Exhibit 10.3
MANAGEMENT AGREEMENT
This Agreement is made the 2nd day of January, 1995 by and between
1. Aramex International Limited, a Limited Liability Company duly organized
and existing under the laws of Hong Kong and having its registered office
at Room 1021 Sun Hung Kai Centre, 30 Harbour Road, Hong Kong, acting
through its Amman Regional Office at X.X.Xxx 000000 Xxxxx, Xxxxxx
(hereinafter referred to as "Aramex") of the one part, and
2. The "Company"
WHEREAS
A. Aramex is in the business of effecting and coordinating courier services
from country to country around the world and within certain countries under
the name of "Aramex" and has acquired a high level of skill and
technical expertise in the operation of courier service activities and the
provision of expedited door-to-door pickup and delivery services of
time-sensitive small packages, documents and cargo;
B. Aramex is the owner of certain trademarks, service marks and trade names
and has developed and perfected a system (hereinafter referred to as the
"Aramex System") for providing to the public expedited door-to-door pickup
and delivery services of time-sensitive small packages, documents and cargo
from country to country around the world and within certain countries under
the trade name of "Aramex";
C. Aramex is desirous of expanding the Aramex System, and maintaining high
standards of quality and service in connection with the same;
D. The Company desires to set up a division (hereinafter referred to as the
"Division") to provide in the Territory (as hereinafter defined) courier
services of the same distinctive nature and high quality and of the same
distinguishing characteristics as those established by Aramex, under and
using the same trademarks, service marks, color pattern and scheme, signs,
designs and other distinguishing characteristics of the Aramex System, as
established by Aramex, all in accordance with the standards of service
approved by Aramex and has therefore signed a License Agreement dated
January lst, 1995 (the License Agreement);
E. The Company wishes to benefit from and use the know-how, good world-wide
reputation and advanced methods of Aramex in operating the said Division
and therefore wishes to appoint Aramex to manage and operate the Division
upon the terms and conditions set forth hereinbelow;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
PREAMBLE
The preamble to this Agreement shall constitute part and parcel hereof.
ARTICLE 2
DEFINITIONS
Unless the context otherwise requires, in this Agreement the term:
(a) "Territory" shall mean the territory set out in Schedule 2
(attached hereto and mad part and parcel hereof).
(b) "Courier Services" shall mean the provision of expedited
door-to-door pickup and delivery services of time sensitive small packages,
documents and cargo.
(c) "Aramex Companies" shall mean Aramex and all other companies
operating under the Aramex System whether such companies are owned in whole
or in part by Aramex, controlled by it, or operates under any Aramex
license, franchise or other type of agreement.
ARTICLE 3
APPOINTMENT
3.1 The Company hereby appoints Aramex to manage the Division to conduct
Courier Services within the Aramex System, and Aramex hereby accepts such
appointment.
3.2 Aramex shall manage, control and supervise the entire operations of
the Division in the Territory including, without limitation, the provision Of
Courier Services, the control of all records and accounts, account books, bank
accounts and the operation of same, the appointments and hiring of accountants,
auditors, lawyers and employees and the dismissal thereof. The Company shall
not intervene and is not entitled to intervene or to object to any of same on
any ground.
ARTICLE 4
OBLIGATIONS OF THE COMPANY
The Company agrees and undertakes, at its own cost and expense, to
(a) Within one month of the date of this Agreement, effect the
establishment and/or registration, in accordance with the Laws of the
Territory, of the Division in the Territory specializing in performing the
Courier Services.
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(b) Within one month of the date of this Agreement, obtain and secure
from the competent authorities of the Territory all and whatever
registrations, licenses, permits and agreements of whatsoever nature that
are or may become necessary, required or desirable to enable Aramex to
carry out its obligations hereunder in a legal and undisturbed manner.
(c) Obtain and secure all and whatever entry visas, work permits and
the like required for the personnel of Aramex.
(d) Maintain all of the above mentioned registrations, licenses,
permits, agreements, entry visas and work permits legal, valid and in force
and effect as may be required and in accordance with the laws in force in
the Territory.
(e) Liase on behalf of Aramex with whatever government departments
and all other official bodies including customs, aviation and government
ministries, as may be required by Aramex from time to time.
(f) Refrain, throughout the term hereof, from entering into contracts
or dealings -with any other party, which contracts or dealings may compete
with or negatively affect the operations of Aramex and the Division.
(g) Comply with all local, state, and federal laws, ordinances, rules
and regulations pertaining c, to the Division and its operations.
