EXECUTION COPY
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of July ___,
1997, by and between Centerpost Innovations Pty. Ltd. ACN 000-000-000, a limited
company organized under the laws of New South Wales, Australia ("Centerpost"),
and Australian Software Innovations (Services) Pty. Ltd. ACN 000-000-000, a
corporation organized under the laws of New South Wales, Australia ("ASI").
In consideration of the promises and covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Centerpost and ASI agree as follows:
1. SERVICES. ASI hereby agrees that, during the Term (as defined below),
it shall make available to Centerpost the services of Eng X. Xxx ("Xxx"), the
current managing director of ASI. Centerpost hereby engages ASI for the Term to
make such services available and engages Xxx for the Term, as an independent
contractor to Centerpost, to perform the duties pertaining to the office of
managing director of Centerpost.
2. TERM. The term of this Agreement (the "Term") shall commence on the
date of this Agreement and continue through and expire on the first anniversary
thereof, unless earlier terminated as permitted herein. The Term shall be
automatically renewed for successive additional periods of one year, unless the
Term is terminated pursuant to Section 4 below or unless either Centerpost or
ASI provides written notice to the other party hereto of its desire not to renew
at least ninety days in advance of the end of the then-current Term.
3. CONSIDERATION. As consideration for the services to be provided by
ASI and Xxx, Centerpost shall pay to ASI the annual sum of Two Hundred Thousand
Australian Dollars per year, payable in monthly installments. ASI and Xxx shall
be responsible for the payment of any taxes or other assessments on such
consideration.
4. TERMINATION. Either party may terminate this Agreement for cause
provided that the complaining party shall provide at least fifteen (15) days'
written notice to the breaching party specifying the nature and, so far as then
known, the extent of the breach and the action required to correct the breach.
The breaching party shall be afforded fifteen (15) days (or such additional time
as the complaining party may determine, as confirmed in writing, to be
reasonable) to cure the breach or, as determined by the complaining party, to
achieve substantial cure if a complete cure cannot be reasonably effectuated
within the designated period. If the breach remains uncured at the expiration
of the designated period, this Agreement may be terminated by written notice
given by the complaining party at any time while the breach remains uncured
thereafter, and such termination shall be effective as of the date of such
notice or such later date as may be provided therein.
5. NOTICES. Except when actual receipt is expressly required by the
terms hereof, all notices and demands required or permitted under this Agreement
shall be in writing and shall be deemed to have been given or delivered:
(i) when delivered in person to the intended recipient, (ii) upon receipt of a
confirmation of a facsimile transmission to the intended recipient, or
(iii) after deposit in the United States or Australian mail in a sealed envelope
or container, either registered or certified mail, return receipt requested,
postage prepaid, addressed by name and address to the intended recipient as
follows:
To Centerpost: Centerpost Innovations Pty. Ltd.
c/o Sento Technical Innovations Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxx, Xxxx 00000
Attn: Xxxxxx X. Bench, President
Telecopier: (000) 000-0000
To ASI: Australian Software Innovations (Services) Pty Ltd
00 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx XXX 0000
Attn: Eng Xxx, Managing Director
Telecopier: 00-0-000-0000
6. MISCELLANEOUS.
(a) CONSTRUCTION PRINCIPLES. The headings and underlined Section
titles set forth in the text of this Agreement are for guidance only and shall
have no significance in the interpretation of this Agreement. When this
Agreement refers to a Section by number or letter without further
identification, the reference shall be construed as pertaining to the
corresponding Section of this Agreement unless the context clearly requires
reference to another instrument, agreement or document.
(b) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the specific subject matter
hereof, and this Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter. Notwithstanding the
above, the parties acknowledge the existence as separate agreements and
obligations of the Consulting Agreement and the Consulting Agreement (II), both
dated as of the date hereof between Sento Technical Innovations Corporation and
Xxx.
(c) WAIVER, MODIFICATION OR CANCELLATION. Any waiver, alteration or
modification of any of the terms of this Agreement or cancellation or
replacement of this Agreement shall not be valid unless in writing and signed by
the parties.
(d) WAIVER OF BREACH. The waiver by Centerpost of any breach of any
provision of this Agreement by ASI shall not operate or be construed as a waiver
of any subsequent breach by ASI.
(e) SEVERABILITY. In the event that any condition, covenant or other
provision herein contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement and shall in no way affect any other covenant or condition herein
contained. If such condition, covenant or other provision shall be deemed
invalid due to its scope or breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law.
(f) NON-EXCLUSIVITY OF REMEDIES. Except as specifically provided
herein, the rights and remedies of the parties hereto shall not be mutually
exclusive, and the exercise of one or more of the provisions of this Agreement
shall not preclude the exercise of any other rights or remedies provided for by
this Agreement or by law, equity, statute or otherwise. Each of the parties
confirms that damages at law may be an inadequate remedy for a breach or
threatened breach of any of the provisions hereof.
(g) GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of New South Wales, Australia, without reference to its choice of
law provisions.
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IN WITNESS WHEREOF, Centerpost and ASI have duly executed and delivered
this Agreement as of the date first written above.
"CENTERPOST":
THE COMMON SEAL of CENTERPOST INNOVATIONS PTY. LTD.
ACN 000-000-000, a limited company organized
under the laws of Australia was hereunto
affixed in accordance with its articles of
association in the presence of:
_________________________ ______________________________
Signature of Director Signature of Director/Secretary
_________________________ ______________________________
Print Name Print Name
_________________________ ______________________________
Office Held Office Held
"ASI":
THE COMMON SEAL of AUSTRALIAN SOFTWARE
INNOVATIONS (SERVICES) PTY. LTD
ACN 000-000-000, a limited company organized
under the laws of Australia was hereunto
affixed in accordance with its articles of
association in the presence of:
_________________________ ______________________________
Signature of Director Signature of Director/Secretary
_________________________ ______________________________
Print Name Print Name
_________________________ ______________________________
Office Held Office Held
