CLIENT SERVICES AGREEMENT
This Client Services Agreement ("Agreement") is made by and between S L S
Services, Inc. d/b/a Xxxx Oversight & Logistical Technologies, Inc. ("XXXX") and
Xxxxxx Marine Services, Inc. ("XXXXXX") this First day of July, 1994.
Recital
XXXX is engaged in the business of providing to its clients a full complement of
services normally performed by business entities in the conduct of their
affairs.
XXXXXX desires to enter into an agreement with XXXX for the furnishing of such
services required for the conduct of its business activities.
NOW THEREFORE, and in consideration of the premises, the parties agree to as
follows:
1. Purpose. XXXXXX will purchase and XXXX will provide to XXXXXX the
services designated on Exhibit A hereto (hereinafter "Services") and
such other services XXXXXX requests XXXX to perform with respect to
the normal business activities of XXXXXX. In addition to providing the
personnel required to perform the Services, XXXX shall provide all
equipment, office computer, and otherwise necessary to perform the
Services.
2. Term. The term of this Agreement shall commence effective the date of
signing and shall continue from year to year unless terminated in
accordance with this Agreement.
3. Independent Contractor. XXXX shall be an independent Contractor in the
performance of its obligations under this Agreement. Any employees of
XXXX who perform Services shall be the employees of XXXX solely and
XXXXXX shall not be a joint employer of any of XXXX'x employees. To
that end XXXX shall have the exclusive right and duty to supervise and
direct the day to day activities of its employees, including without
limitation, the responsibility to determine and pay their wages and
benefits and to pay all Federal, State and local taxes or
contributions imposed or required under unemployment, workers'
compensation, social security, Medicare, wage and income tax laws with
respect to them. XXXX shall have the sole right to add, remove or
replace any of its employees performing any of the Services. XXXXXX
shall have the right to request XXXX to remove, replace or reassign
any of its personnel based upon a legitimate need to do so but such
determination shall be made in the sole discretion of XXXX.
4. Compensation. As compensation for the Services XXXXXX shall pay a fee
to XXXX equal to Five (5)% of XXXXXX'x xxxxx revenues. The fee shall
be paid monthly on the 30th day of each month following the month for
which such fee is determined.
5. Consultations. In addition to the Services provided, XXXX shall
designate and make available to meet and consult with the Board of
Directors and the officers of XXXXXX the appropriate personnel at
reasonable times concerning matters pertaining to the organization of
XXXXXX'x work force, the fiscal policy of XXXXXX, the
1
relationship of XXXXXX with its employees or with any organization
representing its employees and in general concerning any material
problems arising in connection with the business affairs of XXXXXX.
6. Standard of Care. XXXX will discharge its obligations under this
Agreement with that level of care which a similarly situated
administrative services provider would exercise under similar
circumstances. XXXX shall not be liable to any party for any mistake
of judgment or other action taken in good faith or for any liability,
expense, or loss whatsoever, unless it is found in a final judgment by
a court of competent jurisdiction (not subject to further appeal) to
have resulted directly and solely from the fraud, criminality, or
willful misconduct of XXXX.
7. Insurance. XXXX shall obtain and provide XXXXXX with evidence of
comprehensive General Liability insurance coverage in an amount no
less than One Million Dollars ($1,000,000.00) in which XXXXXX shall be
named as an additional insured. XXXX shall furnish to XXXXXX a
Certificate of Insurance evidencing such insurance coverage which
shall be underwritten by an insurance carrier reasonably satisfactory
to XXXXXX and shall maintain such coverage during the term of this
Agreement. Such insurance shall provide that XXXXXX shall be furnished
with thirty (30) days written notice prior to the date of any
cancellation of such coverage.
8. Remedies. Should XXXX become incapable of continuing performance of
the Services, whether due to circumstances within or outside of its
control, XXXXXX may terminate this Agreement. Should XXXXXX be in
default of compensation owing at any time under this Agreement, XXXXXX
shall be deemed to be in default of this Agreement and XXXX has
available to it all legal remedies and process.
9. Termination. This Agreement shall continue until terminated by either
party as herein provided. Besides electing to terminate this Agreement
as an exercise of its remedies as stated above, either party may elect
to terminate this Agreement by giving written notice to the other
party as stated below:
TO XXXXXX: Xx. X. Xxxxxx
President
Xxxxxx Marine Services, Inc.
P. O. Xxx 000
Xxxxxxxxxx, XX 00000
TO: XXXX: Xx. Xxxxxx X. Xxxx, Xx.
President
Xxxx Oversight & Logistical Technologies
X.X. Xxx 0000
Xxxxxxxxxxxx., XX 00000
Such notice shall be given at least ninety days prior to the proposed
termination of the Agreement. XXXX shall deliver immediately to XXXXXX all of
the records in its possession of XXXXXX pertaining to and related to the
Services. XXXX agrees to keep confidential, and shall not disclose to any third
party or make use of, any information regarding XXXXXX of any nature which
2
XXXX may acquire during the term of this Agreement. XXXX agrees that
if it violates this provision relating to confidentiality, the remedy
at law for such violation will be inadequate and that XXXXXX will
suffer irreparable harm. Therefore, in addition to any other remedy
which XXXXXX may have under this Agreement, XXXXXX shall be entitled
to apply to any court of competent jurisdiction for equitable relief
including specific performance and injunctions restraining XXXX from
committing or continuing any such violation of this Agreement without
the necessity of proving actual damages.
10. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and may not be amended except by an instrument in
writing executed by both of the parties hereto. This Agreement
supersedes any and a written or verbal agreements between the parties.
Attest: SLS Services, Inc.
d/b/a Xxxx Oversight & Logistical
BY: /s/ Xxxx ????? Technologies, Inc.
-------------------------
BY: /s/ ??????????????
---------------------------------
Date: July 1, 1994
-------------------------------
Attest: Xxxxxx Marine Services, Inc.
BY: /s/ ???????????? BY: /s/ ???????????????
------------------------- ----------------------------------
Date: July 1, 1994
--------------------------------
3
Exhibit A
Description of Services for Client
Accounting: Preparation and maintenance of books of original entry including but
not limited to, cash receipts journal, cash disbursements journal, purchase
journal, accounts payable journal, payroll journal, sales journal, preparation
and maintenance intermediate books of entry, final book of entry i.e. general
ledger; preparation of monthly trial balances and financial statements (balance
sheet, statement of income and retained earnings and source and use of cash), if
needed, but in not event not less than on a quarterly basis, no less then sixty
(60) days after the end of the first three quarters of a year and one hundred
twenty (120) days after the end of the fiscal year; processing of sales
invoices, mailing to customers, collection of payments due and deposit of
collections into client's bank account as designated.
Management Information Processing: Collection, assembly and computer processing
of data dealing with, but not limited to, and necessary to perform the
accounting services described herein; preparation of operational reports as
required by client's customers including, but not limited to, inventory,
reports, productivity reports; the writing and periodic review of computer
programs necessary, and the acquisition and maintenance of any and all computer
equipment necessary to accomplish the management information processing
functions contemplated herein and the professional training of staff so that the
management information processing functions can be completed in a professional
and competent manner.
Insurance: Review of property, personal injury, business and financial risks
normally associated with operations engaged in by client and the procurement of
insurance coverage with reputable insurance companies to cover such risks and
limit client's financial risk therefore; investigation processing settlement the
providing of assistance to counsel of insurance carriers and the communication
to underwriters of personal injury and property claims investigation,
processing, coordination with outside counsel for the defense of workmen's
compensation claims.
Marketing. Identifying and soliciting potential customers for client; traveling
to potential market areas to meet with prospective customers for client; quoting
and negotiating of rates and follow-up with customers to insure customer
satisfaction.
4
