(99)(i) Management Agreement between Techdyne (Europe) Limited
and Simclar International Limited dated May 3, 2001.
MANAGEMENT AGREEMENT
between
TECHDYNE (EUROPE) LIMITED
and
SIMCLAR INTERNATIONAL LIMITED
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Skene ▇▇▇▇▇▇▇, ▇.▇.,
▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇
MANAGEMENT AGREEMENT
between
TECHDYNE (EUROPE) LIMITED, incorporated under
the Companies Acts (Registered Number
SC105568) and having its Registered Office at
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (hereinafter
referred to as "Techdyne")
OF THE ONE PART
and
SIMCLAR INTERNATIONAL LIMITED incorporated
under the Companies Acts (Registered Number
SC59937) and having its Registered Office at
▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter referred to as "Simclar")
OF THE OTHER PART
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WHEREAS Techdyne is engaged in the manufacturing, marketing and sales of
cables, harnesses, electromechanical sub-assemblies and other contract
assemblies (collectively "the Products") from premises at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇;
WHEREAS Simclar is engaged in the manufacturing, marketing and sales of
cables, harnesses, electromechanical sub-assemblies and other contract
assembly services from premises at Pitreavie Business Park, Dunfermline;
WHEREAS Techdyne has announced its intention to wind down its operations at
its ▇▇▇▇▇▇▇▇▇▇ premises;
WHEREAS it may be necessary for Simclar to provide personnel and adminis-
trative and financial services to Techdyne to assist in the completion of
orders;
NOW THEREFORE the parties hereto HAVE AGREED and DO HEREBY AGREE as follows:-
2
FIRST As and when requested so to do Simclar will assign appropriate
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personnel to Techdyne such personnel being operatives, clerical,
technical and managerial to ensure Marketing and Manufacturing of
Products and Administration will continue.
SECOND Simclar will recover from Techdyne by way of service charge the cost
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of providing such personnel or other services; such service charge
being calculated by reference to the actual costs incurred by Simclar
of salaries and travelling expenses of such personnel and such other
expenses as are reasonably and properly incurred in providing the
personnel and services required in terms hereof; such Service
Charges shall be pre-approved, which approval shall not be
unreasonably withheld or delayed, by Techdyne and will be levied on
a weekly basis in arrears and will be due and payable within thirty
(30) days of presentation of the invoice. In the event of any of
the Service Charges not being paid by Techdyne within thirty (30)
days of the date on which the invoice was rendered, interest on the
sum outstanding shall be payable at the rate of eight per centum per
annum from the due date until paid.
THIRD Employees of Simclar who may participate with Techdyne employees or
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personnel in providing the services contemplated herein shall
remain employees of Simclar and Simclar shall indemnify and hold
Techdyne harmless against any claims, losses damages, costs or
expenses including reasonable legal fees made against or sustained
by Techdyne which might hereafter arise out of such employees'
participation in such services.
FOURTH Complete responsibility for Techdyne and its operations shall remain
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solely with Techdyne during the period of this Agreement.
FIFTH This Agreement shall endure until terminated by one party giving to
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the other not less than one month's notice in writing.
SIXTH This Agreement shall be governed by and construed and enforced in
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accordance with the Law of Scotland and both parties agree to submit
to the exclusive jurisdiction of the Sheriff Court of Lothian and
Borders at Edinburgh: IN WITNESS WHEREOF the undersigned have
3
executed and delivered this Agreement as of this Third day of May
2001 by their respective representatives thereto duly authorised.
TECHDYNE (EUROPE) LIMITED SIMCLAR INTERNATIONAL LIMITED
By:............................... By:.................................
▇▇▇▇▇ ▇▇▇▇▇▇, Director ▇▇▇▇▇▇ ▇▇▇▇▇ Foggo, Company Secretary
