EXHIBIT 10.24
ADMINISTRATIVE SERVICES AGREEMENT
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THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into as of the ____ day
of ___________, 1996, between NU SKIN ASIA PACIFIC, INC., a Delaware corporation
(the "Company" or "NSA"), and NU SKIN INTERNATIONAL, INC., a Utah corporation
("NSI").
WITNESSETH:
WHEREAS, the Company wishes NSI to perform certain administrative services
("Administrative Services"), all of which to be performed in accordance with the
terms hereof; and
WHEREAS, NSI wishes to perform the Administrative Services, subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which hereby is
acknowledged, the parties hereby agree as follows:
ARTICLE 1
Administrative Services
1.1 Duties. NSI agrees to perform various Administrative Services which
shall include: (i) entering into Licensing and Sales Agreements with the
Company's Subsidiaries; (ii) administering certain distributor stock option
plan(s); and (iii) providing management and technical support services. NSI
agrees to perform the Administrative Services in a commercially reasonable
manner and in accordance with industry practices and geographical customs.
ARTICLE 2
Terms of Payment
2.1 Contract Price. In consideration for NSI's performance of the
Administrative Services and the delivery of a promissory
note in the amount of ($________) pursuant to the 1996 Option Agreement between
NSA and NSI dated __________ __, 1996 (the "Option Agreement"), the Company
shall issue to NSI an option to purchase 1,605,000 shares of NSA stock (the "NSA
Stock"). Such option shall have the terms and conditions that are described in
the Option Agreement.
ARTICLE 3
Term of Agreement
3.1 Term. This Agreement shall be effective from the date hereof and
shall automatically terminate on _____________, 19__, unless it is renewed,
extended, or modified by a written agreement signed by both parties hereto, or
is earlier terminated as provided for herein.
3.2 Early Termination. NSA shall have the sole power to determine whether
NSI is performing the Administrative Services in accordance with and pursuant to
this Agreement. If NSA determines, in its sole discretion, that NSI is
materially failing to perform the Administrative Services, NSA shall provide NSI
written notice of such failure to perform. If NSA determines that NSI has
failed to correct such deficient performance within ninety (90) days after
receipt of such notice, NSA may declare this Agreement to be terminated.
3.3 Survival of Certain Articles. The parties agree that notwithstanding
any termination of this Agreement pursuant to Sections 3.1 and 3.2 hereof,
Article 5 shall survive any such termination and shall remain in full force and
effect.
ARTICLE 4
Excuse for Non-Performance
4.1 Force Majeure. Any failure by NSI to perform, or delay in timely
performance of, the Administrative Services hereunder shall be excused, if and
to the extent prevented or delayed by strike, act of God, governmental action,
accident or any other
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condition beyond NSI's reasonable control NSI agrees to resume performance of
the Administrative Services as soon as practicable following cessation of such
force majeure condition.
ARTICLE 5
Records
5.1 Records. NSI will maintain appropriate records as to the
Administrative Services rendered hereunder. NSI will keep such records
throughout the term of this Agreement, which records shall be available for
inspection by the Company at the Company's request upon reasonable prior notice
during normal business hours. At the termination of this Agreement, copies of
all such records shall be given to the Company at its request.
ARTICLE 6
Miscellaneous
6.1 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
6.2 Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Utah.
6.3 Entirety; Amendment. This Agreement, including the Schedules hereto,
represents the entire agreement between the parties and may only be amended by
an instrument in writing executed by the parties or their permitted assignees.
6.4 Section Headings. Section and Article headings are for reference
purposes only and shall not affect the interpretation or meaning of this
Agreement.
6.5 Notices. All notices pursuant to this Agreement shall be in writing,
except as provided herein. Notices in writing shall be sufficient if hand
delivered or mailed by first class mail, postage prepaid, or sent by
telecommunication to the attention of the person listed below and to the party
intended as the recipient
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thereof at the address of such party set forth below, or at such other address
or to the attention of such other person as such party shall have designated for
such purpose in a written notice complying as to delivery with the terms of this
Section.
NSI: Nu Skin International, Inc.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
The Company: Nu Skin Asia Pacific, Inc.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
6.6 No waiver of performance. Failure by either party at any time to
require performance by the other party or to claim breach of any provision of
this Agreement will not be construed as a waiver of any right accruing under
this Agreement, nor affect any subsequent breach, nor affect the effectiveness
of this Agreement or any part hereof, nor prejudice either party as regards any
subsequent action.
6.7 Counterparts. 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.
6.8 No Partnership. The parties are acting hereunder as independent
contractors and no partnership or joint venture is intended to be created
hereby. NSI is retained only for the purposes and to the extent set forth in
this Agreement. As such, NSA shall not be responsible for the payment of any
taxes, benefits, workers' compensation or unemployment compensation to NSI or
NSI's employees. NSA is interested only in the results to be obtained under
this Agreement. The manner and means of conducting the services are under the
sole control and in the sole discretion of NSI.
6.9 Severability. To the extent that any provision of this Agreement is
(or in the opinion of counsel mutually acceptable to both parties would be)
prohibited, judicially invalidated or otherwise rendered unenforceable in any
jurisdiction, such provision shall be deemed ineffective only to the extent of
such
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prohibition, invalidation or unenforceability in that jurisdiction, and only
within that jurisdiction. Any prohibited, judicially invalidated or
unenforceable provision of this Agreement will not invalidate or render
unenforceable any other provision of this Agreement, nor will such provision of
this Agreement be invalidated or rendered unenforceable in any other
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have respectively caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
NU SKIN INTERNATIONAL, INC.
By:
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Title:
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NU SKIN ASIA PACIFIC, INC.
By:
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Title:
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