SUBSIDIARY ENTITY MANAGEMENT SERVICES AGREEMENT
This Subsidiary Entity Management Services Agreement (the “Agreement”) is made as of the date of execution on the signature page below by and between [COMPANY], (the “Manager”), and [CLIENT] (the “Client”), with each having a place of business at the address indicated on the signature page below. Both the Manager and the Client may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Manager is in the business of providing certain management and consulting services;
WHEREAS, the Client is the subsidiary entity of the Manager and the Client desires to engage the Manager for to render certain management and consulting services upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, Manager and Client do respectively grant, covenant and agree as follows:
TERM. The term of this Agreement shall commence as of the date executed and continue in perpetuity unless otherwise terminated according to this Agreement. However, the Client agrees and acknowledges that in the event the Manager effects a sale of all or substantially all its assets and/or ownership interest, then it may terminate this Agreement. Termination of this Agreement for any reason shall not affect the obligations of either party that may have accrued prior to the effective date of the termination, including the obligation of the Client to pay the License and Management Fee accruing prior to the effective date of any such termination.
MANAGEMENT AND CONSULTING SERVICES.
- Operational and Financial Guidance. The Manager shall provide operational and financial guidance with regard to every aspect of the operation of the Client as reasonably requested by the Client (the “Management and Consulting Services”). All Management and Consulting Services to be provided by the Manager shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that the Manager has represented it has.
- Management Assistance. The Manager shall provide management services, which shall include, but not be limited to, the following: (i) recruiting, hiring and training employees and other service providers who will be employed by the Client; (ii) assisting in all advertising, marketing, promotional and public relations activities for the Client; (iii) making available to Client such knowledge and information regarding all phases of the use of Client branding; and (iv) such other services as Manager and Client shall mutually agree upon from time to time during the term of this Agreement.
- Client Access. The Client shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Manager to perform the Management and Consulting Services.
- Limitations. Notwithstanding the Manager’s assistance in the management of the Client as described herein, the ultimate management and control of the Client shall remain with the management of the Client.
- Non-Exclusive. The Manager hereby reserves the right to enter into separate management consulting agreements with the entities affiliated or not affiliated with the Client to ensure performance of said entities in meeting the Client’s business goals and objectives.
- Performance Fee. The Client shall pay to the Manager a performance fee of [PERCENTAGE] of revenue earned per month.
- Invoices. The Manager shall invoice the Client within the first five (5) days of each calendar month throughout the term for the Management and Consulting Services. Each invoice shall be due and payable thirty (30) days from receipt by the Client.
- Non-Payment Penalty. The Client agrees and acknowledges that any non-payment shall incur a penalty of ten percent (10%) per annum or the highest interest rate allowable by the law of the applicable jurisdiction.
- Confidential Information Defined. “Confidential Information” includes written machine-reproducible and visual materials related to the Manager or Client provided by and to either Party; all verbal disclosures related to the Manager or Client made by either Party; any software, whether in object, source or executable code; documentation and nonpublic financial information; information relating to the Manager or Client’s methods of operations; names, addresses, telephone numbers and other identifying information relating to clients; compilations and lists of clients; personnel data relating to the Manager or Client and other of the Manager and Client’s employees and contractors; information contained in placement lists, job orders, applications, files, inter-office referral documents and other documents prepared by or for the Manager and Client and its employees, at the Manager or Client’s expense or on the Manager or Client’s time or otherwise in furtherance of the Manager or Client’s business; nonpublic plans for new products and services, improvements and marketing strategies; and business contacts, pricing, business plans, techniques, methods and processes.
- Non-Disclosure. The Parties agree to receive and maintain the Confidential Information and Trade Secrets of the other Party as a confidential disclosure and shall not disclose such Confidential Information and Trade Secrets or any part thereof to any other person or entity, or use or permit any use of such Confidential Information and Trade Secrets or any part thereof or attempt to sell, assign, convey, lease, sub-license, commercially exploit, and/or otherwise market or use, in any way or manner, except as herein expressly permitted, except as follows: (i) with the other Parties’ prior written consent in each instance of disclosure or (ii) if the Party is required by law to disclose the Confidential Information or Trade Secrets, but only after prompt notice to the other Parties, such that they have a reasonable opportunity to oppose or prevent a disclosure, and only to the extent so required. The foregoing nondisclosure obligations shall not apply to Confidential Information or Trade Secrets (a) which is or becomes publicly available other than through the breach of this Agreement, (b) which was known to the recipient prior to the disclosure by the other Party, (c) which a Party rightfully receives from a third party not bound by any confidentiality agreement with respect thereto, (d) which is independently developed by the recipient, or (e) which is required to be disclosed pursuant to legal or governmental requirements; provided, that disclosure under this clause (e) shall be limited to persons legally entitled to receive the information
- Acknowledgment. The Parties acknowledge that they have fully read and completely understand the terms, nature, and effect of this Agreement, and have had the opportunity to consult with legal counsel before executing this Agreement. The Parties further acknowledge that they are executing this Agreement freely, knowingly, and voluntarily and that each Party’s execution of this Agreement is not the result of any fraud, duress, mistake, or undue influence whatsoever. In executing this Agreement, neither party has relied on any inducements, promises, or representations by the Manager other than the terms and conditions herein.
- Legal Capacity. Each individual signing below represents and warrants that he or she has the right, power, legal capacity, and authority to execute and enter into this Agreement on behalf of the entity for which he or she is signing. No approval or consent not heretofore obtained by any person or entity is necessary in connection with the execution of this Agreement by such party or the performance of such Party’s obligations under this Agreement.
- Force Majeure. In the event that the Manager is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, the present COVID-19 Pandemic, pandemic, epidemic, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the Manager, other causes beyond the Manager’s reasonable control (a “Force Majeure Event”) or an economic crisis resulting from any Force Majeure Event the Manager shall immediately give notice to the Client and shall take reasonable steps to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended until they can resume, or terminated at the election of the Manager should such circumstances continue for one (1) month from the date of notice.
- Assignment. No Party may assign or transfer its rights or obligations under or interest in this Agreement without the prior written consent of the other Party hereto, except that the Manager may assign this Agreement to any affiliated party or any party which purchases substantially all of the assets of the Manager.
- Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
- Governing Law; Venue. This Agreement shall be construed with and governed by the substantive laws of the State of [STATE]. Should any claim or controversy arise between the Parties under the terms of this Note or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in [COUNTY, STATE].
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument.
- Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or by email, addressed as set forth below or as communicated by either Party after the execution of this Agreement:
Email Address: [EMAIL ADDRESS]
Email Address: [EMAIL ADDRESS]
- Attorney’s Fees. The prevailing party in any action arising out of this Agreement shall be entitled to recover reasonable attorney’s fees as part of any judgment.
IN WITNESS WHEREOF, the Parties have executed this Agreement in accordance with the dates as indicated below.
City, State, Zip
City, State, Zip