Xxx, Xxxx Xxxxx, XX 00000 ("Vero") and
Forex365, Inc., a corporation organized and existing under the laws of the state
of Nevada, with its principal place of business located at 000 Xxxxxxxx Xxx,
Xxxx Xxxxx, XX 00000 ("Client"). Vero and Client may each be referred to as a
"Party" or collectively as the "Parties."
RECITALS
WHEREAS, Vero is engaged in the business of providing managerial and
administrative support services to public and private companies; and
WHEREAS, Client desires to engage the services of Vero as described herein
and Vero desires to perform such services, all in accordance with the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Parties hereby agree as follows:
1. Intent and Services
It is the general nature and intent of this Agreement that Vero will
provide to Client a broad range of managerial and administrative services
including but not limited to assistance in the preparation and maintenance of
its financial books and records, the filing of various reports with the
appropriate regulatory agencies as are required by State and Federal rules and
regulations, the administration of matters relating to Client's shareholders
including responding to various information requests from shareholders as well
as the preparation and distribution to shareholders of relevant Client
materials, and the providing of office space, corporate identity, telephone and
fax services, mailing, postage and courier services ("Services"). This Agreement
shall be liberally construed in order to insure that Vero provides to Client
those Services necessary for Client to efficiently manage its business
operations, efficiently respond to its shareholders and timely comply with its
regulatory reporting requirements. The parties hereto specifically acknowledge
and agree that Vero will not provide any legal, auditing, accounting, investment
banking or capital formation services to Client.
2. Term
This Agreement shall be in effect for a term of one (1) year commencing on
the date hereof; provide that either party may terminate this Agreement upon
written notice to the other party at any time. At the end of the initial term,
this Agreement shall remain in effect until terminated in writing by either
party. All duties for payment of compensation owed to Vero and those duties that
generally survive termination shall survive the termination of this agreement.
3. Compensation
In consideration of the services provides hereunder, Vero shall be entitled
to the following compensation:
a) Client shall pay Vero a fee equal to $3,000 per month for each month,
or any part thereof, that the Services hereunder are provided. The
Parties specifically agree that in no event will the monthly fees be
prorated either due to the initiation of Services following the first
day of a particular month or the termination of Services prior to
month's end;
b) Client shall reimburse Vero for any out-pocket expenses incurred by
Vero in connection with its Services hereunder (including, without
limitation, expenses of consultants and advisors engaged by Vero to
perform all or any part of the Services hereunder, provided such
expenses are approved by Client in advance).
Vero shall xxxx Client for the Services on the first day of each month and
payment shall be due within seven (7) business days thereafter.
4. Independent Contractor
Vero shall be, and is deemed to be, an independent contractor in the
performance of its duties hereunder. Vero shall have no power to enter into any
agreement on behalf of or otherwise bind Client without the express prior
written consent of Client. Vero shall be free to pursue, conduct, carry on and
provide for its own account (or for the account of others) similar Services to
other clients.
5. Indemnification
Client agrees to indemnify and hold Vero and its officers, directors,
shareholders, managers, members, agents, advisors, consultants and employees
("Indemnified Parties") harmless from any and all losses, expenses, claims,
damages or liabilities (including reasonable attorneys' fees) incurred by any
Indemnified Party arising out of or related to the performance of Vero's duties
under this Agreement, and Client shall, at the option of Vero, reimburse Vero or
pay directly for any and all legal or other expenses incurred in connection with
the investigation or defense of any action or claim in connection therewith.
Notwithstanding the aforesaid, Client shall not be liable for any loss, claim,
damage or liability that is found (as set forth in a final judgment by a court
of competent jurisdiction) to have resulted in a material part from any act by
Vero which constitutes fraud or gross negligence by Vero.
6. Confidentiality
Vero agrees that any information provided to it by Client of a confidential
nature will not be revealed or disclosed to any person or entity, except in the
performance of this Agreement. Upon the termination of this Agreement and
following receipt of a written request from Client, all documentation provided
by Client to Vero will be returned to it or destroyed.
2
7. Notices
All notices hereunder shall be in writing addressed to the Party at the
address herein set forth, or at such other address as to which notice: pursuant
to this section may be given, and shall be given by personal delivery, by
certified mail (return receipt requested), Express Mail or by national overnight
courier. Notices will be deemed given upon the earlier of actual receipt or
three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed as follows:
If to Vero: Vero Management, L.L.C.
000 Xxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Manager
If to Client: Forex365, Inc.
000 Xxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, President
Any notices to be given hereunder will be effective if executed by and sent
by the attorneys for the Parties giving such notice, and in connection therewith
the Parties and their respective counsel agree that, in giving such notice, such
counsel may communicate directly in writing, with such Parties to the extent
necessary to give such notice.
8. Representations and Warranties of Client
Client represents and warrants that:
a) Client will cooperate fully and timely with Vero to enable Vero to
perform the Services that may be rendered hereunder;
b) Client has full power and authority to enter into this Agreement;
c) The performance by Client of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any
provision(s) of the organizational or corporate governance documents
of Client or any contractual obligation by which Client may be bound;
and
d) All information supplied to Vero by Client, shall be true and accurate
and complete in all material respects, to the best of Client's
knowledge.
3
9. Representations and Warranties of Vero
Vero represents and warrants that:
a) It has full power and authority to enter this Agreement;
b) It has the requisite skill and experience to perform the Services and
to carry out and fulfill its duties and obligations hereunder; and
c) It will use its best efforts to complete all Services in a timely and
professional manner.
10. Governing Law, Dispute Resolution, and Jurisdiction
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida, without giving effect to the conflicts of laws
principles thereof. All disputes, controversies or claims ("Disputes") arising
out of or relating to this Agreement shall in the first instance be the subject
of a meeting between a representative of each Party who has decision-making
authority with respect to the matter in question. Should the meeting either not
take place or not result in a resolution of the Dispute within twenty (20)
business days following notice of the Dispute to the other Party, then the
Dispute shall be resolved in a binding arbitration proceeding to be held in
Orlando, Florida, in accordance with the international rules of the American
Arbitration Association. The Parties agree that a panel of one arbitrator shall
be required. Any award of the arbitrator shall be deemed confidential
information for a minimum period of five years. The arbitrator may award
attorneys' fees and other arbitration related expense, as well as pre- and
post-judgment interest on any award of damages, to the prevailing Party, in
their sole discretion.
11. Miscellaneous
a) No Waiver. No provision of this Agreement maybe waived except by
agreement in writing signed by the waiving Party. A waiver of any term
or provision of this Agreement shall not be construed as a waiver of
any other term or provision.
b) Non-assignability. This Agreement is not assignable without the
written consent of the other Party.
c) Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original. It shall not
be necessary that each Party executes each counterpart, or that any
one counterpart be executed by more than one Party so long as each
Party executes at least one counterpart.
d) Severability. If any provision of this Agreement is declared by any
court of competent jurisdiction to be invalid for any reason, such
invalidity shall not affect the remaining provisions of this
Agreement.
e) Construction. No provision of this Agreement shall be construed
against any Party by virtue of the fact that that this Agreement was
primarily prepared by such Party.
4
f)
f) Headings. The section and paragraph heading shall not be deemed a part
of this Agreement.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the
day and year first above written.
Vero Management, L.L.C. Forex365, Inc.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------- --------------------
Xxxxx X. Xxxxxxx, Manager Xxxxx X. Xxxxxxx, President
5
