Exhibit 10.18
DIRECT CHARGE ADMINISTRATIVE SERVICES AGREEMENT
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THIS AGREEMENT, dated as of this 31 day of March, 1997, by and between
XL VISION, INC., a Delaware corporation, ("XL Vision") and MICROVISION
MEDICAL SYSTEMS, INC., a Delaware corporation, ("MicroVision").
WITNESSETH:
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WHEREAS, XL Vision is providing MicroVision with
certain administrative support services; and
WHEREAS, XL Vision and MicroVision have agreed to enter
into an Administrative Services Agreement to reflect the
parties' respective rights and obligations.
NOW, therefore, the parties hereto, in consideration of
their mutual covenants and intending to be legally bound,
hereby agree as follows:
1. XL Vision agrees to provide (either directly or
indirectly through its subsidiaries) to MicroVision for
the term specified herein, administrative support
services and access to the broad management experience
of the corporate management staff of XL vision. Such
services shall be substantially those heretofore
provided by XL Vision to MicroVision, including without
limitation, consultation in regard to general
management, investor relations, financial management,
human resources management, legal services, insurance
programs administration, audit administration, tax
research and planning, and preparation of federal and
state income tax returns. Nothing herein shall be
construed to require XL Vision to provide any services
under this Agreement which cannot reasonably be
provided by XL Vision's management and corporate staff.
2. In consideration of the services to be rendered by XL
Vision under this Agreement, MicroVision shall pay to
XL Vision costs which shall be based on the individual
personal rates and which such hours shall be billed at
the end of each month.
3. MicroVision recognizes that XL Vision has heretofore
provided, or has made arrangements for, certain other
services and benefits for MicroVision and has incurred
certain obligations of MicroVision and that XLVision
may continue to provide, or make arrangements for,
certain of such services and benefits and may incur
guarantees of obligations of MicroVision. The
foregoing may involve, among other things, various
types of insurance programs; various legal, accounting
and other
matters requiring outside professional
services or in-house services by XL Vision personnel
(including but not limited to legal and accounting
services) which are not in the ordinary course; and
guarantees of obligations. To the extent XL Vision
continues to incur obligations for MicroVision at
MicroVision's request in connection with such services
and benefits, MicroVision shall pay to XL Vision or to
the provider of such services, in addition to the fees
provided in Paragraph 2 of the Agreement, the actual
and identifiable costs of such services and benefits,
or in those cases where actual costs cannot be
identified, MicroVision's proportionate share of such
benefits and services, and the sums necessary to
discharge, repay or to otherwise compensate XL Vision
for any obligations incurred by XL Vision in connection
therewith. XL Vision shall submit to MicroVision a
monthly statement of all such sums due in accordance
with the provisions of this Paragraph and each such
statement shall be paid by MicroVision within 30 days
after the delivery of such statement to MicroVision.
4. This Agreement shall be effective retroactive to
January 1, 1997 and shall extend on a month to month
basis. Termination of this agreement can be made by
either party to the other party with no less than 30
days prior written notice.
5. Nothing herein shall be construed to relieve the
directors or officers of MicroVision from the
performance of their respective duties or limit the
exercise of their powers in accordance with the
Certificate of Incorporation or By-Laws of XL Vision,
any applicable provisions of the Corporation Law of the
State of Delaware, or otherwise. The activities of
MicroVision shall at all times be subject to the
control and direction of its Board of Directors and
Officers.
6. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter
hereof and may not be amended or modified except by the
written agreement of the parties hereto.
7. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective
successors. Nothing in this Agreement, expressed or
implied, is intended to confer on any other person
other than the parties hereto, or their respective
successors, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
8. This Agreement and any rights or obligations pursuant
hereto shall not be assignable by either party without
prior written consent of the other party.
9. Nothing in this Agreement shall be deemed to constitute
the parties hereto joint venturers, partners or
participants in an unincorporated business or other
separate entity.
IN WITNESS WHEREOF, XL Vision, Inc. and MicroVision
Medical Systems, Inc. have caused this Agreement to be
executed in their respective corporate names by an officer
thereunto duly authorized, all as of the date first above
written.
ATTEST: XL VISION, INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President and COO
ATTEST: MICROVISION MEDICAL SYSTEMS, INC.
/s/ Xxxxx X'Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Chief Executive Officer
