This management services agreement template has 9 pages and is a MS Word file type listed under our human resources documents.
Sample of our management services agreement template:
MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the "Manager"), an individual with his/her main address located at: [COMPLETE ADDRESS] WHEREAS by the Asset Purchase Agreement dated as of the date hereof (the "Asset Purchase Agreement", attached hereto as Schedule A), the Purchaser has purchased certain assets of the [SPECIFY] business of the Company (the "Business"); WHEREAS the Purchaser wishes to engage the Company to provide the services of [SPECIFY] to the Business; WHEREAS [INDIVIDUAL NAME] referred hereto as the Manager, is employed by the Company, and in engaging the services of the Company hereunder, the Purchaser is doing so in reliance upon the Company's ability to provide the services of the Manager to perform the duties set out under this Agreement; WHEREAS the Manager has been working in the Business for many years and is knowledgeable of the Business; WHEREAS the Asset Purchase Agreement requires that the Purchaser, the Company and the Manager enter into a Non-Competition and Non-Solicitation Agreement (Schedule B); IT IS HEREBY AGREED THAT: TERM The term of this Agreement shall be for a period of [NUMBER] years commencing on [DATE], and terminating on [DATE], subject to any renewal of the Agreement pursuant to Section [SPECIFY] hereof and subject to earlier termination of this Agreement pursuant to Section [SPECIFY] hereof (the "Term"). MANAGEMENT SERVICES Throughout the Term and in accordance with this Agreement, the Company shall provide the services of the Manager for a minimum of [NUMBER] hours per year to perform such duties as the Purchaser may require for the Business, including the purchase of [SPECIFY] for the Business. The Company shall provide the services of the Manager to the Purchaser, it legal successor or affiliate in the region of [STATE/PROVINCE], and the Manager may also perform his work and services in such other places within [COUNTRY] as the Purchaser may require from time to time. MANAGEMENT SERVICE FEES Fee In consideration of the services of [SPECIFY] to be provided by the Company throughout the Term, the Purchaser shall pay the Company an annual fee of [AMOUNT] in [COUNTRY] currency, payable in equal consecutive weekly installments of [AMOUNT] a week. Notwithstanding the date of this Agreement, this fee shall be payable as and from [DATE]. Commissions The aggregate amount of all commissions paid or payable by the Purchaser to the Business (net of reasonable expenses acceptable to the Purchaser) in respect of all purchases of [SPECIFY] made through the Business from [DATE] to the date of this Agreement inclusively, with the exception of commissions earned by the the Manager on [NUMBER]) truckloads of [SPECIFY] delivered by the Business to the Purchaser during the week of [DATE] to [DATE], will be applied against the fees payable to the Company during the first year of the Term of this Agreement. COMPANY'S COVENANTS Service The Company shall cause the Manager to devote his full business and professional time, effort, skill attention and ability to the business of the Purchaser and shall well and faithfully serve the Purchaser and shall use his best efforts to promote and advance the interests of the Purchaser. Rules and Regulations The Company shall cause the Manager to bound by and faithfully observe and abide by all the reasonable rules and regulations of the Purchaser from time to time in force which are brought to his notice and shall at all times obey and comply with the proper directions and orders given by the President or Chairman of the Purchaser. Non-Disclosure The Company shall not (either during the Term or at any time thereafter) disclose any information relating to the private or confidential business affairs of the Purchaser or relating to any secrets of the Purchaser to any person other than for the Purchaser's purposes and shall not (either during the Term or at any time thereafter) use for his own purposes or for any purposes other than those of the Purchaser any such information or secrets he may acquire in relation to the Business. The Company shall cause the Manager not (either during the Term or at any time thereafter) disclose any information relating to the private or confidential business affairs of the Purchaser or relating to any secrets of the Purchaser to any person other than for the Purchaser's purposes and shall not (either during the Term or at any time thereafter) use for his own purposes or for any purposes other than those of the Purchaser any such information or secrets he may acquire in relation to the Business. Manager Covenants Concurrently with the signature of this Agreement, the Company shall cause the Manager to personally intervene into this Agreement to expressly acknowledge the terms and conditions of this Agreement and to accept to be bound thereby. TERMINATION OF AGREEMENT Termination for Just Cause The Purchaser may terminate this Agreement at any time for Just Cause (as hereinafter defined) without payment of any compensation either by way of anticipated earnings or damages of any kind. For the purposes of this Agreement, "Just Cause" means the continued breach of this Agreement by the Company or by the Manager after [NUMBER] written warnings to such effect, deliberate action to injure or show disloyalty to the Purchaser or theft or fraud against the Purchaser. Termination due to Incapacity Notwithstanding any other provisions of this Agreement, the Purchaser may terminate this Agreement at any time upon [NUMBER] weeks prior written notice if the Manager has not been able to work for a period of [NUMBER] consecutive months. In the case of disability or incapacity of the Manager, the Company may, however, provide the services of another individual to temporarily perform the services of the Manager hereunder so long as such individual performs such services to the satisfaction of the Purchaser. Return of Property Upon any termination of this Agreement for any reason whatsoever, the Company shall at once deliver and the Company shall cause the Manager at once to deliver to the Purchaser all books, documents, effects, money, securities or other property belonging to the Purchaser or for which the Purchaser is liable to others, which are in the possession, charge, control or custody of the Company or of the Manager. RENEWAL OF AGREEMENT The Purchaser may offer to renew this Agreement in accordance with the terms and conditions hereof for further periods of [NUMBER] year each by giving notice in writing to the Company not later than [NUMBER] months prior to the expiry of the Term or the renewal thereof. Such notice shall include the Purchaser's proposals for any changes in terms or conditions of this Agreement. The Company shall communicate its acceptance of such offer by giving notice in writing thereof to the Purchaser no later than [NUMBER] weeks after receipt of the said offer. Any proposed changes in management services fees or other terms and conditions shall be agreed upon in writing between the parties. Failing such renewal and acceptance thereof, this Agreement shall terminate at the end of the Term or of the renewal term, as the case may be, without further notice and termination payments. SEVERABILITY
