EXHIBIT 10.13
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SERVICES CONTRACT MADE BY AND BETWEEN GRUPO FARIMEX, S.A. de C.V., REPRESENTED
HEREIN BY ITS LEGAL REPRESENTATIVE, XXXX XXXXXXX XXXXXXXX SEPTIEN, HEREINAFTER
CALLED THE "PROVIDER", PARTY OF THE FIRST PART, AND SINTESIS XXXXX, X.X. de
C.V., REPRESENTED BY ITS LEGALLY-EMPOWERED REPRESENTATIVE, XXXXXXXX XXXXXXX
XXXXXXX, HEREINAFTER CALLED THE "CLIENT", PURSUANT TO THE FOLLOWING DECLARATIONS
AND CLAUSES:
DECLARATIONS
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Xxxx Xxxxxxx Xxxxxxxx Septien declares:
1. That his principal, the PROVIDER, is a corporation organized and existing
under Mexican law, and that its corporate purpose is to provide all kinds
of advisory and consulting services to the senior management of industrial
and commercial entities, it having the required staff therefor, and is
accordingly qualified to provide the subject services of the present
contract.
2. That the authority required for making the within contract on behalf of
his principal has not been revoked as of the present date.
Xxxxxxxx Xxxxxxx Xxxxxxx declares:
3. That his principal, the CLIENT, is a corporation organized and existing
under Mexican law, and that its corporate purpose is, among other things,
to manufacture, formulate, produce, import and export all kinds of raw
materials for the manufacturing of medications.
4. The CLIENT is fully acquainted with the PROVIDER's organization and its
material and human resources for rendering consulting services in the
following areas: Business strategy, government relations, financial,
accounting and business management, internal auditing, legal affairs,
human resources, procurement, data processing, import and export traffic.
5. That the authority required for making the within contract on behalf of
his principal has not been revoked as of the present date.
6. That accordingly, the CLIENT is interested in contracting the services of
the PROVIDER in those activity areas referred to in the preceding
declarations.
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In view of the foregoing, the parties hereto stipulate the following
CLAUSES:
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FIRST.- The PROVIDER undertakes to furnish the CLIENT with the services required
by the latter in those areas set forth in declaration fourth above, as well as
in any other service area that may be connected therewith, whenever requested by
the CLIENT within the context of the within contract.
SECOND.- The PROVIDER agrees, if so requested by the CLIENT, to provide and
render the services referred to in the preceding clause directly to the CLIENT
at its domicile located at Xxxxxxx Xxx Xxxxxx Xx. 00, Xxxxxx Xxxxxxxxxx Xxxxx,
Xxxxx xx Xxxxxxx, XX 52000, Estado Mexico, or else at any such premises that may
be advised or requested by the CLIENT, even if such premises are owned by third-
parties, provided that such services are of the same kind as constitute the
subject matter of the present contract.
THIRD.- The services which the PROVIDER will render the CLIENT shall be
furnished with the CLIENT's own human and material resources, but in no way or
manner shall the said services carry with them a delegation of decision-making
or management powers, nor of any powers inherent in the operation of the
company, which powers shall in all cases remain vested in and with the CLIENT.
FOURTH.- As consideration for the services to be provided in accordance with
Clause First by the PROVIDER to the CLIENT, the latter shall pay the former a
fee that will come to the sum of One Hundred Seven New Mexican Pesos (NM$107.00)
per hour for the rendering of the said services. This fee shall be
reviewed/revised semi-annually, and what is agreed to by the parties shall be
appended hereto as a rider.
FIFTH.- For purposes of determining the amount of the consideration under the
terms of Clause Fourth above, the PROVIDER undertakes to maintain an accounting
system that will reasonably allow for determining the amount of direct and
indirect operating costs incurred for the providing of the services.
