EXHIBIT 10.24
CLIENT SERVICE AGREEMENT
Agreement ("Agreement") made by and between DESIGNED ADMINISTRATIVE
RESOURCES TECHNOLOGIES, INC. ("DART"), a Michigan corporation, and THE
COLONELS, INC. ("Client"), a Michigan corporation.
RECITALS
DART is a professional employer organization engaged in the business
of providing leased employees. Client is engaged in a business which
requires personnel. DART desires to lease to Client, and Client desires to
lease from DART, personnel required in the operation of Client's Business.
In consideration of the mutual promises and benefits contained herein, the
parties agree as follows:
1. SERVICES. DART agrees to lease to Client and Client agrees to
lease from DART the personnel on the list previously supplied by Client to
DART ("Leased Employees") on the terms and conditions herein. DART shall
(a) compile, prepare and file all payroll and employee information and make
all proper payroll deductions, including payments for income and Social
Security tax requirements under local, State and Federal laws for the
Leased Employees (b) assume responsibility for administrative matters and
the provision of contracted fringe benefits relating to compensation of the
Leased Employees and (c) secure and maintain insurance coverage for the
Leased Employees as required in this Agreement. DART shall not be
obligated to retain any Former Client Employee.
2. TERM OF AGREEMENT. This Agreement shall remain in full force and
effect for a period of one (1) year following the commencement date
("Initial Term"). Upon the Renewal Date of the Initial Term, and on each
Renewal Date thereafter, this Agreement shall be renewed for an additional
one (1) year period until: (a) termination by either party thirty (30)
days prior to the Renewal Date, giving written notice to the other; or (b)
Client shall be in default of this Agreement, in which case DART may
immediately terminate this Agreement. Further, in such case, termination
may, at the option of DART, occur retroactive to the date of default.
Termination may also, at the option of DART, occur in the event that the
Client fails to report payroll for the Leased Employees for a period
exceeding thirty (30) days. In the event of termination of this Agreement,
all obligations and responsibilities regarding the Leased Employees shall
revert back to the Client. DART agrees that all rates and fees set forth
at the commencement of this Agreement shall not be adjusted during the
"Initial Term". Following the "Initial Term", and on the Renewal Date for
each succeeding year thereafter, rates and fees shall be subject to an
annual adjustment limited to the rate of increase reflected by the Consumer
Price Index for that period unless the parties hereto agree in writing
otherwise.
3. PAYMENT AND TERMS.
3.1 INITIAL FEE. Client shall pay to DART a non-refundable,
one-time initial fee in the amount of $0.
3.2 DEPOSIT. Client shall pay to, and maintain with DART a
deposit in the amount of $0. The deposit may be modified by DART
commensurate with a change in the number of Leased Employees assigned to
Client. Should Client fail to pay DART any payments when due, DART may
apply the deposit to the amount due. Should the deposit fall below the
amount required by this Section, Client shall, upon notice, replenish the
deposit amount within seven (7) days of such notice. In the event Client
fails to maintain the required deposit amount, DART may, in addition to any
other remedies, immediately terminate this Agreement without notice and/or
terminate or withdraw all of the Leased Employees from Client's place of
business. DART shall not be obligated to keep such deposit as a separate
fund.
3.3 ADMINISTRATION FEE. Client shall pay to DART an
Administration Fee in the amount of $6.00 per each payroll check received
by such Leased Employee per week. Bonus, separate and/or additional
payroll checks, authorized by the Client, shall be processed/provided by
DART at $3.00 per item/check. During the Initial Term, the Administration
Fee will not be adjusted.
3.4 REIMBURSEMENTS. In accordance with the payment procedures
described herein, Client shall pay to DART all costs incurred by DART in
connection with the Leased Employees including, but not limited to, all:
(a) payroll (inclusive of bonuses and special payments), applicable
Federal, State and local taxes; (b) premiums and contributions in
connection with employee benefits, including (but not limited to) health,
accident and disability insurance; (c) workers' compensation, unemployment
compensation charges; and (d) payments in connection with pension or
retirement plans.
