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EXHIBIT 10.31
TEMPORARY SUPPORT SERVICES AGREEMENT
AGREEMENT, dated as of April 6, 1998, between WMS INDUSTRIES INC., a
Delaware corporation ("WMS"), and MIDWAY GAMES INC., a Delaware corporation
("Midway"), each with an address at 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX
00000.
W I T N E S S E T H :
WHEREAS, on the date hereof, WMS is distributing (the "Distribution") all
of its shares of Midway's common stock to holders of the shares of WMS' common
stock outstanding on March 31, 1998;
WHEREAS, prior to the Distribution, Midway has been a majority-owned
subsidiary of WMS;
WHEREAS, the parties formerly provided for certain arrangements whereby
WMS and its subsidiaries (collectively, hereinafter, "WMS") had been providing
certain services to Midway; and
WHEREAS, the parties desire to set forth the terms of continuing
arrangements under which WMS will continue to provide such services to Midway
following the Distribution.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and intending to be legally bound, the parties hereby agree as
follows:
1. SERVICES TO BE SUPPLIED. During the term hereof, WMS shall supply all or a
portion of the following services to Midway: (i) administrative services; (ii)
legal and accounting services; (iii) human resources; (iv) maintenance and
janitorial services; and (v) other agreed-upon services, including the use of
space by Midway in any WMS facility, all to the extent requested from time to
time by Midway.
2. PAYMENT FOR SERVICES. In consideration for the services provided by WMS
pursuant to this Agreement, Midway shall pay WMS an amount equal to its direct
or allocated cost (including, without limitation, wages, salaries, fringe
benefits and materials), as indicated on
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monthly invoices supplied by WMS. Midway shall make payment to WMS within thirty
(30) days after receipt by Midway of each invoice.
3. EFFECTIVE DATE AND TERM. This Agreement is effective as of April 6, 1998
and will continue in effect for a period of 18 months and for successive renewal
periods of three months each; provided, however, that this Agreement may be
terminated by either party for any reason upon six months' prior written notice,
and each party may, upon at least sixty days' prior written notice, terminate
any one or more of the services provided under Section 1, except the use of
space by Midway in any WMS facility.
4. MISCELLANEOUS.
4.1 No waiver by either party of any default shall be effective unless in
writing, nor shall any such waiver operate as a waiver of any other default or
of the same default on any future occasion.
4.2 Each party warrants and represents that proceeding herewith is not
inconsistent in any material way with any contractual obligations, expressed or
implied, undertaken with any third party.
4.3 In the event that any term or provision of this Agreement shall
violate any applicable statute, ordinance or rule of law in any jurisdiction in
which it is used, or otherwise be unenforceable, such provision shall be
ineffective in such jurisdiction only to the extent of such violation without
invalidating any other provision hereof.
4.4 Neither party shall, without the prior written consent of the other,
assign any rights or delegate any obligations under this Agreement, such consent
not to be unreasonably withheld, conditioned or delayed.
4.5 The headings used in this Agreement are inserted only for the purpose
of convenience and reference, and in no way define or limit the scope or intent
of any provision or part hereof.
4.6 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. Nothing
herein, expressed or
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implied, shall be construed to give any other person any legal or equitable
rights hereunder. No person shall be deemed to be a third party beneficiary of
this Agreement. Nothing herein shall be construed to be an admission or waiver
of any rights, claims and defenses the parties may have against third parties,
which rights, claims and defense the parties specifically reserve.
4.7 All notices and other communications hereunder shall be in writing and
shall be delivered by hand, by facsimile or mailed by registered or certified
mail (return receipt requested) to the parties at the addresses set forth on the
first page of this Agreement (or at such other addresses for a party as shall be
specified by like notice) and shall be deemed given on the date on which such
notice is received.
4.8 The parties each shall take such actions and execute such documents
and instruments as may be reasonably requested by the other party to implement
the terms and provisions of this Agreement.
4.9 All controversies and disputes arising out of or under this Agreement
shall be determined pursuant to the laws of the State of Illinois, United States
of America, regardless of the laws that might be applied under applicable
principles of conflicts of laws.
4.10 This Agreement constitutes the entire understanding between the
parties hereto (and supersedes all prior written or oral communications)
relating to the subject matter covered in this Agreement. No amendment,
modification, extension or failure to enforce any condition of this Agreement by
either party shall be deemed a waiver of any of its rights herein. This
Agreement shall not be amended except by a writing executed by all the parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
WMS INDUSTRIES INC.
By: /s/ Xxxxxx X. Xxxx, Xx.
__________________________
Xxxxxx X. Xxxx, Xx.
Xxxx Xxxxxxxxx-Xxxxxxx
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XXXXXX GAMES INC.
By: /s/ Xxxx X. Xxxxxxxx
__________________________
Xxxx X. Xxxxxxxx
President
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