(h) Use every reasonable means to encourage the use of the Aramex
System and the Courier Services provided thereby.
(i) Generally do all acts and things and provide Aramex with all
information as may be required by Aramex from time to time to promote and
facilitate its operations in the Territory.
ARTICLE 5
OBLIGATIONS OF ARAMEX
5.1 Aramex undertakes to perform all its obligations hereunder to the best
of its ability in a manner which is best for both parties.
5.2 Aramex undertakes to appoint and hire competent people capable of
performing their duties in the best manner and in case some employees are found
not to be so competent and capable to replace them by others.
5.3 Throughout the term of this Agreement, Aramex undertakes not to
contract or deal with third parties in the Territory for the performance
of,similar operations.
5.4 Aramex shall.not be responsible for any liabilities or losses made or
incurred by the Division as a result of the implementation of this Agreement.
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5.5 Aramex shall appoint ____________________ as the Division's General
Manager and ___________________ the Division's Assistant General Manager to work
in managing the Division under the direction and instructions of Aramex.
ARTICLE 6
COMPENSATION
Aramex shall provide its services pursuant to this Agreement at charge
to the Company.
ARTICLE 7
TRADE NAME "ARAMEX"
7.1 It is understood and agreed by and between the parties that "Aramex"
is a trade name, service xxxx and/or a trademark fully owned and registered in
the name of Aramex and/or Aramex Companies in several countries around the
world. Aramex hereby authorizes the Division to use its registered trade name,
service xxxx and trademark "Aramex" only in relation to the Courier Services of
the Division and only for the duration of this Agreement. The Company
undertakes to use the trade name, service xxxx and trademark "Aramex" only in
relation to said Division and to protect, defend and prohibit its use by third
parties. The Company warrants and undertakes not to use said trade name,
service xxxx and trademark in any way whatsoever after the termination of this
Agreement.
7.2 This Article 7 also applies to the symbol and colors of "Aramex" which
appear in Schedule I (attached hereto and made part and parcel hereof).
ARTICLE 8
NON DISCLOSURE
Unless otherwise compelled by law, the Company may not, whether during the
term of this Agreement or thereafter, disclose to any third party any
information relating to the Aramex System, the Courier Services, the contents of
this Agreement and generally the business and operations of Aramex.
ARTICLE 9
TERM AND TERMINATION
9.1 This Agreement shall, subject to the terms of this Article 9, commence
on the date first above written and shall continue for a period of two (2)
years.
9.2 This Agreement shall terminate forthwith and without notice upon the
occurrence of any of the following events:
(a) The dissolution, liquidation or bankruptcy of the Company, or the
marshaling or assignment of its assets for the benefit of creditors or
other similar events.
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(b) The enactment or proclamation of any legislation, statue, law,
decree or order in the Territory or elsewhere which in the opinion of
Aramex makes it unlawful or impossible to perform any of the obligations of
this Agreement.
(c) A change in the management or ownership of the Company which
would diminish Aramex's ability to perform its obligations embodied in this
Agreement.
(d) The Company acquires any interest, whether by way of holding
shares directly in its own name or otherwise, in any company or entity
competing with Aramex or represents, whether directly or indirectly, any
other company or entity whose business or any part thereof competes with or
constitutes a conflict of interest In any way whatsoever with that of
Aramex.
(e) The Company violates Article 7 and 8 of this Agreement.
9.3 Aramex may also terminate this Agreement without notice if the Company
has failed or refuses to obtain the necessary permits, authorizations and visas
or has refused to submit the management of the Division to Aramex pursuant to
Article 3 above, within a period not exceeding one (1) month after the signing
of this Agreement, or in the event that the Company has failed or refuses to
extend/renew such permits, licenses, authorizations or visas within a period not
exceeding fifteen (15) days after the date that such extension/renewal ought
to have been done.
9.4 Without prejudice to all of the above, Aramex may terminate this
Agreement at any time if the Company commits and allows to be committed a breach
of any of its obligations under this Agreement, and, if the breach is capable of
remedy, has not remedied it within thirty days of written notice being given
requiring this to be done. Any such termination shall be effective immediately
upon giving a simple notice in writing to the Company.
9.5 Upon the expiration or the termination of this Agreement as provided
herein, this Agreement shall not be renewed except by the written agreement of
both parties, it being expressly understood and agreed that neither party has
entered into this Agreement with the expectation of or in reliance upon its
renewal or extension.