3.5 PAYMENT TERMS.
(a) PAYMENT. Payment is due within twenty-four (24) hours after
receipt of an itemized invoice setting forth all charges
applicable to the Leased Employees for the current pay
period, Client shall deliver to DART payment in full for
such invoice via ACH debit with all funds available by 10:00
A.M. on date of payroll. In the event DART accepts other
forms of payments, DART shall retain the right to require
payment by the method(s) set forth herein.
(b) LATE PAYMENT. All payments not received by DART when due
shall bear interest at the rate of one tenth of one per cent
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per day. If such interest rates are forbidden by law, the
applicable rate shall be the highest rate permitted by law.
(c) MODIFICATION. Any required adjustment to (i) Federal, State
or local taxes; (ii) insurance premiums (iii) or status of
the Leased Employees shall be assessed on the invoice
according to the "effective date" of the adjustment. If
circumstances warrant, DART may be required to retroactively
invoice the Client for these adjustments. These adjustments
shall be assessed as either a credit or debit. Any costs
debited shall be due by the Client upon receipt of that
invoice.
(d) BILLING DISPUTE. If Client disputes the accuracy of any
invoice delivered pursuant to Section 3.5(a), Client shall,
within twenty-four (24) hours of receipt, deliver its full
payment pursuant to its invoice, along with a written notice
and detailed explanation of such dispute to DART. If notice
is not received within one (1) week, not to exceed seven (7)
calendar days, the accuracy of such invoice shall be assumed
and Client shall have waived any objections to accuracy. If
received timely, DART shall meet with Client to verify the
accuracy of the account within ten (10) business days. Any
errors shall be corrected by a debit or credit to the
Client's next invoice.
3.6 VERIFICATION BY CLIENT. Client shall verify all time
submissions of Leased Employees. If Client believes that there is an error
in the Leased Employees' submitted time or payment, it shall be the
responsibility of Client to communicate and provide written proof of the
error. Until corrected, Client shall not deduct any amount from payment of
its current invoice as a credit or set-off. Errors, upon verification,
shall be corrected by an adjustment on the next invoice to Client.
3.7 EARLY TERMINATION CHARGES. In the event that this Agreement
is terminated early or on less than thirty (30) days notice, by either
party, the Client shall continue to be responsible for any insurance or
employment liabilities prepaid or incurred by DART with respect to the
Leased Employees reporting to Client at termination. Client further agrees
to continue to pay the weekly administration fee for the Leased Employees
until the expiration of the current term of the agreement.
3.8 UNEMPLOYMENT INSURANCE EXPENSE REIMBURSEMENT. In the event
of the sale, dissolution, liquidation, reorganization or permanent closing
of Client's business which causes DART to terminate or lay-off any Leased
Employee assigned to Client under this Agreement, Client agrees to promptly
reimburse DART the actual cost for all unemployment expenses and charges
incurred by DART with respect to such employees, in the event DART is
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unable to find other employment for such employees and must terminate their
employment for lack of work or any other reason.
4. WORK ENVIRONMENT AND RELATED MATTERS.
4.1 DIRECTION AND CONTROL - LEASED EMPLOYEES. DART and Client
agree that they each have the right to exercise direction and control
relating to the management of safety, risk and labor matters at work site
locations. Accordingly, DART shall consult with Client, and Client shall
have the responsibility to consult with DART; however, DART shall retain
the final decision, after consultation with Client, to: (a) hire, fire,
discipline and direct and regulate and supervise all working conditions and
labor policies; (b) establish all wages, benefits, salaries, bonuses or
advancements; (c) conduct safety inspections of Client's equipment and work
site; and set and administer employment and safety policies, (d) facilitate
collective bargaining relationships between Client and labor unions
representing the Leased Employees and contract administration in connection
therewith.
