EXHIBIT 10.7
DATED 2003
--------------------------------------------------------------------------------
(1) FS2 LIMITED
(2) K3 BUSINESS TECHNOLOGY GROUP PLC
--------------------------------------------------------------------------------
SUPPORT AGREEMENT
--------------------------------------------------------------------------------
THIS AGREEMENT is made on _______________________________________________ 2002
BETWEEN
(1) FS2 LIMITED (registered in England with number 4102584) whose registered
office is at Xxxxxxx Xxxxx, 00 Xx Xxxxx Xxxxxx, Xxxxx, XX0 0XX ("the
Client"); and
(2) K3 BUSINESS TECHNOLOGY GROUP PLC (registered in England with number
2641001) whose registered office is at Rap House, Xxxxxxxx Street,
Briercliffe, Burnley, Lancashire BB10 2HY ("the Supplier").
1. INTERPRETATION
The definitions and interpretative provisions in Schedule 1 apply to this
Agreement.
2. SUPPLY OF SERVICES BY THE SUPPLIER
2.1 The Supplier will provide the Services to the Client in such manner and at
such times as are consistent with the terms of this Agreement.
2.2 The Supplier will provide these Services between the hours of 08:30 to
17:00 on each Business Day, or as agreed.
2.3 The person responsible for the provision of the Services on the part of the
Supplier is Mr Xxxxx Xxxxxx
3. SERVICES
3.1 During the Contract Period, the Supplier will second Xxxxx Xxxxxx and
provide accounting services to discharge such duties and responsibilities
as the Client may reasonably require of him for the purpose of its
business.
3.2 The Supplier will use all reasonable endeavours to procure that Xxxxx
Xxxxxx devotes such time, attention and skill to the proper performance of
the Services as may be required by the Client from time to time for the
proper performance of the Services, subject to the recognition of those
time critical existing responsibilities of Xxxxx Xxxxxx as Finance Director
of the Supplier.
3.3 The Supplier will second Xxxxx Xxxxxx to the Client on the terms and
conditions set out below.
3.4 The Client will reimburse directly any out of pocket expenses properly
incurred in the performance of the Services by the Supplier pursuant to
this Clause 3.
3.5 The secondment of Xxxxx Xxxxxx to the Client shall automatically terminate
if Xxxxx Xxxxxx'x service agreement with the Supplier is terminated before
expiry of the Secondment Period.
3.6 The Client hereby agrees to indemnify the Supplier against all liabilities,
costs and expenses arising out of or connected to the provision of the
Services to the Client and all documents signed or actions taken, save for
any liabilities, costs and expenses arising by way of any act or omission
of the Supplier.
4. FEES
4.1 The fee for the provision of the services pursuant to Clause 3 above will
be $7,000 per month together with any Value Added Tax thereon
4.2 The Supplier will render monthly invoices in arrears to the Client in
respect of the fees referred to above and the Client will pay the fees
within 14 days of receipt of an invoice. All fees will be payable without
deductions of any kind.
5. TERMINATION
5.1 Either party may terminate this Agreement by notice in writing to the other
party if:
5.1.1the other party is in material or persistent breach of any provisions of
this Agreement and the breach, if capable of remedy, has not been remedied
within 30 days after receipt by the defaulting party of notice requiring
the breach to be remedied; or
5.1.2 the other party suffers an Insolvency Event.
5.2 This Agreement will run until 31 March 2003 and will be terminable by 3
months notice thereafter.
6. NON-ASSIGNMENT
This Agreement is personal to the Supplier who may not assign or
sub-contract any of its rights or obligations under this Agreement without
the express prior written consent of the Client.
7. GENERAL
7.1 The Supplier will at all times be an independent contractor and may not act
as an agent of the Client unless expressly so authorised by the Client.
Nothing in this Agreement creates a partnership or establishes a
relationship of principal and agent or any other fiduciary relationship
between the parties which shall remain separate and independent parties.
