EXHIBIT 10.1
Management Services Agreement
By and between
Azonic Corporation and Wireless Age Communications, Inc.
This Management Services Agreement (this "Agreement") made as of the 1st day of
October 2004, by and between AZONIC CORPORATION a Nevada Corporation
(hereinafter "the Company'") and WIRELESS AGE COMMUNICATIONS, INC., a
corporation organized under the laws of the State of Nevada (hereinafter the
"Provider").
WHEREAS, the Company has the need for certain executive, technology and other
general management and administrative services relating to its operations,
including general management, marketing, and business development; and
WHEREAS, the Provider has agreed to provide such executive, technology and other
general management and administrative services relating to its operations,
including general management, marketing, and business development; and
WHEREAS, the Company has agreed to reimburse the Provider for the cost of such
executive, technology and other general management and administrative services
relating to its operations, including general management, marketing, and
business development; and
NOW, THEREFORE, for and in consideration of the forgoing and the terms and
conditions contained hereinafter, the parties hereto agree as follows:
1.0 Term.
The initial term of this Agreement shall be for a 2 (two) year period beginning
and effective upon the purchase of certain assets from the Filippo Guani
Revocable Trust (the "Initial Term"); provided, however, that the Company or the
Provider may terminate this Agreement for cause at any time. The Company may
also terminate this Agreement without cause on 90 days prior written notice,
provided that the Company will be obligated to pay the lesser of: a) 6 (six)
months fees or b) the remainder due under the Initial Term (provided that the
Company's failure to renew the Initial Term or any extension thereof shall not
constitute a termination by the Company for purposes of this sentence). This
agreement will automatically renew for successive terms of 1 (one) year unless
60 days prior written notice is provided to either party of intent to terminate
this agreement. As used herein, "cause" shall mean either the Company's failure
to timely make the payments specified in Section 3.0 hereof or the Provider's
failure to competently perform the services specified in Section 2.0 hereof, as
applicable, in each case after notice from one party to the other setting forth
the grounds on which the initiating party believes that this Agreement should be
terminated for cause and providing the other party with a reasonable opportunity
to cure any such deficiencies to the extent that such deficiencies are curable.
2.0 Services.
2.1 The Provider agrees to provide, and the Company agrees to accept,
executive, technology and other general management and administrative
services relating to its operations, including general management,
marketing, and business development, described in Exhibit A attached
hereto and as otherwise mutually agreed by the Provider and the
Company (the "services").
2.2. If not otherwise agreed, the specification of particular methods for
rendering the Services and the assignment of personnel therefor will
be determined by the Provider in such manner as in the Provider's
judgement will best serve the objectives indicated by the Company.
Such methods may include, but are not limited to: (a) remote
consulting (by telephone, fax, E-mail, video conferencing, etc.); (b)
written advice; (c) participation in meetings, seminars and workshops;
1
(d) secondment of employees for specific activities; (e) supply of
technical materials, studies and other information; (f) introduction
to persons, firms/companies which may be of interest to the Company;
and (g) other means mutually agreed upon from time to time.
3.0 Compensation.
In consideration for the Services, the Company shall pay the Provider a fee of
$20,000 per month, payable in advance for each calendar month during the Initial
Term or any extension thereof. The Company shall also reimburse the Provider for
its reasonable out-of-pocket expenses incurred in connection with the Services,
payable upon delivery of the Provider's invoice therefor.
4.0 Obligations.
4.1 The Company agrees to fully cooperate with the Provider and to supply
the Provider with any and all information reasonably necessary to
enable the Provider to perform the Services hereunder, in such form as
may be reasonably requested. The Company will give the Provider
representatives' free access to any and all sources of information
reasonably necessary to enable the Provider to satisfactorily perform
the Services; provided that the Provider shall not, and shall not
permit any of its representatives, employees or agents to, disclose
any such information to any third party except to the extent necessary
to enable the Provider to perform the services or to the extent
required by applicable law.
