Exhibit 10.15
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is made and
entered into as of this 31st day of July 1997, by and between CONNECTSOFT
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), and AMERICAN
UNITED GLOBAL, INC., a Delaware corporation ("AUGI"), each having an office at
00000 X.X. 00xx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, the Company has requested AUGI to provide, and AUGI has
agreed to provide, certain management and administrative services to the Company
pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. ENGAGEMENT OF AUGI. During the term of this Agreement, AUGI shall
provide to the Company certain management and administrative services
("Services"), as more fully described and defined below, as may be necessary or
desirable, or as the Company may reasonably request or require, in connection
with the business, operations and affairs of the Company. "Services" means and
includes, without limitation, the furnishing of advice, assistance and guidance,
and, where necessary, certain personnel and equipment to implement the same, in
connection with, among other things, the use of AUGI's management information
and accounting system, the preparation of all federal and state tax returns,
cash management, the administration of insurance and worker's compensation
programs, legal and employee benefit services and the preparation of payrolls.
2. TERM; TERMINATION. This Agreement shall commence as of the date
hereof and continue thereafter unless and until terminated by either party at
any time for any reason upon not less than thirty (30) days prior notice to the
other.
3. PAYMENTS TO AUGI. In consideration of the Services provided by AUGI
hereunder, the Company shall pay to AUGI fees equal to the sum of:
(a) the actual cost or fair rental value (as applicable and
appropriate) of any and all materials and equipment utilized in connection with
such Services;
(b) an hourly charge for the time spent by AUGI employees in
rendering the Services, which shall be equal to the hourly rate of compensation
then payable by AUGI to each such person (based on a 35-hour work week); and
(c) an allocable pro rata portion of AUGI's administrative,
overhead, office and related expenses for purposes of furnishing Services to the
extent not billed to the
Company directly.
Promptly following the end of each month and receipt of an appropriate statement
from AUGI with respect thereto, the Company shall pay such fees to AUGI.
4. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless AUGI against
and in respect of any and all claims, suits, actions, proceedings (formal or
informal), investigations, judgments, deficiencies, damages, settlements,
liabilities, and legal and other expenses (collectively, "Losses") as and when
incurred, arising out of, in connection with or based upon any act or omission,
or alleged act or alleged omission, by AUGI in connection with the acceptance
of, or the performance or non-performance by, AUGI of any of its Services under
this Agreement.
(b) AUGI shall give the Company prompt notice of any claim asserted
or threatened against AUGI on the basis of which AUGI intends to seek
indemnification from the Company as herein permitted; however, the obligations
of the Company under this Section 4 shall not be conditioned upon receipt of
such notice.
(c) Notwithstanding anything to the contrary contained in this
Section 4, the Company shall not be liable to indemnify AUGI in connection with
any claim to the extent that AUGI's actions or omissions relating thereto (i)
were not taken in good faith or not in a manner reasonably believed to be in, or
not opposed to, the best interests of the Company, (ii) exceeded the scope of
its authority as set forth herein, or (iii) constituted gross negligence or
willful misconduct on the part of AUGI.
(d) AUGI shall indemnify and hold harmless the Company against and in
respect any and all Losses, as and when incurred, arising out of or in
connection with any act or omission of AUGI constituting gross negligence or
willful misconduct in the performance or non-performance of Services.
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5. GENERAL.
(a) All notices, requests, demands and other communications required
or permitted under this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered or mailed by regular first-class
mail, in each case, however, only against receipt, or if mailed by first class
registered or certified mail, return receipt requested, addressed to the
parties, Attention: President or Secretary, at their respective addresses set
forth in the first page of this Agreement, or to such other person or address as
may be designated by like notice hereunder. Any such notice, etc. shall be
deemed to have been given on the date actually received, if personally delivered
or mailed by regular first-class mail, or on the second day after the date of
mailing, if mailed by registered or certified mail.
(b) Neither this Agreement nor any rights or obligations hereunder
may be transferred, assigned or delegated, in whole or in part, by any party
without each other party's prior written consent. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective legal representatives,
successors and assigns, but no other person or entity shall acquire or have any
rights under this Agreement.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Washington, without reference to conflict or
choice of laws principles.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
CONNECTSOFT COMMUNICATIONS CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President and CEO
AMERICAN UNITED GLOBAL, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
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