The direct and indirect operating costs referred to in this clause do not
include payment of taxes, notarial fees, travel, meals or other costs of a
similar nature that might be incurred on behalf of the CLIENT, and for such
reason, these types of costs shall be absorbed directly by the CLIENT,
notwithstanding those incurred by the PROVIDER's staff. Said staff shall
request that the appropriate expense voucher be marked or made out in the name
of the CLIENT, to whom the respective expense report will have to be submitted
in accordance with the policies and procedures established by the CLIENT, who
will have to authorize said report, with a copy to the PROVIDER. Likewise, the
direct and indirect costs referred to in this clause do not include financing
interest or costs that are incurred or may be incurred by the PROVIDER, but on
the other hand, those costs or expenses which may have been incurred as of the
end of a fiscal or business year will be included, even if they have not been
paid in full.
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SIXTH.- The sum which as consideration the CLIENT is obligated to pay the
PROVIDER shall be determined by the latter depending on the amount of the
operating costs. The CLIENT shall deliver a monthly advance on account of the
services, taking the average of the last two months as a basis; such advance
shall be delivered within the first ten (10) days of the month.
SEVENTH.- The PROVIDER undertakes to put forth its best efforts to render the
services efficiently, continuously, responsibly and diligently.
EIGHTH.- The PROVIDER agrees to maintain confidential any and all documents and
information received from the CLIENT at the latter's business domicile.
NINTH.- During the life of this contract, the PROVIDER shall have full
responsibility for the efficient rendering and execution per se of the subject
services, and therefore the PROVIDER shall be solely responsible and answerable
to the CLIENT for the rendering of the services described in Clause First, it
being authorized for such purpose to send such persons as it may designate to
the CLIENT's facilities, or to such places where the activities are being
conducted, or to any other place agreed to by the parties, for the purpose of
having the services rendered properly and adequately.
TENTH.- It is duly understood that the PROVIDER shall pay all contributions,
taxes and fees which under law may be assessed on its business, and that the
CLIENT is not nor will be responsible for any acts that may be committed by the
PROVIDER or by its employees during the rendering of the services hereunder. It
is likewise expressly understood that the PROVIDER has the status of employer
insofar as concerns the personnel under its control and direction, and through
whom the services will be rendered, and that it has its own sufficient means for
meeting all corresponding labor-related obligations, and that this contract does
not grant any status of representative or intermediary to the CLIENT.
ELEVENTH.- Both parties agree that each shall be responsible for any labor or
labor-related obligations deriving from the relationship existing with their
respective employees, and in no case and for no reason may the employees of any
of the parties consider the other as an employer. For such purpose, the
PROVIDER undertakes to enter into written employment agreements with its own
employee-workers, which agreements clearly state that the PROVIDER is the only
employer which the worker recognizes, and agrees that no contractual
relationship exists between he or she (the worker) and the CLIENT, who shall be
considered totally disconnected from any such labor agreement made.
TWELFTH.- The within contract shall have a term of one (1) year from the date on
which it is made, but may be automatically renewed for similar one-year periods
with the understanding that either party may terminate it by giving written
notice to the other party thirty (30) days in advance or within any other party
agreed to by the parties, provided that no debt exists between the parties in
connection herewith.
In respect to everything stipulated herein, the parties expressly submit to the
laws of the Federal District, and in respect to interpretation and compliance,
the parties accept the
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jurisdiction of the courts and tribunals of Mexico City, D.F., waiving any other
jurisdiction which they currently have or might have in the future by reason of
their domicile or by reason of anything else.
IN WITNESS WHEREOF, the parties through their designated legal representatives
affix their signatures hereto in triplicate, in Mexico City, Federal District,
with effectiveness commencing January 2, 1995.
THE PROVIDER THE CLIENT
GRUPO FARIMEX S.A. de C.V. SINTESIS XXXXX X.X. de C.V.
/s/ Xxxx Xxxxxxx Xxxxxxxx Septien /s/ Xxxxxxxx Xxxxxxx Xxxxxxx
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Legal Representative Legal Representative
Xxxx X. Xxxxxxxx Septien Xxxxxxxx Xxxxxxx Xxxxxxx
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