EXHIBIT 10.2
DATED: 4 November 2003
SERVICE AGREEMENT
between
SIMCLAR GROUP LIMITED
and
SIMCLAR, INC.
FAS: 7228
SERVICE AGREEMENT
between
SIMCLAR GROUP LIMITED, incorporated under the
Companies Acts (Registered Number SC219243)
and having its Registered Office at 0 Xxxxx
Xxxxx, Xxxxxxxxx (hereinafter referred to as
"Simclar")
OF THE FIRST PART
and
SIMCLAR INC., a Florida Corporation
(hereinafter referred to as "Inc")
OF THE SECOND PART
---------
ONE Inc hereby retains Simclar to provide certain management services
(including but not limited to financial, administrative, business
development and operational matters) with respect to the business of
Inc and its subsidiaries. Simclar shall have no responsibility to
advance or make any funds available for the operations of Inc nor shall
Simclar or any of its employees sign any cheques, agreements, contracts
or similar documents or instruments by, for or on behalf of Inc nor
shall Simclar have any supervisory or managerial responsibilities or
obligations on behalf of Inc with respect to any of the operations of
Inc all of which shall be the sole responsibility of Inc except to the
extent that such Simclar personnel are also officers and/or Directors
of Inc and authorised by Inc to sign cheques for Inc or are otherwise
employed by Inc in a managerial capacity but any act by such employee,
officer or Director of Inc shall not be that of Simclar nor shall any
liability for any act or omission of such person be deemed directed by
or attributable to Simclar.
TWO The period of this Agreement shall be two years from 16th July 2003
("the Effective Date") but declaring that either party may give not
less than 60 days' written notice
to the other of its intention to terminate the Agreement provided
always that the party wishing to terminate is not in default of any of
its obligations under this Agreement.
THREE In respect of the basic services to be performed by Simclar as provided
herein Inc agrees to and shall pay to Simclar THREE HUNDRED AND SIXTY
THOUSAND DOLLARS ($360,000) per annum payable in equal monthly
instalments of THIRTY THOUSAND DOLLARS U.S. ($30,000) with the first
payment due on 1st September 2003 (being a proportionate payment from
the Effective Date) and thereafter each subsequent instalment shall be
due and payable on the first day of each month with interest thereon at
Five per centum per annum above the base lending rate of the Bank of
Scotland from time to time in force if such instalments are not paid
within 15 days of the due date. In respect of services on special
projects being undertaken by Inc, including without limit those
relating to acquisitions and disposals, finance raising, and other
one-off projects outwith Inc's normal day to day business, to be
provided by Simclar, Inc agrees to pay to Simclar such fees as are
agreed between the parties for such items of work as and when they
arise. FOUR Responsibility of Inc and its operations remain solely with
Inc and not with Simclar or its employees. The services to be performed
by Simclar are not to be construed in any manner as binding Simclar or
its employees to any liability or responsibility whatsoever relating to
Inc and its activities and operations.
FIVE During the period of this Agreement officers or employees of Simclar
who may co-operate or otherwise participate with Inc employees or
personnel in providing the service contemplated herein shall be and
shall remain an employee of Simclar and no employee of Inc who may
participate with employees or personnel of Simclar in providing the
said service shall be deemed to be an employee of or otherwise
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affiliated with Simclar. Nothing herein shall be construed as
establishing a joint venture or partnership between Simclar and Inc.
SIX Should any Simclar personnel be reasonably required to travel to
perform any of the services contemplated herein which travel shall be
undertaken at the option of Simclar, Inc will reimburse Simclar for any
out of pocket expenses properly and reasonably incurred in connection
with such services and travel.
SEVEN This Agreement may be assigned by either party with the written consent
of the other which consent will not be unreasonably withheld or delayed
provided always that either party may assign it obligations hereunder
to any holding or subsidiary company without requiring to obtain the
consent of the other.
EIGHT This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their successors and assignees. Nothing in this
Agreement whether expressed or implied is intended to confer any rights
or remedies under or by reason of this Agreement on any other persons
other than the parties hereto and their respective successors and
assignees nor is anything in this Agreement intended to relieve or
discharge the obligations or liabilities of any third person to any
party to this Agreement nor shall any provision herein give any third
party any other rights against any party to this Agreement.
NINE In the event of any dispute arising between the parties hereto as to
the meaning or effect of any of the terms and conditions contained
herein or as to the rights of the parties hereunder, such dispute shall
be referred to a single arbiter mutually chosen or failing agreement
appointed by the Sheriff of Lothian and Borders at Edinburgh and the
cost of any such arbitration shall be in the award of the arbiter whose
decision on any matter referred to him shall be final and binding.
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TEN This Agreement shall be governed and construed in all respects in
accordance with the law of Scotland and each of the parties hereto
hereby irrevocably submit themselves to the jurisdiction of the
Scottish Courts:
IN WITNESS WHEREOF these presents consisting of this and the three
preceding pages are executed as follows:-
SIMCLAR GROUP LIMITED
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx, Managing Director
/s/ Xxxx Xxx Xxxxx
-------------------------------------
Xxxx Xxx Xxxxx, Finance Director
SIMCLAR, INC.
Witness:
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxx
----------------------- ---------------------------------------
Xxxxxx Xxxxxxx Xxxxx X. Xxxxxx, President
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxx
------------------------ ---------------------------------------
Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxx, Chief Financial Officer
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