DART shall be entitled, at its own expense, to install in conspicuous
location(s) bulletin board(s) at Client's work site(s), in order to
effectively communicate with the Leased Employees. Client shall cooperate
with DART in maintaining the integrity of such bulletin board(s) and shall,
upon request, insert or post information for the Leased Employees as
requested or required by DART from time to time.
4.2 COOPERATION IN DEFENSE OF CLAIMS. Client agrees to
cooperate fully when required to assist DART in defending claims or
litigation resulting from personnel decisions or job actions relating to
Leased Employees. Client's cooperation shall include, but not be limited
to, the completion of reports and, if requested, attendance at hearings as
a witness, answering questions or interrogatories under oath or otherwise
and providing access to Client's documents relating to the Leased
Employees. This obligation shall survive the termination of this
Agreement.
4.3 CLIENT RESPONSIBILITIES. Client shall comply with all
health, labor and safety laws, regulations, ordinances and rules of
Federal, State and local government authorities. Client shall comply at
its own expense with any specific directives from DART, DART's workers'
compensation carrier or any government agency having jurisdiction over
Client's place of business or the safety and health of the Leased
Employees. Client shall report all employee accidents and injuries to DART
within twenty-four (24) hours of being reported to management and/or
ownership. DART and its carriers shall have the right to inspect Client's
place of business at all reasonable times to insure compliance with this
Section and the terms of this Agreement.
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Client further agrees to deliver to DART a completed First Report
of Injury Form, as soon as possible, and, in no event, more than five (5)
days after the date of any accident in cases where such a form is required
to be submitted, once the incident is reported to management and/or
ownership. If such Report is not received by DART within five (5) calendar
days, Client agrees to pay DART, as liquidated damages for such failure,
and not as a penalty, an amount equal to one hundred (100%) percent of
DART'S total incurred claim cost in connection with the accident, payable
with the next invoice. This liquidated damage provision is a good faith
attempt by the parties to estimate the total damages incurred by DART
proximately caused by the failure to report accidents in a timely fashion.
Further, Client acknowledges that such amount is based upon a "pass
through" of the costs assessed to DART by its insurance carrier. All such
amounts shall be due and are to be paid by Client when invoiced.
Client agrees to provide DART with a periodic report regarding
the Leased Employees, the hours worked and any other information reasonably
requested by DART (the "Report") on a form and at such schedule as
requested by DART. Client represents and warrants that the information
provided to DART in or in connection with the Report shall be complete and
accurate and that DART may rely upon such information.
5. REPRESENTATIONS AND WARRANTIES OF CLIENT. The representation and
warranties made by Client herein shall survive the term of this Agreement
The representations and warranties in this Section are deemed to be
material and DART is entering into this Agreement relying on such
representations and warranties. Client represents and warrants to DART as
follows:
5.1 AUTHORIZATION. Client has been duly authorized by all
requisite corporate or other action to execute this Agreement. The
execution and performance by Client of this Agreement will not, with or
without the giving of notice or the passage of time or both, (a) violate
the provisions of any law, rule or regulation applicable to Client; (b)
violate any judgment, decree, order or award of any court, governmental
body or arbitrator; or (c) violate the provisions of any separate contract,
agreement or arrangement to which Client is bound.
5.2 CLIENT EMPLOYEE PLANS. Except as communicated to DART in
writing prior to the execution of this Agreement:
(a) LIST AND DESCRIPTIONS OF CLIENT EMPLOYEE PLANS. Client has
supplied DART with a correct and complete list of all
pension, 401(k), benefit, profit-sharing, retirement,
deterred compensation, welfare, insurance disability, bonus,
vacation pay or severance pay, all collective bargaining,
trust, non-competition, employment and consulting
agreements, executive compensation, employee stock option
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and stock purchase, group life, health and accident
insurance and other similar plans, programs, agreements,
memoranda of understanding, arrangements or commitments
relating to the Leased Employees to which the Client is a
party or by which Client is bound. Client has delivered to
DART correct and complete copies of all Client Employee
Plans which have been reduced to writing and written
descriptions, and all Client Employee Plans which have not
been reduced to writing, and all modifications thereto for
each Client Employee Plan communicated.
