Exhibit 10.11
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is entered into this 1st day of
August 2004 by and between iVoice, Inc., a New Jersey corporation ("iVoice"),
and iVoice Technologies 3, Inc., a Nevada corporation (the "Company").
The Company is a wholly owned subsidiary of iVoice and has relied since
its inception upon various administrative services provided by iVoice. The
Company and iVoice intend to file a registration statement on Form SB-2 under
the Securities Act of 1933 relating to the distribution by iVoice of all of
the capital stock of the Company. Upon the effectiveness of the registration
statement and the consummation of the transactions described therein, iVoice
will own none of the outstanding capital stock of the Company.
The Company desires to engage iVoice to continue after the closing to
provide certain administrative services hereinafter described (the
"Services"), and iVoice desires to provide the Services, on the terms and
subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties hereto agree as follows:
1. Services
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1.1 During the term of this Agreement, iVoice shall provide the
following Services to the Company:
(a) Inventory purchasing services comprised of processing
purchase orders submitted by the Company for components and supplies in the
manner heretofore ordered through iVoice's purchasing department and, in
connection therewith, negotiating prices, expediting deliveries and
administering subcontracts;
(b) Material and inventory control, including incoming
inspection, segregated storage, issuance of inventory items upon request from
Company personnel, maintenance of the Company's inventory in an orderly fashion
and issuance of itemized inventory status reports on a weekly basis;
(c) Building rent (sublease of space) and maintenance,
including janitorial services for the premises leased by the Company from
iVoice;
(d) Personnel administrative services, including referral
services and background investigations for employment candidates upon request
from the Company, payroll processing and benefit plan administration;
(e) Electronic data processing services, including billing
and collection services and management and financial reporting services
comprised of monthly cash flow statements, profit and loss statements, profit
reports by shop order, inventory analysis reports and analysis reports for
corporate overhead and general and
administrative expenses on a monthly and cumulative basis, to be furnished
within 20 days after the close of each month during the term of this Agreement;
and
(f) Contract administration and assistance at the request of
the Company in contract negotiations.
(g) Source code management for of product, including,
technical support, build code for installation, training of new clients,
installation of new clients, and ongoing telephone and remote support of
clients.
1.2 iVoice shall perform the Services in a timely and efficient
manner, in accordance with all applicable laws, regulations and ordinances, and
shall assign to each of the Services substantially the same priority as assigned
to services of like category performed in its own operations.
2. Term
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2.1 The term of this Agreement shall commence as of the date of
the execution of this Agreement, and shall continue until the Company's stock
has been distributed, unless earlier terminated or extended in accordance with
the provisions of this Section 2.
2.2 The term of this Agreement may be extended on a month to month
basis until iVoice receives written notice of termination from the Company.
2.3 This Agreement may be terminated, and any one or more of the
Services may be reduced in scope or eliminated in its entirety, at any time
during the term hereof upon 90 days' prior written notice from the Company.
3. Fees
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3.1 In consideration for the Services, the Company shall pay to
iVoice during the term of this Agreement an administrative services fee (the
"Services Fee") of $7,000.00 per month. iVoice represents and warrants to the
Company that the Services Fee reflects actual historical expenditures for like
services properly allocated by iVoice to the conduct of the business and
operations of the Company during the two most recent fiscal years of the Company
and iVoice (the "Expense Allocation"). After July 31, 2006, the fees hereunder
may be adjusted as agreed in writing to reflect historical increases in the cost
of such services.
3.2 In the event that the Company elects to reduce the scope of
one or more Services or eliminates one or more Services in its entirety, the
Services Fees shall be reduced to reflect the reduction or elimination of those
Services, based upon the corresponding portion or portions of the Expense
Allocation attributable thereto, from and after the effective date thereof.
4. Obligations and Relationship
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Both parties to this Agreement shall at all times act as independent
contractors and, notwithstanding anything contained herein, the relationship
established hereunder between the parties shall not be construed as a
partnership, joint venture or other form of joint enterprise. Except as
expressly authorized by a party hereto, no party shall be authorized to make
any representations or to create or assume any obligation or liability in
respect of or on behalf of the other party, and this Agreement shall not be
construed or constituting either party or the agent of the other party.
5. Limited Liability; Indemnification
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5.1 iVoice shall not be liable to the Company for any loss, claim,
expense or damage, including indirect, special, consequential or exemplary
damages, for any act or omission performed or omitted by it hereunder so long as
its act or omission does not constitute fraud, bad faith or gross negligence.
iVoice shall not be liable to the Company for the consequences of any failure or
delay in performing any Services if the failure shall be caused by labor
disputes, strikes or other events or circumstances beyond its control and it
shall have provided prompt notice to the Company of its inability to perform
Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or
in the right of the Company) to which iVoice or any agent or employee of iVoice
performing Services hereunder (an "Indemnitee") was or is a party by reason of
his or its performance or non-performance of Services, the Company shall
indemnify the Indemnitee and hold the Indemnitee harmless from and against
expenses, judgments, fines and amounts paid (with the consent of the Company) in
settlement actually and reasonably incurred by the Indemnity in connection
therewith if the Indemnity acted in good faith and provided that the
Indemnitee's conduct does not constitute negligence or misconduct.
6. Confidentiality
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Any and all information obtained by iVoice in connection with the
Services contemplated by this Agreement shall be held in the strictest
confidence and not disclosed to any other person without the prior written
consent of the Company.
7. Notices
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All notices and other communications permitted or required hereunder
shall be in writing and shall be deemed given when delivered by hand to an
officer of either party.
8. Binding Effect
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This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties and their respective successors.
9. No Third Party Beneficiaries
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This Agreement is solely for the benefit of the parties hereto and
shall not confer upon third parties any remedy, claim, cause of action or
other right in addition to those existing without reference to this Agreement.
10. Entire Agreement
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This Agreement constitutes the entire agreement between the parties
with respect to the subject matters covered hereby and supersedes any prior
agreement or understanding between the parties with respect to those matters.
11. Assignment; Amendment; Waiver
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This Agreement is not assignable by the Company without the prior written
consent of iVoice. This Agreement may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party
sought to be charged with the amendment or waiver. The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Agreement.
12. Governing Law
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This Agreement shall be construed in accordance with and governed by
the laws of the State of New Jersey, without giving effect to the provisions,
policies or principles thereof relating to choice or conflict of laws.
13. Headings
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The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
IVOICE, INC.
By: ____________________________
Xxxxx Xxxxxxx
President
iVoice Technology 3, Inc.
By: ____________________________
President