9.6 Upon the expiration or termination of this Agreement or any extension
hereof, Aramex shall not be liable to the Company for any indemnities,
compensations, damages, expenses or loss of profits or prospective profits
whatsoever and of any kind whether based on clientele created, relations
established or expenses incurred or sustained or arising out of or as a
consequence of such expiration or termination. Any and all claims or rights to
all such indemnities, compensations, damages, expenses or loss of profits or
prospective profits, if any, are hereby irrevocably and unconditionally
relinquished and waived by the Company.
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9.7 In the event that this Agreement is terminated in any way, the Company
hereby undertakes not to use the name, term, trade name, service xxxx and
trademark "Aramex" or the logo thereof in any way whatsoever.
9.8 Should the Company breach any of the terms of this Agreement then it
shall be responsible for all damages and expenses incurred as a result of said
breach, whether or not such breach results in termination.
ARTICLE 10
BALANCE SHEETS AND BANK ACCOUNTS
10.1 The Division shall have an independent annual balance sheet duly
audited and Aramex shall duly appoint the account auditors.
10.2 Aramex shall have the right to open and maintain bank accounts for the
Division in its name at authorized banks. These accounts shall be controlled
fully by Aramex or by any person or party delegated by Aramex for that purpose,
and the right to operate such accounts and sign thereon shall rest in the person
appointed by Aramex for that purpose.
ARTICLE 11
GENERAL PROVISIONS
11.1 COMPLETE AGREEMENT
This Agreement and its schedules represent the complete agreement and
contract between the parties hereto and supersede and cancel any and all
previous agreements, contracts and arrangements between the parties hereto.
11.2 AMENDMENT OF AGREEMENT AND WAIVER
(a) Any amendment to or alteration of any of the provisions or
conditions of this Agreement shall not be valid or effective unless made in
writing and signed by both parties.
(b) Any indulgence or allowance granted by any of the parties hereto
to the other in regard to any one or more of the provisions or conditions
hereof shall not constitute in any way whatsoever an amendment to or
alteration of any of the provisions or conditions hereof and shall in no
way be construed as a waiver of any of the rights or obligations of the
parties hereto hereunder.
11.3 BINDING EFFECT
The terms and conditions of this Agreement shall extend to, be binding
upon, and inure to the benefit of the heirs, successors, administrators, legal
representatives, and permitted assigns of the respective parties hereto.
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11.4 NOTICES
All notices to be given by any party hereto to another party in connection
with this Agreement shall be given in writing in english. Such notices must be
given by registered mail, telex or telefax, to the addresses set out in Schedule
2 or to such other address as the party to receive such notice shall designate
by written notice to the other party. The effective date of any notice shall be
the date on which it is actually received by the addressee.
11.5 FORCE MAJEURE
In the event of any failure or delay in the performance of this Agreement
by any party due to war, civil commotion, labor dispute, fire, natural disaster
or any other cause whatsoever beyond the control of such party (each hereinafter
call a "Force Majeure Event"), the party so affected shall not be liable for
such failure or delay or for the results thereof. Upon the occurrence of any
Force Majeure Event the party being affected shall, without delay, notify in
writing the other party of the nature and effects of such force Majeure Event,
and the parties shall meet and discuss appropriate or necessary actions to be
taken to deal with the situation.
11.6 ASSIGNMENT
(a) The Company shall not assign or otherwise transfer its interest
in this Agreement and/or its obligations hereunder or any part thereof
without obtaining the prior written consent of Aramex.
(b) Aramex may without prior consent sell, assign or otherwise
transfer its interest in this Agreement and/or its obligations hereunder or
any part thereof to any one of the Aramex Companies.
11.7 GOVERNING LAW
The validity, construction, interpretation and enforceability of this
Agreement shall be governed in all aspects by English Law.
11.8 SETTLEMENT OF DISPUTES
Without prejudice to Aramex's right to institute legal proceedings against
the Company in any other jurisdiction, all disputes arising out of or in
connection with this Agreement shall be finally settled under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules. The venue of
arbitration shall be Cyprus.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed in two counterpart originals as of the date first written above.
FOR AND ON BEHALF OF LICENSOR
-----------------------------
Name:
Title:
FOR AND ON BEHALF OF LICENSEE
-----------------------------
Name:
Title:
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SCHEDULE I
ARAMEX LOGOS
SCHEDULE 2
ARTICLE
2(a) Territory:
11.4 Notices
To the Company
To Aramex:
The Managing Director
Aramex International Limited
X.X.Xxx 000000
Xxxxx Xxxxxx
Tel. 603192
Telefax 687451
Telex 23129 Aramex JO
