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MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made this 31st
day of July, 1995, by and between Vie de France Corporation, a Delaware
corporation (the "Company"), and Food Investors Corporation, a Delaware
corporation (the "Consultant").
WHEREAS, the Company engages in business within the food service industry,
manufacturing frozen food "sous vide" for distribution and use worldwide, and
developing worldwide sources of raw materials as well as worldwide markets for
its goods and services, as well as maintaining an internationally recognized
trademark in North America, Europe, and Asia, and has its principal office at
00 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000;
WHEREAS, the parties have been engaged in a management services
arrangement pursuant to an agreement, dated October 27, 1993 (a copy of which
is attached hereto) by and between the parties, as previously approved by the
board of directors of the Company, and the parties now wish to update their
agreement with respect to their future arrangements, which agreement is
consistent with their past agreement;
WHEREAS, the Company desires to obtain the benefits of the Consultant's
knowledge and experience as consultants to the Company, and the consultant
desires to perform certain services for the Company, subject to the terms and
provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Contract Term. The term of this Agreement shall be for a period of
one year from the Effective Date with successive one-year automatic renewal
periods corresponding with the fiscal years
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of the Company as the fiscal year may be adjusted from time to time, until
terminated prior to any such period by the written notice of termination by
either party hereto. The Effective Date hereof shall be June 25, 1995.
2. Consulting. The Company engages the Consultant to provide management
services, and the Consultant accepts such engagement, on the terms and
conditions set forth in this Agreement. During the term of this Agreement, the
Consultant shall perform all consulting and managerial services as may be
assigned to it by the Board of Directors or the Chief Executive Officer of the
Company with respect to any management, planning, strategy development and
pursuing worldwide interests of the Company in connection with the Business or
otherwise. In addition, Consultant may provide access to housing facilities
for the benefit of the Company. The Consultant shall perform services
hereunder at such times and places as may be reasonably requested by the
Company.
3. Payments. In exchange for the management services provided hereunder
by the Consultant, the Company agrees to pay to the Consultant an annual amount
as established from time to time by the Company's Board of Directors. A
portion of the annual payments made hereunder shall be attributable to
reimbursement of expenses actually incurred by Consultant and accordingly,
Consultant shall not be entitled to any further reimbursement of expenses. The
annual amount shall be payable in four equal quarterly installments coinciding
with the fiscal year of the Company.
4. Income Tax Statement. The Company and the Consultant shall not take
inconsistent positions with respect to the treatment for federal, state and
local income tax purposes of the fees and other monetary and non-monetary
compensation to be paid by the Company to the Consultant hereunder.
5. Waiver. The waiver by the Company or by the Consultant of a breach by
the other party of any covenant or agreement herein or any provision hereof
shall not operate or be construed as a waiver of any subsequent breach by the
waiving party.
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6. Confidential Information. During the term of this Agreement and for a
period of two years after the expiration of this Agreement, the Consultant
shall not (and shall ensure that its Employees do not), directly or indirectly,
use, other than pursuant to this Agreement on behalf of the Company, or
disclose to any person, corporation or entity any information relating to the
Company's methods of operation or any pricing methods, customers or customer
lists, trade or technological secrets or other information of any nature
confidential to the Company. The obligations of the Consultant under this
Section 6 shall survive the expiration of the term of this Agreement.
7. Notices. Any notice required or permitted to be given and shall cause
under this Agreement shall be given in writing, and shall be delivered by hand
or by certified mail, postage prepaid, addressed as set forth below (or to such
other address furnished by any party to the other in accordance with this
Section 7).
If to the Company: Vie de France Corporation
00 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Secretary
If to the Consultant: Food Investors Corporation
Xxxxx 0, Xxx 00X
Xxxxx, Xxxxxxxx 00000
Attn: Xxxx-Xxxxx Xxxxxxxx
All notices delivered by mail shall be deemed delivered upon mailing.
8. Severability. Any provision of this Agreement which is found to be
unenforceable in any jurisdiction shall, as to such jurisdiction only, be
ineffective to the extent of such unenforceability, without invalidating or
otherwise affecting the remaining provisions hereof.
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9. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Virginia.
10. Successor and Assigns. The Consultant may not assign this Agreement
or any of its rights or obligations hereunder. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, personal representatives and successors.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal as
of the day and year first above written.
ATTEST: VIE de FRANCE CORPORATION
/s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxxx (SEAL)
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Name: Xxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx
Title: Secretary Title: President
WITNESS: FOOD INVESTORS CORPORATION
/s/ Xxxxxxxxx Xxxxxxxx By: /s/ Xxxx-Xxxxx Xxxxxxxx (SEAL)
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Name: Xxxxxxxxx Xxxxxxxx Name: Xxxx-Xxxxx Xxxxxxxx
Title: President Title: Chairman
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