Exhibit 10(a)
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") made and entered
into as of the 17th day of June, 1996, by and between Vanguard Cellular
Financial Corp., a North Carolina corporation (the "Consultant") and wholly
owned subsidiary of Vanguard Cellular Systems, Inc., a North Carolina
corporation ("Vanguard"), and Inter(bullet)Act Systems, Incorporated, a North
Carolina corporation (the "Company"). Vanguard is also a party in this Agreement
for purposes of terminating the existing Consulting Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, the Company and Vanguard have entered into a Consulting
Agreement dated as of January 30, 1996 pursuant to which the Company engaged
Vanguard to provide certain consulting services thereunder; and
WHEREAS, the Company is desirous of engaging the Consultant to provide
certain management and consulting services to the Company under the terms and
conditions set forth herein and the Consultant is desirous of providing such
services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1. Termination of Existing Agreement. Effective upon the execution
hereof, the Consulting Agreement between the Company and Vanguard dated as of
January 30, 1996 (the "Existing Consultant Agreement") is hereby terminated in
its entirety, subject, however, to the Company making all payments due to the
Consultant thereunder.
2. Engagement as Consultant. The Company hereby engages the
Consultant to perform management and consulting services to the Company and the
Consultant hereby accepts such engagement and agrees to provide such services in
accordance with the terms of this Agreement.
3. Duties of Consultant. The Consultant agrees to provide one or more
of its executive or other employees to render services to the Company from time
to time under this Agreement, as reasonably requested from time to time by the
Company, in assisting the Company in developing accounting, human resources,
information management, legal compliance, sales training, research and
development, business development and operations procedures, systems and
programs. Such services may be performed at the offices or facilities of the
Company or of the Consultant.
4. Term. This Agreement shall commence as of the date hereof
and shall continue for a period of two years.
5. Consulting Fee. For services rendered hereunder, the Company will
issue to the Consultant, or to one of its wholly owned subsidiaries if directed
by the Consultant, 10,000 shares of its common stock, no par value per share, on
the date hereof and 10,000 shares of its common stock, no par value per share,
on or before June 17, 1997. It is understood and agreed that such shares shall
be subject to the Registration Rights Agreement dated as of May 8, 1995, as
amended, between the
Company and Vanguard. In addition, the Company will reimburse to the Consultant
all normal out-of-pocket business expenses, including travel, meals, lodging and
similar expenses incurred by employees of the Consultant in performing its
duties hereunder. It is expressly understood and agreed that all employees of
the Consultant performing services on behalf of the Consultant hereunder shall
remain the employees of the Consultant and shall not be deemed to be employees
of the Company for any purpose. Notwithstanding any provision herein, this
Agreement shall not cover Stephen R. Leeolou and Aretas E. Stearns.
6. Disclosure of Information. Consultant shall not for any reason or at
any time, whether during or after the term of this Agreement, disclose to any
person (except to the extent that the proper performance of this Agreement may
require disclosure to employees of the Company or its subsidiaries) any secret
or confidential information obtained by the Consultant in the course of, or as a
result of, performance of this Agreement, which secret or confidential
information relates to the Company or any subsidiary corporation, unless so
authorized by the Board of Directors of the Company. Any information that (a)
was known prior to receipt from the Company free of any obligation to keep such
information confidential, or (b) is disclosed to third parties by the Company
without any requirement of confidentiality or which becomes publicly available
other than by unauthorized disclosures, or (c) is independently developed by
Consultant without reliance on any secret or confidential information as
evidenced by its or his records, or (d) is disclosed as compelled by law, shall
not be deemed to be secret or confidential for purposes of this Agreement. In
the event of a breach or threatened breach by the Consultant of the provisions
of this paragraph, the Company shall be entitled to an injunction restraining
the Consultant from disclosing, in whole or in part, any such secret or
confidential information; provided, however, that nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
for any such breach or threatened breach, including the recovery of damages from
the Consultant.
7. Rights to Materials. All records, files, memoranda, reports, price
lists, customer lists, plans, drawing, sketches, documents and the like
(together with all copies thereof) relating to the business of the Company that
the Consultant shall use or prepare or come into contact with in the course or,
or as a result of, the performance of this Agreement (except those in existence
prior to date of this Agreement and owned by the Consultant) shall remain the
sole property of the Company. Upon termination of this Agreement or upon the
prior demand of the Company, the Consultant shall immediately return all such
materials to the Company.
8. Rights to Inventions. Any and all methods, inventions, patents,
trademarks, and other materials developed by the Consultant in performing its
duties under this Agreement shall be and at all times remain the sole and
absolute property of the Company. The Consultant agrees to file such patents,
trademarks and copyrights and to take such other action as shall be reasonably
requested by the Company to perfect its ownership rights in such properties, all
at the expense of the Company.
9. Indemnification. The Company agrees to indemnify and hold harmless
the Consultant and its officers, directors and employees for all acts or
decisions made by any of them in good faith while performing services for the
Company pursuant to this Agreement, other than for acts or decisions
constituting gross negligence or willful misconduct. The Company shall pay all
expenses, including reasonable attorneys fees, actually and necessarily incurred
by the Consultant or its officers,
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directors and employees in connection with the investigation or defense of any
claim or proceeding against them, including the cost of court settlements
arising out of such acts or decisions.
10. Miscellaneous Provisions.
(a) All notices required or permitted to be given hereunder shall be
given in writing and either personally delivered, or delivered by confirmed fax
or overnight mail. If notices are given to the Company, they shall be addressed
to:
Inter(bullet)Act Systems, Incorporated
14 Westport Avenue
Norwalk, Connecticut 06851
Attention: President
If notices are to the Consultant, they shall be addressed to:
Vanguard Cellular Financial Corp.
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
Attention: President
(b) This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and may not be modified or amended except
in writing signed by the party against whom such modification or agreement is
sought to be enforced.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of North Carolina, without regard to principles of
conflicts of laws.
(d) This Agreement shall enure to the benefit of and shall be binding
upon the parties and their respective heirs, successors and their assigns;
provided, however, that the Consultant may not assign this Agreement, other than
to Vanguard or one or more of its wholly owned subsidiaries, without the prior
written consent of the Company.
[continued on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
INTER(bullet)ACT SYSTEMS, INCORPORATED
By:
President
VANGUARD CELLULAR FINANCIAL CORP.
By:
President
For Purposes of Section 1 hereof:
VANGUARD CELLULAR SYSTEMS, INC.
By:
President
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