(b) RETIREE BENEFITS. No Client Employee Plan provides health
or life insurance benefits for retirees.
(c) CLAIMS. To the best of Client's knowledge, there are no
threatened or pending claims, suits or other proceedings by
Former Client Employees, plan participants, beneficiaries or
spouses of any of the above, the IRS, the Pension Benefit
Guaranty Corporation, or any other person or entity
involving any Client Employee Plan, including claims against
the assets of any trust, involving any Client Employee Plan
or any rights or benefits thereunder, other than ordinary
and usual claims for benefits by participants or
beneficiaries including claims pursuant to domestic
relations orders.
(d) CONTROLLED GROUP. Client is a member of a "controlled group
of corporations" as defined in Section 1563(a) of the
Internal Revenue Code of 1986, as amended.
5.3 DISCLOSURES. Client has fully disclosed to DART all
investigations, lawsuits or other adversary proceedings involving Client
for three (3) years preceding the execution of this Agreement.
5.4 EMPLOYMENT HISTORY. All information pertaining to Former
Client Employees and their employment relationship with Client provided to
DART pursuant to this Agreement is accurate and complete.
5.5 WORKERS' COMPENSATION INFORMATION. Client has provided DART
with: (a) insurance policies covering its former employees for a period of
not less than one (1) entire calendar year immediately preceding the
execution of this Agreement and all renewal letters regarding such
policies, whether or not such policies were, in fact, renewed; and, (b)
audits regarding such policies for the same time, whether or not such audit
was conducted or requested during or after the effective dates of such
coverage(s). Further, with respect to such information, Client warrants
that the audit information, classification codes and experience
modification information provided is complete and accurate and that no
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information is omitted that would, by its omission, cause such information
to be misleading. Further, Client acknowledges that, if not provided
hereby, there is no audit or request for audit currently pending or
outstanding. In the event DART incurs any charges or surcharges on behalf
of Client following an audit of DART relating to Client's business, and
whether such charges or surcharges relate to claims experience, employee
classification code changes or otherwise, Client shall be fully responsible
and shall indemnify DART for such charges and/or surcharges attributable to
the Client's business and/or Leased Employees.
5.6 EMPLOYEE RELATIONS.
(a) COMPLIANCE. Client is in compliance with all material
Federal, State and local laws respecting employment
practices, terms and conditions of employment, wages and
hours, and is not engaged in any discriminatory employment
or unfair labor practice and there are no arrears in the
payment of wages, taxes or workers' compensation assessments
or penalties.
(b) LABOR PRACTICES. Except as Client has disclosed in writing
prior to the execution of this Agreement: (i) None of the
Former Client Employees are represented by any labor union;
(ii) There is no pending labor strike, unfair labor practice
complaint or other material labor trouble affecting Client
(including, but not limited to, any organizational campaign)
and, there is no material labor grievance pending against or
affecting Client; (iii) There are no pending arbitration
proceedings arising out of or under any collective
bargaining agreement to which Client is a party, or to the
best knowledge of Client, any basis for which a claim may be
made under any collective bargaining agreement to which
Client is a party affecting Former Client Employees; and
(iv) There is no pending litigation or other proceeding or
basis for an unasserted claim against Client which is based
on claims arising out of any Former Client Employee's
employment relationship with Client, including, but not
limited to, claims for breach of contract, tort,
discrimination, employee benefits, wrongful termination or
any common law or statutory claims.
(c) PAYROLL LIST. Client will provide to DART a correct and
complete list of Client's most recent payroll.
(d) TAXES. Client has deducted and remitted to the relevant
governmental authority all taxes, unemployment insurance
contributions or other amounts which it is required by
statute to deduct or remit to any governmental authority.
