Exhibit 10.2
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement") is made and
entered into as of November 1, 1998 by and between MAYA LLC, A Nevada Limited
Liability Company ("Maya") and IMPERIAL PETROLEUM RECOVERY CORPORATION, a Nevada
Corporation, and any subsidiaries ("Imperial").
W I T N E S S E T H:
WHEREAS, Imperial is in the business of providing services to
the oil and gas industry;
WHEREAS, Imperial desires to have access to the services of
Maya;
WHEREAS, Maya has the ability to provide certain general
business and financial consultation and advice and management services to
Imperial in connection with the operation of its business.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants of the parties hereto and other good and valuable consideration
paid and received by each of the parties to this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. ENGAGEMENT
Imperial hereby engages Maya as an independent contractor and
consultant to provide general business consultation and advice and management
services to Imperial and its subsidiaries in connection with the operation of
their respective businesses.
SECTION 2. MANAGEMENT SERVICES
Maya, through its members and/or employees, shall provide
Imperial with consultation and advice, when and as reasonably requested by
Imperial, in such fields as selection and retention of management employees,
planning and development, budgeting, accounting, general business management and
such other fields as Maya may offer from time to time.
SECTION 3. MANAGEMENT FEES
Commencing on the date hereof (the "Effective Date"), Imperial
shall pay to Maya a management fee, in consideration of the services rendered by
Maya pursuant to Section 2 above, equal to five percent (5%) of the gross
revenue of Imperial and any subsidiaries on a consolidated basis, determined in
accordance with generally accepted accounting principals including all
extraordinary gains; provided that such fee will be due and payable at the end
of each month and past due on the fifteenth day of the month following.
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SECTION 4. TERM OF AGREEMENT
The term of this Agreement shall be for a period of five (5)
years commencing on the Effective Date.
SECTION 5. TERMINATION
Maya may terminate this agreement if Imperial shall fail to
make any payment due to Maya hereunder, if such payment is not made in full
within twenty (20) days after written notice of such failure.
SECTION 6. NOTICES
6.1 Manner of Notice. All notices, statements or other
documents which any party shall be required or shall desire to give to the
others hereunder shall be in writing and shall be given by the parties hereto
only as follows: (a) by personal delivery, (b) by addressing it as indicated
below, and by depositing it certified mail, postage prepaid, in the U.S. mail,
first class (airmail if the address is outside of the country in which such
notice is deposited), or (c) by addressing it as indicated below, and by
delivering it toll prepaid to a telegraph, cable company or courier service
(e.g., Federal Express).
6.2 Delivery of Notice; Addresses. If so delivered, mailed,
telegraphed, cabled or courierd, each such notice, statement or other document
shall, except as herein expressly provided, be conclusively deemed to have been
given when personally delivered, or on the third business day after the date of
mailing, or on the date of delivery to a telegraph or cable company or on the
first business day after delivery to a courier service, as the case may be. The
addresses of the parties shall be those of which the other parties actually
receives written notice pursuant to this Section 6 and until further notice are:
If to Maya Maya LLC
0000-X Xxxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
If to Imperial Imperial Petroleum Recovery Corporation
00000 Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
SECTION 7. MISCELLANEOUS
7.1 Entire Agreement; Amendments. This agreement contains all
of the terms and conditions agreed upon by the parties hereto in connection with
the subject matter hereof. This Agreement may not be amended, modified or
changed except by written instrument signed by all of the parties hereto.
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7.2 Assignment; Successors. This Agreement shall not be
assigned and is not assignable by any party without the prior written consent of
each of the other parties hereto; provided, however, that Maya may assign,
without the prior consent of Imperial, its rights and obligations under this
Agreement to any of its affiliates controlled by Xxx Xxxxx and provided further,
that Maya may assign the right to receive any payment hereunder to any other
person or entity. Subject to the preceding sentence, this Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
permitted successors and assigns.
7.3 Captions. All captions and headings are inserted for the
convenience of the parties, and shall not be used in any way to modify, limit,
construe or otherwise affect this Agreement.
7.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal domestic laws of the State of Nevada
without reference to the choice of law principles thereof.
7.5 Attorneys' Fees. If any legal action is brought concerning
any matter relating to this Agreement, or by reason of any breach of any
covenant, condition or agreement referred to herein, the prevailing party shall
be entitled to have and recover from the other party to the action all costs and
expenses of suit, including attorneys' fees.
7.6 Severability. If any term, provision or condition of this
Agreement is determined by a court or other judicial or administrative tribunal
to be illegal, void or otherwise ineffective or not in accordance with public
policy, the remainder of this Agreement shall not be affected thereby and shall
remain in full force and effect.
7.7 Interpretation. In the event of a dispute hereunder, this
Agreement shall be interpreted in accordance with its fair meaning and shall not
be interpreted for or against any party hereto on the ground that such party
drafted or caused to be drafted this Agreement or any part hereof.
7.8 Indemnity. The parties to this Agreement shall indemnify
and hold one another and their respective officers, directors, employees and
agents, harmless from any and all loss, cost, liability and damage (including
attorneys' fees) arising out of or connected with, or claimed to arise out of or
be connected with, any act performed or omitted to be performed under this
agreement, provided such act or omission was taken in good faith, and in the
event of criminal proceedings, that the indemnitee had no reasonable cause to
believe his conduct was unlawful. An adverse judgment or plea of nolo contendere
shall not, of itself, create a presumption that the indemnitee did not act in
good faith or that he had reasonable cause to believe his conduct was unlawful.
Expenses incurred in defending a civil or criminal action shall be paid by the
indemnitor upon receipt of an undertaking by or on behalf of the indemnitee to
repay such amount if it be later shown that such person was not entitled to
indemnification.
IN WITNESS WHEREOF, the parties hereto have caused this
Management Agreement to be duly executed as of the date first above
written.
MAYA LLC
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: Manager
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Imperial Petroleum Recovery Corporation
By: /s/ C. Xxxxx Xxxxxxxxx
---------------------------------
Name: C. Xxxxx Xxxxxxxxx
Title: President
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