EXHIBIT 10.7
MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 2nd day of October, 2000 by and between:
Global Industrial Services, Inc. of 14th Floor- 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
a corporation incorporated pursuant to the laws of the State of Nevada
(herein called "GIS")
OF THE FIRST PART
AND
ST. XXXXXX CAPITAL CORP., of Xxxxx 000- 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
a corporation incorporated pursuant to the laws of the Province of
British Columbia
(herein called "STGCC")
OF THE SECOND PART
WHEREAS GIS desires office and management services to conduct its
day-to-day business and operations and STGCC is able to provide
these services to GIS as set out herein.
NOW THEREFORE the parties hereto agree as follows:
1.0 TERM
1.1 This Agreement, unless otherwise terminated under the terms
and conditions of this Agreement, shall be for a period of
two (2) years from the date of execution of this Agreement
and the same shall be automatically renewed for additional
periods of one (1) year each, unless terminated pursuant to
paragraph 4 herein.
2.0 MANAGEMENT FEES
2.1 STGCC will invoice GIS at the end of each calendar month for
that month's services. The invoice will be for a sum of $15,000
per month payable in U.S. Dollars plus all and any taxes if
applicable, including G.S.T.
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2.2 The invoices will be due and payable by GIS upon receipt.
STGCC may charge GIS interest at bank prime rate +3% for any
and all outstanding invoices or payments.
3.0 SERVICES TO BE PROVIDED BY STGCC
3.1 STGCC hereby undertakes to provide financial consulting,
management services and all secretarial, phone answering,
copying services to GIS. In addition STGCC will provide GIS
with telephone, long distance telephone, Internet, fax,
dealing with the Transfer Agent. These services will be
provided during normal office hours of STGCC.
4.0 TERMINATION
4.1 This Agreement shall terminate upon the expiration of the
Term and renewed terms set out above subject to earlier
termination as set out in paragraph 4.2 below.
4.2 At any time, either party may terminate this Agreement by
sixty- (60) days written notice to the other.
5.0 ARBITRATION
5.1 Any dispute, difference or question which may arise at any
time hereinafter among the Parties touching on the true
construction of this Agreement and the respective rights and
obligations of the parties hereto to the other shall be referred
to and settled by binding arbitration under the laws of the
Province of British Columbia. No arbitration shall be commenced
until the aggrieved party shall send to the other party a written
notice describing the problem and stating a proposed solution
("Settlement Notice"). For Twenty-One (21) days after the sending
of the Settlement Notice, the parties shall try to settle the
dispute in good faith. During this Twenty One- (21) day
settlement period, each party shall send to the other an
additional written notice with further proposal for resolving the
dispute and responding in detail to the last proposal of the
other party. The contents of the Settlement Notice and of all
discussions and writings during the Twenty One (21) day
settlement period shall be without prejudice and shall be
privileged as settlement discussion and may not be used in any
legal proceedings or arbitration. The place of arbitration shall
Vancouver, British Columbia. One impartial arbitrator shall be
appointed under the appropriate British Columbian laws. Judgement
on the Arbitral award may be entered in any court in British
Columbia or in any court having jurisdiction.
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The parties hereby waive all defences as to personal
jurisdiction, venue and sovereign immunity from attachment,
exception and jurisdiction in any proceeding to confirm or enforce
the award. The laws of the Province of British Columbia shall govern
all issues during the arbitration. The decision of the Arbitrator
shall be final and binding on the parties herein.
6.0 GENERAL
6.1 This Agreement contains the entire agreement of the parties
hereto and replaces any prior written or oral agreements
between them concerning the subject matter contained herein.
There are no representations, agreements or understandings,
oral or written, between the parties hereto or with any
third parties, relating to the subject matter contained in
this Agreement, which are not fully expressed herein, and
this Agreement, or any part thereof, can only be modified by
a written instrument executed by all of the parties hereto.
6.2 Any provision of this Agreement which is declared unlawful
or unenforceable by a Court of competent jurisdiction shall
not affect any other provision herein.
6.3 A waiver or breach of any provision of this Agreement shall
not constitute a waiver or breach of any other provision and
the balance of the Agreement shall remain in full force and
effect.
6.4 This Agreement shall be binding and enure to the benefit of
the heirs, personal representatives, successors and
permitted assigns of the parties hereto.
6.5 This Agreement shall be governed by and be interpreted in
accordance with the laws of the Province of British
Columbia.
6.6 This Agreement shall not be assigned or otherwise amended,
changed or modified or any provision thereof waived or
discharged except by the written consent of the parties
hereto.
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The parties hereto have executed this Agreement as of the day and
year first written above.
Global Industrial Services, Inc.
Per:/s/ Xxxxx Xxxxx
St. Xxxxxx Capital Corp.
Per: /s/ Xxxx Xxxxxxx
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