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6. PENSION LIABILITY.
6.1 UNFUNDED LIABILITY. Client represents and warrants to DART
that, as of the date this Agreement was executed, its total unfunded and
underfunded liability on pension and retirement plans, whether qualified or
unqualified, ("Prior Unfunded Liability") is $0.
6.2 INDEMNIFICATION. DART shall not be responsible or liable
for the Prior Unfunded Liability at any time during the term or after the
termination of this Agreement. Client shall indemnify and hold DART
harmless from any loss, claim or damages which arises out of or relates to
any Prior Unfunded Liability. This indemnification shall be governed by
Section 11 of this Agreement (except for Sections 11.1(a)(i) and (ii)).
6.3 PAYMENTS. During the term of this Agreement, DART shall
assume the responsibility for making current pension payments which are due
or required on account of the Leased Employees by the terms of this
contract. However, such responsibility shall exist only to the extent that
Client has deposited with DART sufficient funds designated for the purpose
of covering such payment in accordance with Section 3.2 of this Agreement.
If this Agreement shall terminate for any reason, including the expiration
of the Initial Term or extended term under Section 2 of this Agreement, all
of DART'S responsibility and liability for contributions and payments in
connection with any pension or retirement plan for Leased Employees shall
immediately cease, without notice, and shall be immediately assumed by
Client. Client shall thereafter indemnify and hold DART harmless from any
loss, claim or damages which arises out of or relates to such
responsibility or liability pursuant to Section 10 of this Agreement
(except for Sections 10.1(a)(i) and (ii).
7. REPRESENTATIONS AND WARRANTIES OF DART. The representations and
warranties made by DART shall survive the term of this Agreement. This
Agreement contains the legally binding obligations of DART enforceable in
accordance with the respective terms of this Agreement. DART shall, upon
request, supply Client with a correct and complete list of all licenses and
other requirements prescribed by law, if any, in connection with the
consummation by DART of the transactions contemplated by this Agreement.
8. WORKERS' COMPENSATION. DART shall secure workers' compensation
insurance for the Leased Employees in amounts determined by DART as
appropriate and required by law. Such coverage shall be maintained
throughout the term of this Agreement. DART, upon written request, shall
provide documentation evidencing that such insurance is valid and in full
force and effect as of the effective date of this Agreement. DART shall
have the right to change insurance coverages and/or carriers at its
discretion provided such changes shall not cause any interruption or lapse
of coverage to Client.
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DART shall cause to be issued a certificate of Workers' Compensation
Insurance naming Client as an Alternate Employer and shall forward a copy
of such endorsement to Client. Further, it is understood and agreed that,
for the purpose of all applicable Workers' Compensation laws, Client and
DART, are "joint-employers" of all leased employees.
9. INSURANCE. Client shall furnish and keep in full force and
effect at all times during the term of this Agreement, comprehensive
general liability insurance on its entire business operation and automobile
insurance liability covering all vehicles in Client's business, including
non-owned vehicles. Such coverages shall insure bodily injury and property
damages for a minimum combined single limit of One Million ($1,000,000.00)
Dollars and shall include uninsured motorist insurance with a minimum
combined single limit of Sixty Thousand ($60,000.00) Dollars. In States
where "no-fault" laws apply, equivalent personal injury and property damage
coverage shall be included. Client shall cause its insurer to name DART as
an additional insured and shall issue a certificate of insurance to DART
within ten (10) days of the Commencement Date. Said policies shall provide
at least thirty (30) days advance notice to DART of any suspension or
cancellation of any material change in policy limits, benefits or
coverages. Each party releases and discharges the other party, and any
officer, agent, employee or representative of such party, from any
liability whatsoever arising from any loss, damage or injury to the extent
of any insurance recovery received by the insured party for such loss,
damage or injury. At all times during the term of the agreement, DART
shall maintain insurance equal to or in excess of $2,000,000.00 combined
single limit general liability and contractual liability coverage.
