EXHIBIT 10.21
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ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is entered March
1, 2007 by and between iVoice, Inc., a New Jersey corporation, with its
principal office at 000 Xxxxx 00, Xxxxxxx, XX, 00000 ("iVoice"), and Xxxxxx
Pharmaceuticals, Ltd., a New Jersey corporation, with its principal office at
000 Xxxxx 00, Xxxxxxx, XX, 00000 (the "Company").
The Company is a wholly owned subsidiary of iVoice and has relied since its
inception upon various administrative services provided by iVoice.
iVoice intends to spin-off the Company in the form of a special
dividend to the present shareholders of iVoice (the "Spin-off"). This Spin-off
will occur following the effectiveness of a registration statement pursuant to
the Securities Act of 1933, as amended.
The Company desires to engage iVoice to continue after the Spin-off to
provide certain administrative services hereinafter described (the "Services"),
and iVoice desires to provide the Services, on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties hereto agree as follows:
1. Services
1.1 During the term of this Agreement, iVoice shall provide the
following Services to the Company:
a. Contract review
b. Issuing sales orders
c. Invoicing d. Collections
e. Review inventory records, warehousing reports, etc.
f. Manage employee records
g. Process payroll
h. Manage insurance coverages (health, liability, etc)
i. Accounts Payable
j. Accounts Receivable
k. Expense reimbursement
l. Vendor payments
m. Manage cash accounts
n. Maintain accounting records
o. Prepare periodic tax filings
p. Manage quarterly review and year-end audit in conjunction with
outside auditors
q. Office premises at the headquarters of iVoice.
1.2 iVoice shall perform the Services in a timely and efficient
manner, in accordance with all applicable laws, regulations and ordinances, and
shall assign to each of the Services substantially the same priority as assigned
to services of like category performed in its own operations.
1.3 The Administrative Services Agreement dated January 6, 2006 by and
between iVoice, Inc. and Xxxxxx Pharmaceuticals, Inc. is hereby terminated and
is superseded by this Agreement.
2. Term
2.1 The term of this Agreement shall commence at the date shall
commence on the date that the Company's Registration Statement on Form SB-2 is
declared effective by the Securities and Exchange Commission and the Company's
Class A Common Stock thereafter is distributed to the shareholders of iVoice,
Inc. and shall continue on a month to month basis, unless terminated by either
party by providing thirty (30) advance written notice to the non-terminating
party.
3. Fees
In consideration for the Services, the Company shall pay iVoice a
monthly fee of Four Thousand Dollars ($4,000) per month.
4. Obligations and Relationship
Both parties to this Agreement shall at all times act as independent
contractors and, notwithstanding anything contained herein, the relationship
established hereunder between the parties shall not be construed as a
partnership, joint venture or other form of joint enterprise. Except as
expressly authorized by a party hereto, no party shall be authorized to make any
representations or to create or assume any obligation or liability in respect of
or on behalf of the other party, and this Agreement shall not be construed or
constituting either party or the agent of the other party.
5. Limited Liability; Indemnification
5.1 iVoice shall not be liable to the Company for any loss, claim,
expense or damage, including indirect, special, consequential or exemplary
damages, for any act or omission performed or omitted by it hereunder so long as
its act or omission does not constitute fraud, bad faith or gross negligence.
iVoice shall not be liable to the Company for the consequences of any failure or
delay in performing any Services if the failure shall be caused by labor
disputes, strikes or other events or circumstances beyond its control and it
shall have provided prompt notice to the Company of its inability to perform
Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or in
the right of the Company) to which iVoice or any agent or employee of iVoice
performing Services
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hereunder (an "Indemnitee") was or is a party by reason of his or its
performance or non-performance of Services, the Company shall indemnify the
Indemnitee and hold the Indemnitee harmless from and against expenses,
judgments, fines and amounts paid (with the consent of the Company) in
settlement actually and reasonably incurred by the Indemnitee in connection
therewith if the Indemnitee acted in good faith and provided that the
Indemnitee's conduct does not constitute negligence or misconduct.
6. Confidentiality
Any and all information obtained by iVoice in connection with the Services
contemplated by this Agreement shall be held in the strictest confidence and not
disclosed to any other person without the prior written consent of the Company.
7. Notices
All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as duly
given on: (a) the date of delivery, if delivered in person against written
receipt therefor, or by nationally recognized overnight delivery service or (b)
five (5) days after mailing if mailed from within the continental United States
by postage pre-paid certified mail, return receipt requested to the party
entitled to receive the same:
If to iVoice: iVoice, Inc.
000 Xxxxx 00
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
And if to the Company: Xxxxxx Pharmaceuticals, Ltd.
c/o iVoice, Inc.
000 Xxxxx 00
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Any party may change its address by giving notice to the other party
stating its new address. Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.
8. Binding Effect
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties and their respective successors.
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9. No Third Party Beneficiaries
This Agreement is solely for the benefit of the parties hereto and shall
not confer upon third parties and remedy, claim, cause of action or other right
in addition to those existing without reference to this Agreement.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties with
respect to the subject matters covered hereby and supersedes any prior agreement
or understanding between the parties with respect to those matters.
11. Assignment; Amendment; Waiver
This Agreement may not be amended nor may any rights hereunder be waived
except by an instrument in writing signed by the party sought to be charged with
the amendment or waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
12. Governing Law
This Agreement shall be construed in accordance with and governed by the
laws of the State of New Jersey, without giving effect to the provisions,
policies or principles thereof relating to choice or conflict of laws.
13. Headings
The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
IVOICE, INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
President
XXXXXX PHARMACEUTICALS, LTD.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
President
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