4.2 The Provider agrees to fully cooperate with the Company and to supply
the Company with any and all information reasonably necessary to
enable the Company to meet its legal and tax requirements.
5.0 Liability.
The Provider shall have no liability to the Company except to the extent of the
actual damages (excluding lost profits or special or punitive damages) suffered
by the Company as a direct result of the gross negligence or greater culpability
of the Provider.
6.0 Indemnity.
The Company shall indemnify the Provider and its officers, directors, employees,
independent contractors, agents and representatives, in their capacities as such
(each, an "Indemnified Party"), against and hold them harmless from and any all
damage, claim, loss, liability and expense (including, without limitation,
reasonable attorneys' fees and expenses) incurred or suffered by any Indemnified
Party arising out of or relating to the Services, except to the extent that such
damage, claim, loss, liability or expense is found in a final non-appeal able
judgement to have resulted from the Provider's gross negligence or willful
misconduct.
7.0 Notices.
All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be (i) sent by registered or certified mail,
return receipt requested, (ii) hand delivered, (iii) sent by electronic mail, or
(iv) sent by prepaid overnight carrier, with a record of receipt, to the parties
at the following addresses (or at such other addresses as shall be specified by
the parties by like notice):
(i) if to the Provider at:
Wireless Age Communications, Inc.
13980 Jane Street
King City, Ontario L7B A3
Attention: John G. Simmonds, CEO
2
(ii) if to the Company at:
Azonic Corporation
7 Dey Street, Suite 900
New York, NY 10007
Attention: Gregory Laborde
Each notice or communication shall be deemed to have been given on the date
received.
8.0 Miscellaneous Provisions.
8.1 This Agreement contains the complete understanding of the parties
hereto and there are no understandings, representations, or warranties
of any kind, express or implied not specifically set forth herein.
This Agreement may be amended only by written documents signed by duly
authorized representatives of each of the parties hereto.
8.2 This Agreement shall be governed, construed and interpreted in
accordance with the laws of the State of New York.
8.3 This Agreement may be executed in separate original or facsimile
counterparts, each of which shall be deemed an original and both of
which taken together shall constitute a single agreement.
8.4 This Agreement shall be for the benefit of the Provider and the
Company and shall be binding upon the parties and their respective
successors and permitted assigns.
8.5 Every provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reasons
whatsoever, such term or provision shall be enforced to the maximum
extent permitted by law and, in any event, such illegality or
invalidity shall not affect the validity of the remainder of the
Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the day and year first above written.
AZONIC CORPORATION
Per:________________________________________
Gregory Laborde
WIRELESS AGE COMMUNICATIONS, INC.
Per:________________________________________
John G. Simmonds
3
EXHIBIT A
The Services to be rendered under this Agreement may include, without
limitation, the following:
1. Assistance, advice and support in strategic policy, preparation of regular
operating reviews, attendance at board meetings and the provision of
operations consultancy and support;
2. Assistance, advice and support in new and existing services including
technical support, quality controls, market research and development;
3. Assistance, advice and support in business organization, administration and
logistics;
4. Assistance, advice and support in business development, marketing,
promotion, advertising and investor relations;
5. Assistance, advice and support in purchasing, including selection and
identification of suppliers;
6. Assistance, advice and support in accounting and financial reporting,
including preparation of business plans, budgets, forecast, management
accounts and project cost accounts;
7. Assistance, advice and support in risk management and insurance matters;
8. Assistance, advice and support in information and communication services;
9. Assistance, advice and support in negotiating agreements with third
parties;
10. Specifically under this agreement the Provider will include the following:
o Corporate Office Space and Basic Services
o The following executives and appropriate responsibilities and
obligations those positions hold:
Chief Operating Officer - James Hardy
Chief Technology Officer - David MacKinnon
Corporate Controller - TBA
Support Staff - To Be Determined
Should it be determined that the Company requires additional services and human
resources, the Company and the Provider upon mutual consent may amend this
Agreement to incorporate any additions and fees associated with the amendments.
4