10. INDEMNIFICATION AND REIMBURSEMENT.
10.1 INDEMNIFICATION OF DART BY CLIENT.
(a) INDEMNIFICATION. Client hereby agrees to indemnify, defend
and hold harmless DART and any parent, subsidiary or
affiliate thereof, and all directors, officers, attorneys,
employees (except the Leased Employees), agents and
consultants of each of the foregoing (collectively "DART")
from and against all demands, claims, actions or causes of
action, assessments, losses, damages, judgments, arbitration
awards, liabilities (whether absolute or accrued, contingent
or otherwise), costs and expenses, including, but not
limited to, interest, penalties and attorney fees and
expenses (collectively "Damages"), asserted against, imposed
upon or incurred by "DART", directly or indirectly, by
reason of or resulting from or relating to any of the
following: (i) Misrepresentation or breach by Client of any
warranty or term made or contained in this Agreement or in
any certificate or other instrument or document furnished or
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to be furnished to DART under this Agreement, including, but
not limited to, failure of Client to cooperate in the
defense of employment claims, litigation, grievances and
arbitration under Paragraph 4.2 herein; (ii) Litigation or
other claims arising from the acts or failures to act of the
Client and/or its employees, agents, former employees or
former agents, in accordance (a) with applicable Federal,
State or local law or (b) with the terms and conditions of
this Agreement or another agreement; (iii) Employment
matters relating to Leased Employees as a result of gross
negligence or intentional misconduct by Client or the
failure of Client to obtain and/or follow specific advice
and direction from DART in matters of employee separation
and/or discipline.
(b) NOTICE AND DEFENSE OF CLAIMS. If "DART" so desires, it may
tender the defense to Client of any matter for which it
believes it is entitled to indemnification pursuant to
Section 10.1(a) of this Agreement in which event Client
shall conduct such defense at its sole cost and, thereafter,
be liable for all damages with respect to such claim or
proceeding. Such notice shall be given in accordance with
Section 12.7 hereof. Client shall conduct such defense or
settlement in a manner to protect fully "DART"; Client and
its counsel will keep "DART" fully advised as to the conduct
of such defense or settlement, and no compromise or
settlement shall be agreed or made without "DART'S" written
consent. In any case "DART" shall have the right to employ
its own counsel and such counsel may participate in such
action, but the reasonable fees and expenses of such counsel
shall be at the expense of "DART" when and as incurred
unless (i) the employment of counsel by "DART" has been
authorized in writing by Client, (ii) "DART" shall have
reasonably concluded, based upon the opinion of Counsel,
that there may be a conflict of interest between Client and
"DART" in the conduct of the defense of such action, or
(iii) Client shall not, in fact, have employed independent
counsel reasonably satisfactory to "DART" to assume the
defense of such action and shall have been so notified by
"DART". If clause (ii) or (iii) of the preceding sentence
shall be applicable, then counsel for "DART" shall have the
right to direct the defense of such claim, action, suit or
proceeding on behalf of "DART" and the reasonable fees and
disbursements of such counsel shall constitute Damages
hereunder.
10.2 INDEMNIFICATION BY DART. DART hereby agrees to indemnify,
defend and hold harmless Client, its directors, officers, attorneys,
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employees, and agents and consultants from and against all demands, claims,
actions, or causes of action, assessments, losses, damages, judgments,
arbitration awards, liabilities (whether absolute or accrued, contingent or
otherwise), costs and expenses asserted against, imposed upon or incurred
by Client, directly or indirectly, by reason of, resulting from or relating
to employee separation and/or discipline by Leased employees, or any claim
or cause of action resulting from Leased Employees performance of services
for Client, up to $100,000 per claim or Leased Employee subject to Section
10.1(a).
