CORPORATE SERVICES AGREEMENT
BETWEEN
RDO EQUIPMENT CO.
AND
X. X. XXXXXX COMPANY
Dated as of November 1, 1996
CORPORATE SERVICES AGREEMENT
THIS CORPORATE SERVICES AGREEMENT, dated as of November 1, 1996, is by and
between RDO EQUIPMENT CO. ("RDO") and X.X. XXXXXX COMPANY ("Xxxxxx Co.").
WHEREAS, RDO desires to obtain certain corporate support and other
services from Xxxxxx Co. and other entities controlled by, or under common
control (the "Xxxxxx Entities"), and Xxxxxx Co. is willing to provide such
corporate support and other services to RDO, either directly or through the
Xxxxxx Entities.
NOW, THEREFORE, in consideration of the foregoing premise and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE
1.
SERVICES PROVIDED
1.1. DESCRIPTION OF SERVICES. During the term of this Agreement, Xxxxxx Co.
will provide, or cause to be provided, to RDO the services described in
the schedules attached hereto. The schedules attached hereto may be
amended from time to time by the written agreement of the parties, and
the schedules may be added or deleted from time to time as the parties
may agree in writing.
1.2. NOTICE OF TERMINATION OF SERVICES. Notwithstanding anything in Section
1.1 of this Agreement to the contrary, any particular service described
in the schedules now or hereafter attached to this Agreement (as the
same may be amended from time to time) may be terminated by RDO at any
time by giving Xxxxxx Co. at least thirty (30) calendar days' prior
written notice, unless a longer notification period is specified in the
particular schedule. RDO will not be obligated to pay or reimburse
Xxxxxx Co. for any terminated services after the expiration of such
thirty (30)-day period.
1.3. LEVEL OF EFFORT; QUALITY OF SERVICES. Except as otherwise expressly
provided in this Agreement, all services, consultation, training,
assistance, opinions, evaluations or other support which Xxxxxx Co.
renders or causes to be rendered to RDO pursuant to this Agreement will
be provided on a "reasonable efforts" basis. For purposes of this
Agreement, a "reasonable efforts" basis means performing, or causing to
be performed, identified tasks to the same level or degree of
involvement Xxxxxx Co. would provide in its own internal operations.
Unless particular personnel are designated as being dedicated to RDO,
the services provided by any particular person to RDO will not be given
priority over reasonable and necessary services required to meet RDO's
requirements. The services which Xxxxxx Co. renders or cause to be
rendered to RDO hereunder will be of a nature and quality substantially
similar to that which Xxxxxx Co. require for its own internal
operations with respect to comparable services.
1.4. SELECTION OF PERSONNEL. The selection and assignment of Xxxxxx Co.'s
personnel needed to perform the services to be provided to RDO under
this Agreement will be solely determined
by Xxxxxx Co. It is understood and agreed that Xxxxxx Co.'s personnel
performing such services will meet the job or position qualifications
normally required of a person performing the particular or comparable
service for Xxxxxx Co.'s own internal operations.
1.5. SUBCONTRACTING. Services to be rendered by Xxxxxx Co. to RDO under
this Agreement may be subcontracted, in whole or in part, by any Xxxxxx
Co. without the express written approval of RDO, but Xxxxxx Co. will,
at all times, remain fully liable for the performance by any
subcontracted party in accordance with the terms of this Agreement,
including, without limitation, continued compliance with the provisions
of Article III of this Agreement.
1.6. WARRANTY DISCLAIMER. XXXXXX CO. MAKES NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES IMPLIED BY LAW OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, REGARDING THIS AGREEMENT, THE PERFORMANCE OF THE
SERVICES CONTEMPLATED BY THIS AGREEMENT OR ANY TANGIBLE PROPERTY
DELIVERED BY XXXXXX CO. PURSUANT TO THIS AGREEMENT.
1.7. LIMITATION OF LIABILITY. Xxxxxx Co. will not be liable to RDO or to
any other person or entity for special, indirect, consequential or
punitive damages caused by, attributable to or arising in connection
with the performance, nonperformance or delayed performance of the
services contemplated by this Agreement, or any act or omission of
Xxxxxx Co. or any person or entity acting on behalf of Xxxxxx Co.
attributable to or arising in connection with the services contemplated
by this Agreement, whether negligent or otherwise, including, without
limitation, damages relating to loss of profit or business
interruption, however such damages may be caused, except for such
damages attributable to Xxxxxx Co.'s or such other person's or entity's
fraud, bad faith or willful misconduct. Xxxxxx Co. will not be liable
for any failure to perform or any delay in the performance of its
obligations hereunder due to Force Majeure (as defined in Section 5.1
below) or any cause beyond the reasonable control of Xxxxxx Co.
ARTICLE
2.
COMPENSATION
2.1. RATE OF COMPENSATION. In consideration for the services performed by
Xxxxxx Co. pursuant to this Agreement, RDO agrees to pay or reimburse
Xxxxxx Co. for the following fees or expenses:
(a) PRO RATA FEE. For the performance by Xxxxxx Co. of the corporate
support services described in the schedules hereto which are
identified as "pro rata fee services," RDO will pay or reimburse
Xxxxxx Co. rendering the particular service a pro rata fee based on
RDO's usage of such services compared with the usage of Xxxxxx Co.
and other Xxxxxx Entities.
(b) FIXED FEE. For the performance by Xxxxxx Co. described in the
schedules hereto which are identified as "fixed fee services," RDO
will pay or reimburse Xxxxxx Co. a fixed fee at the quarterly rate
from time to time as set forth on the schedules. The annual rate
of the fixed fee schedules will be reviewed bi-annually and
adjusted from
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time to time as necessary by the written agreement of
the parties. Any such adjustments to the quarterly rate of the
fixed fee shall be set forth on a revised schedule.
(c) VARIABLE FEE. For the performance by Xxxxxx Co. described in the
schedules hereto which are identified as "variable fee services,"
RDO will pay or reimburse Xxxxxx Co. rendering the particular service
a variable fee from time to time. The variable fee schedules hereto
will be reviewed bi-annually and adjusted from time to time as
necessary by the written agreement of the parties. Any such
changes shall be set forth on a revised schedule.
2.2. TAXES. In addition to the fees payable by RDO to Xxxxxx Co. pursuant
to Section 2.1 of this Agreement, RDO will be responsible for and will
pay, or reimburse Xxxxxx Co. for, all federal, foreign, state and local
taxes, duties, fees, assessments, licenses, charges, fines, penalties
and interest and other governmental charges, however designated,
associated with the performance by Xxxxxx Co. of their obligations
hereunder which are now or hereafter imposed under or by any
governmental authority or agency (other than such amounts as relate to
net income or similar taxes based upon Xxxxxx Co.'s earnings arising
hereunder).
2.3. TRAVEL EXPENSES. In addition to the fees payable by RDO to Xxxxxx Co.
pursuant to Section 2.1 of this Agreement, in the event that RDO
requests Xxxxxx Co. to provide services in accordance with this
Agreement that require travel beyond a radius of fifty (50) miles from
Xxxxxx Co.'s principal offices, then RDO agrees that it will pay, or
reimburse Xxxxxx Co. for, all travel, food and lodging expenses
reasonably incurred in connection therewith.
2.4. PAYMENT OF COMPENSATION AND EXPENSES. As soon as practicable following
the end of Xxxxxx Co.'s quarterly accounting periods during the term of
this Agreement (but not later than thirty (30) calendar days after the
end of each such period), Xxxxxx Co. will deliver a written invoice to
RDO separately setting forth the amount of fees and expenses payable
hereunder with respect to the immediately preceding quarterly
accounting period. Such invoice will be in a form and contain
sufficiently detailed supporting information to allow RDO the
reasonable opportunity to verify the fees and expenses payable
hereunder. RDO will have the right to verify the information in the
invoice in the manner provided in Section 2.5 hereof. RDO will pay or
reimburse Xxxxxx Co. for the amount of the fees and expenses payable to
Xxxxxx Co. hereunder with respect to the immediately preceding
quarterly accounting period within a reasonable period of time
following RDO's receipt and verification of the periodic invoices from
Xxxxxx Co., but in no event later than thirty (30) days after receipt
and verification of the invoice. Any questions or disputes between the
parties with respect to determinations or calculations relating to the
amount of the fees or expenses payable hereunder will be resolved by
the independent certified public accounting firm then servicing the
books of RDO, whose determinations or calculations will be binding and
conclusive upon the parties. The costs of any such resolutions will be
borne equally by the parties.
2.5. RECORDS AND INSPECTION. Xxxxxx Co. will keep and maintain complete and
accurate records and books of account showing the determination and the
amount of fees and expenses payable hereunder in sufficient detail and
form to permit the determination of the fees and
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expenses due and payable to Xxxxxx Co. hereunder. Such records and
books of account shall be maintained for a period of one (1) year.
Xxxxxx Co. agrees to permit RDO and RDO's duly authorized
representatives and agents, at RDO's expense, complete access to Xxxxxx
Co.'s facilities to audit, inspect and copy Xxxxxx Co.'s records and
books of account at all reasonable times. Such audit, inspection and
copying will be limited in scope and duration to the extent as may be
reasonably necessary for determining Xxxxxx Co.'s performance under, or
compliance with, the terms of this Agreement and for determining the
accuracy of the fees and expenses payable hereunder.
ARTICLE
3.
CONFIDENTIALITY
3.1. PROPRIETARY INFORMATION. "PROPRIETARY INFORMATION" means all
information which is directly or indirectly disclosed to any of the
parties hereunder, regardless of the form in which it is disclosed,
relating in any way to the other party's markets, customers, products,
patents, inventions, proprietary information, procedures, processes,
methods, designs, strategies, know-how, plans, assets, liabilities,
costs, expenses, revenues, profits, organization, officers, directors,
employees, representatives, agents, distributors, dealers or business
in general.
3.2. NON-DISCLOSURE. Xxxxxx Co. and RDO acknowledge and agree that each
other's Proprietary Information is confidential and proprietary.
Without the other party's express prior written consent, Xxxxxx Co. and
RDO agree not to use any of such Proprietary Information for any
purpose other than as permitted or required for performance by Xxxxxx
Co. and RDO hereunder. Without the other party's express prior written
consent, Xxxxxx Co. and RDO further agree not to disclose or provide
any of such Proprietary Information to any third party and to take all
necessary measures to prevent any such disclosure by their respective
officers, directors, employees, agents or representatives. Such
obligation of non-disclosure and confidentiality will survive
termination of this Agreement. Following termination of this
Agreement, Xxxxxx Co. and RDO will use their reasonable efforts to
return all Proprietary Information (and reproductions thereof) obtained
hereunder.
3.3. PUBLIC INFORMATION; COURT ORDER. Nothing herein will prevent any of
the parties from using, disclosing or authorizing the disclosure of any
Proprietary Information of the other parties hereunder: (a) which is
or hereafter becomes part of the public domain or otherwise becomes
generally available to the public through no fault of the disclosing
party; (b) to the extent and upon the terms and conditions that Xxxxxx
Co. or RDO may have previously made their respective Proprietary
Information available to certain persons; or (c) to the extent that
Xxxxxx Co. or RDO is required to disclose such Proprietary Information
by law or court order.
3.4. LEGAL ACTION. At the request of the other party, Xxxxxx Co. and RDO
will cooperate fully with each other in any and all legal actions taken
by the other to protect its rights in its Proprietary Information. The
party seeking to protect such rights will bear all costs and expenses
reasonably incurred by the other party in the course of cooperating in
such legal action.
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ARTICLE
4.
TERM AND TERMINATION
4.1. TERM. This Agreement will take effect as of the date first above
written and will continue in force for an initial period of three (3)
years ending on October 31, 1999, subject to earlier termination as
provided in Section 4.2 hereof. Thereafter, this Agreement will be
automatically renewed for additional periods of one (1) year each,
unless either party has given the other written notice of its
termination of this Agreement at least sixty (60) calendar days prior
to the scheduled termination date, in which event this Agreement will
terminate on the scheduled termination date or earlier as provided in
Section 4.2 hereof. The performance of particular services
contemplated by this Agreement may be terminated as provided in Section
1.2 of this Agreement.
4.2. TERMINATION. Notwithstanding the provisions of Section 4.1 above, this
Agreement may be terminated in accordance with the following provisions:
(a) Any party hereto may terminate this Agreement at any time by giving
notice in writing to the other parties, which notice will be effective
upon dispatch, should the other party file a petition of any type as
to its bankruptcy, be declared bankrupt, become insolvent, make an
assignment for the benefit of creditors, go into liquidation or
receivership, or otherwise lose legal control of its business, or
should any of the other parties or a substantial part of any of their
businesses come under the control of a third party;
(b) Any party may terminate this Agreement by giving notice in writing to
the other party should an event of Force Majeure continue for more
than sixty (60) calendar days as provided in Section 5.2 below;
(c) Any party may terminate this Agreement by giving notice in writing to
the other party in the event that the other party is in material
breach of this Agreement and has failed to cure such breach within
thirty (30) calendar days of receipt of written notice thereof from
the other party; or
(d) The mutual written consent of the parties.
4.3. RIGHTS AND OBLIGATIONS ON TERMINATION. In the event of termination of
this Agreement for any reason, the parties will have the following
rights and obligations:
(a) Termination of this Agreement will not release RDO from the obligation
to make payment of all amounts then or thereafter due and payable;
(b) Xxxxxx Co. will have the right to terminate any or all services; and
(c) The obligations hereunder which by their terms or clear intent
extend beyond termination of this Agreement, including, without
limitation, the obligations hereunder pursuant to Section 2.5
(relating to records and reports), Section 3.2
5
(relating to confidentiality), and Section 6.1 (relating to
indemnification), will survive termination of this Agreement.
4.4. NO COMPENSATION. In the event that either of the parties hereto
terminates this Agreement for any reason in accordance with the terms
hereof, the parties hereby agree that, subject to the provisions of
Section 4.3 hereof and without prejudice to any other rights or
remedies which any of the parties may have in respect of any breach of
this Agreement, none of the parties shall be entitled to any
compensation or like payment from any of the other parties as a result
of such termination.
ARTICLE
5.
FORCE MAJEURE
5.1. DEFINITION. "FORCE MAJEURE" means any event or condition, not existing
as of the date of this Agreement, not reasonably foreseeable as of such
date and not reasonably within the control of any of the parties, which
prevents in whole or in material part the performance by Xxxxxx Co. of
its obligations hereunder or which renders the performance of such
obligations so difficult or costly as to make such performance
commercially unreasonable. Without limiting the foregoing, the
following will constitute events or conditions of Force Majeure: acts
of state or governmental action, riots, disturbance, war, strikes,
lockouts, slowdowns, prolonged shortage of energy supplies, epidemics,
fire, flood, hurricane, typhoon, earthquake, lightning and explosion.
5.2. NOTICE. Upon giving notice to RDO, Xxxxxx Co. upon being affected by
an event of Force Majeure will be released without any liability on its
part from the performance of its obligations under this Agreement, but
only to the extent and only for the period that its performance of such
obligations is prevented by the event of Force Majeure. Such notice
must include a description of the nature of the event of Force Majeure,
its cause and possible consequences. Xxxxxx Co. will promptly notify
RDO of the termination of such event.
5.3. CONFIRMATION. Xxxxxx Co. must provide to RDO confirmation of the
existence of the circumstances constituting any claimed event of Force
Majeure. Such evidence may consist of a statement or certificate of an
appropriate governmental department or agency where available, or a
statement describing in detail the facts claimed to constitute Force
Majeure.
5.4. SUSPENSION OF PERFORMANCE. During the period that the performance by
Xxxxxx Co. of its obligations under this Agreement has been suspended
by reason of an event of Force Majeure, RDO may likewise suspend the
performance of all or part of its obligations hereunder relating to the
circumstances constituting the claimed event of Force Majeure (to the
extent that such suspension is commercially reasonable).
ARTICLE
6.
INDEMNIFICATION
6.1. INDEMNIFICATION BY RDO. RDO agrees to indemnify and hold harmless
Xxxxxx Co., its successors-in-interest, permitted assigns, officers,
directors, employees, agents and
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representatives, from and against any and all liability, damage, cost,
expense and loss, or threat thereof, including, without limitation,
reasonable attorneys' fees, expenses and court costs, and from and
against any and all claims or actions based upon, or arising out of,
damage or injury to persons or property caused by, attributable to or
arising in connection with Xxxxxx Co.'s' performance, nonperformance or
delayed performance of the services contemplated by this Agreement or
any acts or omissions of Xxxxxx Co.'s or any person or entity acting on
behalf of Xxxxxx Co.'s attributable to or arising in connection with
the services contemplated by this Agreement. Notwithstanding the
foregoing, but subject to Section 1.7 hereof (relating to limitation of
liability), RDO will have the right to pursue any and all claims,
whether at law or in equity, that RDO may have against Xxxxxx Co., its
successors-in-interest, permitted assigns, officers, directors,
employees, agents, representatives and persons and entities acting on
its behalf based upon, arising out of or in connection with the
performance, nonperformance or delayed performance of the services
contemplated by this Agreement or any acts or omissions relating
thereto. Xxxxxx Co. agrees to promptly notify RDO of any such claim in
writing, tender to RDO the right to defend or settle such claim at
RDO's expense, and reasonably cooperate with RDO in defending or
settling any such claim. Xxxxxx Co. may be represented by and actively
participate through their own counsel in the defense of any such claim
if they so desire and the costs of such independent counsel will be
paid by Xxxxxx Co. RDO will have no liability whatsoever with respect
to claims settled without the prior written consent of RDO. RDO may
not settle any claim under this Section 6.1 without the prior written
consent of Xxxxxx Co., which consent will not be unreasonably withheld
or delayed. RDO's indemnification obligations pursuant to this Section
6.1 will survive termination of this Agreement.
ARTICLE
7.
MISCELLANEOUS
7.1. RELATIONSHIP.
(a) GENERALLY. Except to the extent expressly provided herein, this
Agreement does not make any party the employee, agent or legal
representative of the other party for any purpose whatsoever. None
of the parties is granted any right or authority to assume or to
create any obligation or responsibility, express or implied, on
behalf of or in the name of any of the other parties. In
fulfilling its obligations pursuant to this Agreement, Xxxxxx Co.
will be acting as an independent contractor. Xxxxxx Co. may,
during the term of this Agreement, provide the same or similar
services to those provided hereunder for others, including, without
limitation, competitors of RDO. RDO may, during the term of this
Agreement, procure the same or similar services to those provided
hereunder from others, including, without limitation, competitors
of Xxxxxx Co. In the performance or rendering of the services
contemplated by this Agreement, Xxxxxx Co. is an independent
contractor with the authority to control and direct the performance
of the details of the services; RDO is interested only in the
results obtained. However, the services contemplated hereby must
meet the approval of RDO. RDO will have no direct control over
Xxxxxx Co. or any of their employees or agents in connection with
the performance of the services contemplated by this Agreement.
Nothing contained in this Agreement will constitute or be construed
to
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be or create a partnership, joint venture, franchise
or similar arrangement between the parties hereto.
(b) LIMITED POWER OF ATTORNEY. Notwithstanding anything in Section
7.1(a) to the contrary, RDO hereby makes, constitutes and appoints
Xxxxxx Co. as RDO's true and lawful attorney, authorized (but not
required) to take, from time to time, and at any and all times, any
and all actions which RDO itself could take, in RDO's name, place
and stead, to the maximum extent permitted by law; PROVIDED,
HOWEVER, that the authority granted by RDO in favor of Xxxxxx Co.
hereunder extends only to actions at that time necessary and
appropriate to permit Xxxxxx Co. to perform the services
contemplated by this Agreement; and, PROVIDED FURTHER, that the
authority granted by RDO in favor of Xxxxxx Co. hereunder will in
no way be construed to give Xxxxxx Co. the right or authority to
amend or otherwise alter the terms of this Agreement or any of the
agreements referred to herein or to provide any consents and
approvals required or permitted under this Agreement or any of the
agreements referred to herein. This power of attorney is not
coupled with an interest and may, therefore, be revoked, in whole
or in part, at any time and from time to time, by RDO giving
written notice to Xxxxxx Co. of such revocation.
7.2. ASSIGNMENT. Except to the extent expressly provided herein, none of
the parties hereto has the right to, directly or indirectly, in whole
or in part, assign, delegate, convey or otherwise transfer, whether
voluntarily, involuntarily or by operation of law, its rights and
obligations under this Agreement, except with the prior written
approval of the other parties. Any such prohibited action will be null
and void.
7.3. NOTICES. Notices, consents, requests, demands and other communications
permitted or required to be given hereunder will be deemed sufficient
if given in writing and if delivered personally, or by United States
registered or certified mail, postage prepaid, return receipt
requested, or by facsimile, telecopy, telegraph, telex or similar
telegraphic or electronic data communication equipment, addressed to
the parties as set forth below or at such other addresses as the
respective parties may designate by like communication from time to
time. Communications so given will be effective upon: (a) receipt by
the party to which notice is given; (b) on the fourth (4th) day
following the date such communication was posted; or (c) the date of
transmission, whichever occurs first.
If to RDO: RDO Equipment Co.
0000 Xxxxx Xxxxxxxxxx Xxxxx
Xxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier: 000-000-0000
If to Xxxxxx Co.: X. X. Xxxxxx Company
-----------------------------------
-----------------------------------
Attention: President
Telecopier:
------------------------
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7.4. ENTIRE AGREEMENT. This Agreement, including the exhibits and schedules
referred to herein (which are hereby incorporated as an integral part
of this Agreement) and the other agreements between the parties
expressly referred to herein, constitutes the entire agreement of the
parties with respect to the subject matter hereof, and supersedes all
previous agreements by and among Xxxxxx Co., the Xxxxxx Entities and
RDO, as well as all proposals, oral or written, and all negotiations,
conversations or discussions heretofore had between the parties related
to the subject matter of this Agreement. The parties acknowledge that
they have not been induced to enter into this Agreement by any
representations or statements, oral or written, not expressly contained
herein.
7.5. AMENDMENT. Except to the extent otherwise expressly provided in this
Agreement with respect to amending the exhibits and schedules referred
to herein, this Agreement may not be modified, amended, rescinded,
canceled or waived, in whole or in part, except by a written instrument
duly executed by the parties hereto.
7.6. SURVIVAL OF PROVISIONS. The rights, remedies, agreements, obligations
and covenants of the parties contained in or made pursuant to this
Agreement which by their terms or clear intent extend beyond the
termination of this Agreement will survive the termination of this
Agreement and will remain in full force and effect.
7.7. PUBLICITY. This Agreement is confidential and no party will issue
press releases or engage in other types of publicity of any nature
dealing with the commercial and legal details of this Agreement without
the other party's prior written approval. However, approval of such
disclosure will be deemed to be given to the extent such disclosure is
required to comply with governmental rules, regulations or other
governmental requirements. In such event, the publishing party will
furnish a copy of such disclosure to the other party.
7.8. SEVERABILITY. In the event that any of the terms or provisions of this
Agreement are in conflict with any rule of law or statutory provision
or otherwise unenforceable under the laws or regulations of any
government or subdivision thereof having jurisdiction over this
Agreement, such terms or provisions will be deemed stricken from this
Agreement to the extent necessary to avoid such conflict, but such
invalidity or unenforceability will not invalidate any of the other
terms or provisions of this Agreement and the remainder of such terms
or provisions and the remainder of this Agreement will continue in full
force and effect, unless the invalidity or unenforceability of any such
provisions hereof does substantial violence to, or where the invalid or
unenforceable provisions comprise an integral part of, or are otherwise
inseparable from, the remainder of this Agreement.
7.9. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, and each such counterpart will be deemed an original
hereof, but all such counterparts together will constitute one (1) and
the same instrument.
7.10. WAIVER. No failure or delay by any of the parties to take any action
or assert any right or remedy hereunder or to enforce strict compliance
with any provision hereof will be deemed to be a waiver of, or estoppel
with respect to, such right, remedy
9
or noncompliance in the event of the continuation or repetition of the
circumstances giving rise to such right, remedy or noncompliance. No
waiver will be effective unless given in a duly executed written
instrument.
7.11. GOVERNING LAW. This Agreement and the legal relations between the
parties hereto will be governed by and construed in accordance with the
internal laws of the State of North Dakota (without regard to the laws
of conflict of any jurisdiction) as to all matters, including, without
limitation, matters of validity, interpretation, construction, effect,
performance and remedies.
7.12. EXPENSES. Except as otherwise expressly provided in this Agreement,
each party will bear its own costs, fees and expenses in connection
with the negotiation, preparation, execution, delivery and performance
of this Agreement.
7.13. NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement is intended
to entitle any person or entity (other than Xxxxxx Co., RDO and their
respective successors-in-interest and permitted assigns and, as
provided in Article VI relating to indemnification, their respective
officers, directors, employees, agents and representatives) to any
claim, cause of action, remedy or right of any kind.
7.14. HEADINGS. The table of contents and the headings of the sections and
articles of this Agreement are inserted for convenience only and do not
constitute a substantive part hereof.
7.15. COMPLIANCE WITH LAWS. The parties hereto agree to comply with all
material laws, rules, regulations and ordinances applicable to their
respective performance of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Corporate Services
Agreement to be duly executed by their authorized representatives effective
as of the date first above written.
RDO EQUIPMENT CO.
By:
-------------------------------------
Xxxx X. Xxxx
President
X. X. XXXXXX COMPANY
By:
-------------------------------------
Xxxxxx X. Xxxxxx
Chief Executive Officer
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SCHEDULE A
OFFICE SPACE
DESCRIPTION: Xxxxxx Co. will provide to RDO office space for its executive
offices located at 0000 Xxxxx Xxxxxxxxxx Xxxxx, Xxxxx, XX 00000 and all
amenities in connection therewith including without limitation heat, light,
electricity, insurance, janitorial services and any and all other amenities
which are currently provided for RDO's office space.
COMPENSATION: Pro-Rata Fee. Currently $ per annum.
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EX A-1
SCHEDULE B
CONFERENCE AND MEETING FACILITIES
DESCRIPTION: Xxxxxx Co. will provide to RDO conference and meeting
facilities available to it which are needed by RDO from time to time and all
amenities in connection therewith including without limitation heat, light,
electricity, insurance, janitorial services and any and all other amenities
which provides in connection therewith.
COMPENSATION: Fixed Fee per usage.
EX B-1
SCHEDULE C
CORPORATE AIRCRAFT
DESCRIPTION: Xxxxxx Co. will provide to RDO use of a corporate aircraft.
COMPENSATION: Fixed Fee. Currently $ per hour.
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EX C-1
SCHEDULE D
ADMINISTRATION OF 401(k) PLAN
DESCRIPTION: Xxxxxx Co. will administer and coordinate RDO's Profit Sharing
401(k) Plan. These tasks will include reporting and filing of all
governmental and nongovernmental reports and returns, notification and
communication to all employees, retirees and other nonactive participants.
COMPENSATION: Pro rata usage Fee. Currently $ per employee.
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EX D-1
