Exhibit 10.1
AGREEMENT OF TERMINATION OF THE
MANAGEMENT AGREEMENT DATED 29Th OCTOBER,
2004
This Agreement is made in Marbella (Malaga), on the 31st July, 2007
BETWEEN:
ON THE FIRST PART:
Mr. Leo Geeris, of legal age, of Dutch nationality, married, domiciled in the
Netherlands, at ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, holder of passport number
▇▇▇▇▇▇▇▇▇, currently valid.
AND OF THE OTHER PART:
Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, of legal age, of Spanish nationality, married,
domiciled in Boadilla del Monte-Madrid (Spain), Rio Tambre, 8, street, 28669,
holder of Fiscal Identity Number (DNVNIF) 14.301.513-K, currently valid
(hereinafter, the "Professional").
INTERVENE:
Mr. Leo Geeris acts:
1.- In his own name and right; and
2.- as a majority shareholder and member of the Board of Directors of
TELECONNECT, INC. (previously named "ITS NETWORKS INC."), an american
company, incorporated and existing under the laws of USA and registered
in the Commercial Registry under the number P9800CH098356 (hereinafter,
the "Company").
Hereinafter. Mr. Leo Geeris, the Company, the Professional and the
Contractor referred together to as the "Parties".
The Parties mutually recognize the necessary legal capacity for the
execution of this AGREEMENT ABOUT TERMINATION OF THE MANAGEMENT
AGREEMENT (hereinafter, the "Agreement about the termination") and,
MANIFEST:
I. That the Company operates in Spain through its Subsidiary "TELECONNECT
COMUMCACIONES, S.A.", a company incorporated and existing under the laws of
Spain, according the public deed granted by Notary of Madrid (Spain), Mr. ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇, on December 3, 1998, and inscribed in the Commercial
Registry of Madrid, Volume 14.088, Chapter 18, Sheet M231.428, and with Tax
Identification Code number A82192097 (hereinafter, the 'Subsidiary").
II.- That the Professional is proprietor of four million (4.000.000) the
Company's shares. Moreover, the Professional is the Company's President and the
Subsidiary's legally appointed representative.
III.- That the Company and the Contractor entered into on 29th October, 2004,
a MANAGEMENT AGREEMENT (hereinafter referred to as the "Agreement", which
scope was the provision of services from the Contractor in favor of the Company
and the Company's subsidiaries.
IV.- That the mentioned Agreement was signed with an undefined service period,
without prejudice to cancel the Agreement by the Parties mutual consent or to
cancel the Agreement unilaterally according to the any specific causes
established in the Agreement's Fourth Stipulation
V.- That the Company and the Contractor wish to terminate and resolve the
Agreement, with effects from November lst, 2007, and to this effect the Parties:
DECLARE:
FIRST.-
The Company and the Contractor mutually agree to terminate and conclude the
Agreement. This termination will be effective as of November 1st, 2007. From
that date, the Agreement will be totally extinguished and the Contractor and the
Professional will have no relations (neither commercial nor labour) with the
Company and the Subsidiary.
SECOND.-
The Company and the Contractor agree that the Contractor will continue to
provide its services to the Company and/or to the Subsidiary, through the
Professional until October. 31ST, 2007. So, the Company and the Contractor
recognize that there is no obligation of a prior notice according to the
Agreement's Fourth Stipulation.
THIRD,-
The Company and the Contractor recognize that neither of them is entitled to any
indemnity or compensation as a consequence of the termination of the Agreement.
No right, condition or advantage under the Management Agreement at be maintained
after the said extinction of the Agreement, with the exception of the agreed in
the present Termination Agreement.
FOURTH.-
The Parties agree that the termination of the Agreement entered into between the
Company and the Contractor implies the extinction of all the obligations of each
party under to the Agreement, as well as the extinction of the obligations
derived from any other direct or indirect relation held between the Parties. The
termination of the Agreement assumes the extinction of the obligations that
could exist between the Professional and the Subsidiary with regards to their
respective relations with the Contractor and the Company. All this, with the
exception of the parties' obligations indicated in the present Agreement of
termination.
FIFTH.-
The termination of the Agreement includes the sale, by the Professional to the
Company, of his 4.000,000 shares of the Company. The Company agrees to buy these
shares through the Subsidiary.
For the above mentioned sale and for the termination of the Management Agreement
celebrated between the Company and the Contractor, the Company will pay to the
Professional, through the Subsidiary, the amount of THREE HUNDRED THOUSAND
(300.000) EUROS.
This amount will he paid according to the following terms:
o A first payment, by bank transfer, of SEVENTY FIVE THOUSAND
(75.000) EUROS that the Professional will receive from the
Company upon signing the present Agreement of termination.
o Two payments of SEVENTY FIVE THOUSAND (75.000) EUROS each In
the form of negotiable notes that will be delivered by the
Company to the Professional in the act of the signature of the
present Agreement of termination. These negotiable notes will
be granted by the Subsidiary. Thus, although the Subsidiary is
the grantor of these negotiable notes, the Company recognizes
and declares that the Subsidiary acts in the name and
representation, and on account of the Company. These
negotiable notes will have the following maturity dates;
o The first negotiable note: 29th August, 2007;
o The second negotiable note: 25th September, 2007.
o A final payment of SEVENTY FIVE THOUSAND (75.000) EUROS that
will be deposited by the Company in an escrow account with the
Company's lawyers or their assigned Notary in Madrid, in the
same act of the formalization of the public deed, according to
Stipulation Eighth of the present Termination Agreement. This
amount will be delivered to the Professional once he signs
the Annual Report of the Company for the fiscal year ending
September 30, 2007 and files it as the 10KSB with the
American authorities.
In addition, the Parties agree that since the Contractor shall continue to
provide its services to the company and the Subsidiary until October, 31st 2007,
the Contractor will continue to receive its monthly fees, according to the Third
Stipulation of the Agreement. It is agreed that the Contractor will continue to
receive its fees corresponding to July, August, September and October, 2007.
The Parties agree that the said payments established in the present Stipulation
extinguish any type of economic obligation that the Company could have to the
Contractor and for the Professional. The Contractor and the Professional will be
unable to claim the fulfilment of any such obligation from the Company.
4
SIXTH.-
Mr. Geeris commits, in his own name, to provide sufficient funds to the Company
and/or to the Subsidiary to ensure the payment:
o To the professional, in relation with the agreed amount for
the sale of the shares of the Company of which the
Professional has title to, according to the established in the
FIFTH Stipulations of the present Agreement of termination.
o To the Contractor, in relation with the monthly fees agreed
in the FIFTH Stipulations of the present Agreement of
termination.
SEVENTH-
The Contractor and the Professional undertake not to compete with the Company,
its Subsidiary, or Other associated subsidiaries or companies on the markets in
That the Company or its subsidiaries act in the moment of the signature of this
Agreement of termination, be it direct or indirect competition or rendering
services to companies or entities whose activity could be considered to be
competitive to the Company, its Subsidiary, or other associated subsidiaries or
companies; including approaching clients of the Company and its Subsidiary with
the intent to deviate business. This undertaking is agreed by the Contractor and
the Professional for a period of two (2) years from the date of this signature
of this Agreement of termination.
EIGHTH.-
The Contractor and the Professional undertake not to reveal to any person or
entity, even after the termination of the Management Agreement, any information
referring to the shareholders, employers, business, clients, operations,
installations, premises, accounts, of finances, processes, methods,
transactions, know-how or any other aspect related to the activities of the
Company, its Subsidiary, other subsidiaries, or any associated company, that the
contractor or the Professional could know or have knowledge of due to the
services rendered to the Company, its Subsidiary, other subsidiaries or other
associated companies, Equally, the Contractor and the Professional undertake to
act with extreme diligence to avoid the publication or revelation of any
confidential information related to this subject matter.
NINTH.-
The parties undertake to formalize this Agreement of termination before a Notary
Public within the next two (2) weeks period after its signature. The Parties
will agree on the Public Notary that will formalize the public deed.
TENTH.-
The Professional undertakes to prepare and sign the annual report of the Company
for its fiscal year ending on September 30, 2007 before the termination of the
Management Agreement and file it with the American authorities as a 10KSB.
ELEVENTH.-
The Parties commit to act with good faith for the total performance of the
obligations derived of this Agreement of termination.
The Contractors and the Professional promise to execute its activities until the
next 31 October, 2007 of a loyal way with the Company and the Subsidiary for the
correct functioning of the Company and the Subsidiary.
TWELFTH.-
The Parties agree that the present Agreement of termination is interpreted by
Spanish laws, and the Parties, with express renunciation to any other
Jurisdiction, agree to abide to the Court of Malaga (Spain) for all the derived
questions of the interpretation or execution of this Agreement of termination.
AS PROOF OF CONFORMITY with all that proceeds, the Parties sign this document,
three copies with one sole effect, at the place and date indicated at the top of
the first page.
TELECONNECT INC.
/s/ D. ▇▇▇ ▇▇▇▇▇▇
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D. Leo Geeris
Majority shareholder and member
of the Board of Directors
OPENVIA, S.L.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
A sole Administrator
/s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇. ▇▇▇ ▇▇▇▇▇▇ (in his own name and right)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (in h9is own name and right)