10.3 COOPERATION. The parties agree that, except where conflicts
prevent same, they shall render to each other such assistance as may
reasonably be expected and to cooperate in good faith with each other in
order to insure the proper and adequate defense of any claim, action, suit
or proceeding brought by any third party. Where counsel has been selected
pursuant to Section 10.1(a), "DART" shall be entitled to rely on the advice
of such counsel in the conduct of the defense.
10.4 CONFIDENTIALITY. The parties agree to cooperate in such a
manner as to preserve and uphold the confidentiality of all business
records and the attorney-client and work-product privileges.
11. DEFAULT. The Client shall be in "Default" under this Agreement
if: (a) Client fails to pay any sum when due pursuant to this Agreement;
(b) Client breaches any term, condition or obligation of this Agreement;
(c) Client falls to comply with any directive from DART or any governmental
authority, including, but not limited to, any directive regarding health,
safety, or personnel decisions; or (d) Client fails to fully disclose any
information required to be disclosed in this agreement; or (e) any
bankruptcy, receivership or insolvency proceeding is instituted by or
against Client.
12. MISCELLANEOUS.
12.1 INDEPENDENT CONTRACTOR. DART is an independent contractor
of Client and neither party is the agent of the other.
12.2 ABSENCE OF GUARANTEE. Neither DART nor its representatives
have made any representation, warranty or guarantee to Client of growth
forecasts or production increases in Client's Business due to the entry of
Client into this Agreement or the utilization of DART's services.
12.3 ENTIRE AGREEMENT. This constitutes the entire agreement
between the parties with regard to the subject matter herein. No prior
oral or written agreement, practice or course of dealing between the
parties relating to the subject matter herein shall supersede this
Agreement. Any addenda and/or exhibits attached have been for the purpose
of contract construction and performance.
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12.4 ASSIGNMENT/AMENDMENT. Client cannot assign this Agreement
nor any interest herein without prior written consent from DART. None of
the terms and provisions of this Agreement may be modified or amended
except by an instrument in writing executed by each party.
12.5 WAIVER. Failure by either party to require performance by
the other party or to claim a breach of any provision of this Agreement
will not be construed as a waiver of any subsequent breach nor prejudice
either party with regard to any subsequent action.
12.6 FORMS. Client shall exclusively utilize all forms provided
by DART for Leased Employee applications.
12.7 NOTICES. Any notice or other communication required shall
be sufficiently given if in writing and delivered personally or sent by
confirmed facsimile transmission, overnight air courier (postage prepaid),
registered or certified mail (postage prepaid with return receipt
requested) addressed to:
Client: The Colonels, Inc. DART: Xxxxxx X. Xxxxxx, E.V.P.
000 Xxxxx Xxxx 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
12.8 ENFORCEMENT. This Agreement shall be interpreted under
Michigan law. All disputes under $50,000 shall be submitted to the
American Arbitration Association (AAA) in Southfield, Michigan for
resolution pursuant to the Commercial Rules of Arbitration. The parties
agree that an arbitration award may be entered pursuant to such process and
enforced by any court of competent jurisdiction.
12.9 SEVERABILITY. If any one or more of the provisions of this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herewith shall not in any way be affected impaired or prejudiced thereby
and such provision deemed invalid, illegal or unenforceable shall be
construed and enforced to the greatest extent legally possible.
12.10 FORCE MAJEURE. Neither party hereto shall be liable to
the other for any loss or other damages caused by an interruption of this
Agreement where such interruption is due to causes beyond the reasonable
control of DART or Client.
12.11 SECTION HEADINGS AND INTERPRETATION. The Section
Headings of this Agreement are for convenience of the parties only and in
no way alter, modify, amend, limit or restrict contractual obligations of
the parties. This Agreement shall not be construed for or against either
party based upon the drafting of this Agreement.
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THE COLONELS, INC. DESIGNED ADMINISTRATIVE
RESOURCES TECHNOLOGIES, INC.
By: /S/_________________________ By: ____________________________________
Its CEO Its ____________________________________
Date: 7-20-97 Date: __________________________________
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