Exhibit 10.2
MANAGEMENT AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of
August, 2007 ("Effective Date"),
Between
LIFESPAN INC
0000 Xxxxxxxxx Xxx,
Xxx Xxxxx, Xx. 00000
("CORPORATION")
AND:
Xxxxxx Xxxxx
0000 Xxxxxxxxx Xxx,
Xxx Xxxxx, Xx. 00000
("CONSULTANT and/or CEO")
1. Term of Agreement. The respective duties and obligations of the parties
shall commence on the Effective Date and shall continue for a period of
twelve (12) months.
2. Consultations. The Consultant shall as CEO make itself available to
consult with the directors and the officers of the Corporation, at
reasonable times, concerning any issue of importance regarding certain
opportunities available to the Corporation and other relevant matters
relating to the business of the Corporation. Specifically, it is anticipated
that the Consultant shall (i) as CEO assist the directors and officers of
the Corporation in connection with various delegated matters; and (ii) as
CEO consult with the directors and officers of the Corporation regarding
business direction.
3. Compensation. In consideration and compensation for the provision of the
Services, the Corporation shall pay the CEO the sum of $120,000 annually in
advance which sum shall be due and payable upon execution hereof.
4. Management Power of the CEO. The business affairs of the Corporation
and the operation of business of the Corporation shall be conducted by the
CEO, and other officers, administrative staff and employees of the
Corporation. It is the intention of the Corporation to grant or delegate to
the Consultant as CEO, the power of direction, management, supervision and
control of the administrative staff or other employees of the Corporation.
5. Consultant to Act as CEO. From time to time, the Corporation may
deem it advisable to enter into agreements with various persons. Regarding
those agreements, the Consultant as CEO shall be, and hereby is, designated
as an agent of the Corporation for the purpose of negotiating the terms and
conditions of those agreements. The CEO, shall not obligate the Corporation
to any such agreement without first obtaining the approval of the terms and
conditions of any such agreement from the Board of Directors of the
Corporation.
6. Confidential Information and Trade Secrets.
7. In the course of the discharge of the CEO's duties to the Corporation, as a
result of CEO's relationship with the Corporation, the CEO shall have access
to, and become acquainted with, information concerning the business of the
Corporation, including, but not necessarily limited to, financial,
personnel, credit, sales, planning and other information which is owned by
the Corporation and used regularly in the operation of the business of the
Corporation, and this information constitutes trade secrets of the
Corporation.
8. During the term of this Agreement and at all times thereafter, the
CEO shall not disclose any such trade secrets, directly or indirectly, to
any other person or use those secrets in any way, except as is required to
carry out, perform and effectuate the services contemplated by the
provisions of this Agreement.
9. All files, discs, documents, writings, records, drawings, specifications,
equipment and similar items relating to the business of the Corporation are,
and shall remain, exclusively the property of Client.
10. Ownership of Books, Records, and Papers.
11. All records of the accounts of customers, debtors, service providers,
suppliers, distributors, clients, and any other records and books relating
in any manner whatsoever to the conduct of the Corporation's business during
the term of this Agreement, whether prepared by the CEO or otherwise coming
into the CEO's possession, shall be the exclusive property of the
Corporation.
12. All such books and records shall be returned immediately to the Corporation
by the CEO on any termination of this Agreement.
13. Services of CEO Not Exclusive. The Consultant may represent, perform
services for, and be employed by, any additional persons as the Consultant,
in the Consultant's sole and absolute discretion, determines to be necessary
or appropriate.
14. Employment of Assistants. If it is necessary for the CEO to have the aid of
assistants or the services of other person, in order to perform the duties
and obligations required of the CEO pursuant to this Agreement, the CEO may
from time to time, employ, engage or retain the services of such other
person, with the Corporations prior written consent.
15. Entire Agreement. This Agreement is the final written expression and the
complete and exclusive statement of all the agreements, conditions,
promises, representations, warranties and covenants between the parties with
respect to the subject matter of this Agreement.
16. Consent to Agreement. By executing this Agreement, each party, for itself
represents such party has read or caused to be read this Agreement in
all particulars, and consents to the rights, conditions, duties and
responsibilities imposed upon such party as specified in this Agreement.
Each party represents, warrants and covenants that such party executes and
delivers this Agreement of its own free will and with no threat, undue
influence, menace, coercion or duress, whether economic or physical.
Moreover, each party represents, warrants, and covenants that such party
executes this Agreement acting on such party's own independent judgment and
upon the advice of such party's counsel.
Lifespan Inc.
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx CEO, Director
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
