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EXHIBIT 10.7
MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT is entered into as of January __,
2000 (the "Effective Date"), by Zindart Limited (the "Company") and ChinaVest
Limited ("ChinaVest").
WHEREAS, the Company desires to retain ChinaVest to provide certain
services to the Company upon the terms and conditions hereinafter set forth, and
ChinaVest is willing to undertake such obligations.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties, intending to be legally bound hereby, agree
as follows:
1. Management Services. ChinaVest will assist the Company with business
and organizational strategy, tax planning, financial advisory services and
executive management services, as requested by the Company from time to time
(the "Services").
2. Fee. The Company shall pay to ChinaVest an annual fee of $500,000
(the "Fee") for the Services. The Fee shall be paid promptly following the date
of this Agreement. The Company shall pay a quarterly fee of $125,000 to
ChinaVest not later than the 15th day of April, 2000, and not later than the
15th day of each July, October, January and April thereafter, until this
Agreement shall be terminated.
3. Term. The term of this Agreement shall commence on the Effective
Date and shall continue until terminated by either party by written notice to
the other; provided that Sections 4, 5, 6, 7, 8 , 9, 10, 11 and 12 hereof shall
survive any such termination.
4. Indemnification. In the event that ChinaVest or any of its
affiliates, principals, partners, directors, stockholders, employees, agents and
representatives (collectively, the "Indemnified Parties") becomes involved in
any capacity in any action, proceeding or investigation in connection with any
matter referred to in or contemplated by this Agreement, or in connection with
its Services, the Company will indemnify and hold harmless the Indemnified
Parties from and against any actual or threatened claims, lawsuits, actions or
liabilities (including out-of-pocket expenses and the fees and expenses of
counsel and other litigation costs and the cost of any preparation or
investigation) of any kind or nature, arising as a result of or in
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connection with this Agreement and its Services, activities and decision
hereunder, and will periodically reimburse ChinaVest for its expenses as
described above, except that the Company will not be obligated to so indemnify
any Indemnified Party if, and to the extent that, such claims, lawsuits, actions
or liabilities against such Indemnified Party directly result from the gross
negligence or willful misconduct of such Indemnified Party as admitted in any
settlement by such Indemnified Party or held in any final, non-appealable
judicial or administrative decision. In connection with such indemnification,
the Company will promptly remit or pay to ChinaVest any amounts which ChinaVest
certifies to the Company in writing are payable to ChinaVest or other
Indemnified Parties hereunder. The reimbursement and indemnity obligations of
the Company under this Section 4 shall be in addition to any liability which the
Company may otherwise have, shall extend upon the same terms and conditions to
any Indemnified Party, as the case may be, of ChinaVest and any such affiliate
and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Company, ChinaVest, and any such
Indemnified Party. The foregoing provisions shall survive the termination of any
other provisions of this Agreement.
5. Independent Contractors. Nothing herein shall be construed to create
a joint venture or partnership between the parties hereto. ChinaVest shall be an
independent contractor pursuant to this Agreement. No party hereto shall have
any express or implied right to assume or create any obligations on behalf of
the other parties or to bind the other parties to any contract, agreement or
undertaking with any third party.
6. Notices. Any notice or other communications required or permitted to
be given hereunder shall be in writing and delivered by hand or mailed by
registered or certified mail, return receipt requested, or be telecopier to the
party to whom it is to be given at its address set forth herein, or to such
other address as the party shall have specified by notice similarly given.
a. If to the Company: Zindart Limited
Flat C&D, 25/F., Block 1
57 Xxxx Xxx Road
Tai Po, New Territories, Hong Kong
b. If to ChinaVest: ChinaVest Limited
000 Xxxxxxx Xxxxxx
18th Floor
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Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
7. Amendment. This Agreement shall be amended only by a written
agreement between each of the parties hereto.
8. Assignment. This Agreement shall inure to the benefit of and be
binding upon the parties and their successors and assigns.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements and undertakings,
oral and written, among the parties hereto with respect to the subject matter
hereof.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
11. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California applicable to contracts
made and to be performed entirely within such jurisdiction, regardless of the
law that might be applied under principles of conflicts of law.
12. Severability. In the event that any provision of this Agreement or
the application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected except to the extent necessary to delete
such illegal, invalid, or unenforceable provision unless that provision held
invalid shall substantially impair the benefits of the remaining portions of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Management
Services Agreement as of the date set forth in the first paragraph hereof.
ZINDART LIMITED CHINAVEST LIMITED
By: By:
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Name: Name:
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Title: Title:
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