7.2 This Agreement is to be governed by and construed in accordance with
English law. Both parties submit the exclusive jurisdiction of the High
Court in London.
7.3 The Supplier hereby agrees to indemnify the Client in respect of all and
any liability to income tax corporation tax national insurance or other
relevant duty that may be applicable in respect of the provision of the
Services by the Supplier to the Client.
SCHEDULE 1
Definitions and Interpretation
1. The provisions of this Schedule 1 apply to the interpretation of this
Agreement including the Schedules.
2. The following words and expressions have the following meanings:
Business Day
------------
a day between Monday and Friday, inclusive, on which clearing banks are
open in the City of London.
Commencement Date
-----------------
[To be agreed].
Company
-------
FS2 Limited (registered in England with number 4102584) whose registered
office is at Carlton Tower, 00 Xx Xxxxx Xxxxxx, Xxxxx, XX0 0XX.
Confidential Information
------------------------
all information (whether written, oral or in electronic form) concerning
the business and affairs of the Client and any other information received
by the Supplier as a result of this Agreement. without limitation, any of
the following:
Force Majeure
-------------
(a) Act of God;
(b) War, insurrection, riot, civil disturbance, acts of terrorism;
(c) Fire, explosion, flood;
(d) Theft, malicious damage, strike, lock-out, third party injunction.
where the relevant party:
Insolvency Event
----------------
(a) Appoints a receiver, administrative receiver, administrator, manager or
official receiver over its affairs;
(b) Goes into liquidation, unless for the purpose of a solvent
reconstruction or amalgamation;
(c) Has distress, execution, sequestration levied or issued against any
part of its assets and is not paid within seven days;
(d) Is otherwise unable to pay its debts as they fall due within the
meaning of section 123 Insolvency Xxx 0000; or
(e) Is subject to any analogous event under the law of any relevant
jurisdiction.
Contract Period
---------------
the duration of this Agreement commencing on the Commencement Date until
terminated by either party.
Services
--------
the services described in Schedule 2 of this Agreement.
Secondment Period
-----------------
means [ ].
SCHEDULE 2
The Services
1. Financial Management
The Supplier will provide the services of Xxxxx Xxxxxx to support the financial
management of the Company together with any additional companies added at the
mutual agreement of both parties.
The financial management will include the following:
1. Development of business plans for the Company in conjunction with the
management of that business for internal management purposes and to
support the raising of funding from external individuals and financial
institutions.
2. Meeting with potential funding providers to support the provision of
new or additional financing.
3. Overseeing the preparation of monthly management accounts, annual
accounts and ad hoc management information requirements including cash
flow forecasts.
4. Participating in the management and board meetings of the Company.
5. Liaison with external professional advisers where appropriate.
6. Ensuring the orderly management of the finance activities of the
Company through the overseeing of external/internal accounting
resource.
7. Any other financial management associated with the above.
2. Accounting Support
The Supplier will provide such accounting services as necessary to support the
financial management of the Company and provide timely and accurate accounting
information to management and third parties.
The accounting services will include the following:
1. Provision of monthly management accounts in the agreed format within
an agreed time frame.
2. Provision of weekly cash information tracking expenditures against
budget and reporting cash positions.
3. Providing for the timely filing of external information to third
parties including VAT returns, government statistical returns and any
other ad hoc requirements.
4. Provision of annual accounts and the liaison with auditors and tax
professionals for the finalisation of these accounts on a timely
basis.
5. Provision of ad hoc management information requirements including cash
flow forecasts as required.
6. Any other accounting matters associated with the above.
SIGNED by [NAME] )
duly authorised to sign for and on behalf of )
FS2 LIMITED )
in the presence of: )
Witness signature:
Name:
Address:
Occupation:
SIGNED by [NAME] )
duly authorised to sign for and on behalf of )
K3 BUSINESS TECHNOLOGY )
GROUP PLC in the presence of: )
Witness signature:
Name:
Address:
Occupation:
