CLIENT SERVICES AGREEMENT
This Client Services Agreement ("Agreement") is made by and between S L S
Services, Inc. d/b/a Xxxx Oversight & Logistical Technologies, Inc. ("XXXX") and
Xxxx Cargo Systems, Inc. ("HCS") this First day of April, 1994.
Recital
XXXX is engaged in the business of providing to its clients a full
complement of services normally performed by business entities in the conduct of
their affairs.
HCS desires to enter into an agreement with XXXX for the furnishing of such
services required for the conduct of its business activities.
NOW THEREFORE, and in consideration of the premises, the parties agree to as
follows:
1. Purpose. HCS will purchase and XXXX will provide to HCS the services
designated on Exhibit A hereto and such other services HCS requests
XXXX to perform with respect to the normal business activities of HCS.
In addition to providing the personnel required to perform the
Services, XXXX shall provide all equipment, office, computer, and
otherwise necessary to perform the Services.
2. Term. The term of this Agreement shall commence effective the date of
signing and shall continue from year to year unless terminated in
accordance with this Agreement.
3. Independent Contractor. XXXX shall be an independent Contractor in the
performance of its obligations under this Agreement. Any employees of
XXXX who perform Services shall be the employees of XXXX solely and
HCS shall not be a joint employer of any of XXXX'x employees. To that
end XXXX shall have the exclusive right and duty to supervise and
direct the day to day activities of its employees, including without
limitation, the responsibility to determine and pay their wages and
benefits and to pay all Federal, State and local taxes or
contributions imposed or required under unemployment, workers'
compensation, social security, Medicare, wage and income tax laws with
respect to them. XXXX shall have the sole right to add, remove or
replace any of its employees performing any of the Services. HCS shall
have the right to request XXXX to remove, replace or reassign any of
its personnel based upon a legitimate need to do so but such
determination shall be made in the sole discretion of XXXX.
1
4. Compensation. As compensation for the Services HCS shall pay a fee to
XXXX equal to Five percent (5%) of HCS' gross revenues. The fee shall
be paid monthly on the 30th day of each month following the month for
which such fee is determined.
5. Consultations. In addition to the Services provided, XXXX shall
designate and make available to meet and consult with the Board of
Directors and the officers of HCS the appropriate personnel to at
reasonable times concerning matters pertaining to the organization of
HCS' work force, the fiscal policy of HCS, the relationship of HCS
with its employees or with any organization representing its employees
and in general concerning any material problems arising in connection
with the business affairs of HCS.
6. Standard of Care. XXXX will discharge its obligations under this
Agreement with that level of care which a similarly situated
administrative services provider would exercise under similar
circumstances. XXXX shall not be liable to any party for any mistake
of judgment or other action taken in good faith or for any liability
expense or loss whatsoever, unless it is found in a final judgment by
a court of competent jurisdiction (not subject to further appeal) to
have resulted directly and solely from the fraud criminality or
willful misconduct of XXXX.
7. Insurance. XXXX shall obtain and provide HCS with evidence of
comprehensive General Liability insurance coverage in an amount no
less than One Million Dollars ($1,000,000.00) in which HCS shall be
named as an additional insured. XXXX shall furnish to HCS a
Certificate of Insurance evidencing such insurance coverage which
shall be underwritten by an insurance carrier reasonably satisfactory
to HCS and shall maintain such coverage during the term of this
Agreement. Such insurance shall provide that HCS shall be furnished
with thirty (30) days written notice prior to the date of any
cancellation of such coverage.
8. Remedies. Should XXXX become incapable of continuing performance of
the Services, whether due to circumstances within or outside of its
control, HCS may terminate this Agreement. Should HCS be in default of
compensation owing at any time under this Agreement, HCS shall be
deemed to be in default of this Agreement and XXXX has available to it
all legal remedies and process.
9. Termination This Agreement shall continue until terminated by either
party as herein provided. Besides electing to terminate this Agreement
as an exercise of its remedies as stated above, either party may elect
to terminate this Agreement by giving written notice to the other
party as stated below:
TO HCS: Xx. Xxxxxx X. Xxxx, Xx.
President
Xxxx Cargo Systems, Inc.
X.X. Xxx 0000
Xxxxx., XX, 00000
TO: XXXX: Xx. Xxxxxx X. Xxxx, Xx.
President
2
Xxxx Oversight & Logistical Technologies
XX Xxx 0000
Xxxxx., XX 00000
Such notice shall be given at least ninety days prior to the proposed
termination of the Agreement. XXXX shall deliver immediately to HCS
all of the records in its possession of HCS pertaining to and related
to the Services. XXXX agrees to keep confidential, and shall not
disclose to any third party or make use of, any information regarding
HCS of any nature which XXXX may acquire during the term of this
Agreement. XXXX agrees that if it violates this provision relating to
confidentiality, the remedy at law for such violation will be
inadequate and that HCS will suffer irreparable harm. Therefore, in
addition to any other remedy which HCS may have under this Agreement,
HCS shall be entitled to apply to any court of competent jurisdiction
for equitable relief, including specific performance and injunctions
restraining XXXX from committing or continuing any such violation of
this Agreement without the necessity of proving actual damages.
10. Entire Agreement This Agreement constitutes the entire Agreement
between the parties and may not be amended except by an instrument in
writing executed by both of the parties hereto. This Agreement
supersedes any and all written or verbal agreements between the
parties.
Attest: SLS Services, Inc
-------------------------- d/b/a Xxxx Oversight & Logistical
Technologies, Inc.
BY: BY: /s/ Xxxxxx X. Xxxx, Xx.
----------------------------- ------------------------------
Date: 04/01/94
----------------------------
Attest: Xxxx Cargo Systems, Inc.
--------------------------
BY: BY:
------------------------------ ------------------------------
Date: 04/01/94
----------------------
3
Exhibit A
Description of Services for Client
Accounting: Preparation and maintenance of books of original entry
including but not limited to, cash receipts journal, cash disbursements journal,
purchase journal, accounts payable journal, payroll journal, sales journal,
preparation and maintenance intermediate books of entry, final book of entry
i.e. general ledger; preparation of monthly trial balances and financial
statements (balance sheet, statement of income and retained earnings and source
and use of cash), if needed, but in not event not less than on a quarterly
basis, no less than sixty (60) days after the end of the first three quarters of
a year and one hundred twenty (120) days after the end of the fiscal year;
processing of sales invoices, mailing to customers, collection of payments due
and deposit of collections into client's bank account as designated.
Management Information Processing: Collection, assembly and computer
processing of data dealing with, but not limited to, necessary to perform the
accounting services described herein; as required by client's customers
including, but no limited to, inventory reports, productivity reports; the
writing and periodic review of computer programs necessary to accomplish the
management information processing functions contemplated herein; the acquisition
and maintenance of any and all computer equipment necessary to accomplish the
management information processing functions contemplated herein and the
professional training of staff so that the management information processing
functions can be completed in a professional and competent manner.
Insurance: Review of property, personal injury, business and financial risks
normally associated with operations engaged in by client and the procurement of
insurance coverage with reputable insurance companies to cover such risks and
limit client's financial risk therefore: investigation, processing settlement
the providing of assistance to counsel of insurance carriers and the
communication to underwriters of personal injury and property claims;
investigation, processing, coordinating with outside counsel for the defense of
workmen's compensation claims.
Marketing. Identifying and soliciting potential customers for client; traveling
to potential market areas to meet with prospective customers for client; quoting
and negotiating of rates and follow-up with customers to insure customer
satisfaction.
4
