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EXHIBIT 10.7
MANAGEMENT AGREEMENT
BETWEEN
The company under Belgian law, VASCO DATA SECURITY NV/SA having its registered
office at 0000 Xxxxxxxx (Xxxxxxx), Xxxxxx xx Xxxxx 00, XXX 173.472, herewith
represented by Xx. Xxx Xxxxxx and Mr. Xxxxxx Xxxxxxx Xxxx, mandated according
to Article 3 from the bylaws published in the Official Journal dd. 11 February
1997, under number 970211-490, hereafter called (( the mandator )) ;
AND
The company under Belgian law, LIN.K BVBA, having its registered office at
0000 Xxxxx (Xxxxxxx), HRG 164.163, herewith represented by Xxx. Xxxxx Xxxxxxxx,
mandated according to Article 12 of the bylaws published in the Official
Journal dd. 14 February 1992, under number 920214-320, hereafter called (( the
manager )) ;
IT HAS BEEN AGREED AS FOLLOWS :
OBJECT
The manager agrees to be at the disposal of the mandator in order to fulfill
the following tasks :
-development of new applications and techniques in the field of mandator's
activities ;
-training and management of employees, especially on technological level ;
-perform the necessary market research ;
-take care of the business relationships of the company ;
-negotiate, but not conclude purchase and sales contracts ;
-prospecting of new markets.
Commitments
It is not allowed to the manger to take commitments in the name and on behalf
of the mandator.
Liberty of action
The manager is entitled to execute his job according to his personal view and
opinion. He will report his points of view and decisions to the board of
directors.
TERM
Present agreement is concluded for an undefined period of time retroactively
as of 1st of January 1997.
Each party can terminate the agreement at any time a six months notice.
Additionally each party will be entitled to terminate present agreement without
notice under the condition of payment of an indemnification of 2.250.000,-BEF.
ALLOWANCE
Allowance
The mandator will pay to the manager a yearly fee of 4.500.000,- BEF.
Expenses
The expenses for travel and accommodation will be reimbursed by the mandator to
the manager.
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Invoicing
The manager will establish a monthly invoice regarding :
-1/12th of the fixed yearly fee
-the expenses.
Payment terms
The invoices of the manager will be settled at the latest on the last working
day of the current month by wire transfer to account nr. 000-0000000-00.
Time and place
For the execution of his mission the manager will at least be at the disposal
of the mandator 45 hours a week.
The manager is free to decide when and how he will put himself at the disposal
of the company. However he will take care to be reachable by phone for the
management of the company and will go to the premises of the company every time
his presence is needed.
Logistics
Office
Besides his own office at his registered office the mandator will make
available office space for the manager at his premises.
Car
The manager will use his own car for travel related to his function.
6. CONFIDENTIALITY AND NON-SOLICITATION OF EMPLOYEES
Confidentiality
The manager agrees not to disclose any information regarding the company of the
mandator to third parties which could endanger the competitiveness of the
mandator.
Non-solicitation of employees.
During the term of this Agreement and for a period of one month thereafter, the
manager shall not solicit or not knowingly hire any personnel for himself or
any third party. During the same period he will not hire any personnel of the
mandator even upon solicitation of the employee himself, unless this employee's
contract has been terminated by the mandator.
NON-EXCLUSIVITY CLAUSE
Exclusivity
During the term of present agreement, the manager will not put his services at
the disposal of competing companies, nor will he start competitive business or
participate in it in any way.
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During the term of one month after the termination of present agreement, the
manager will not put his services at the disposal of competing companies, nor
will he start competitive business in one of the Benelux countries.
Other activities
During the term of present agreement, the manager may however put his services
at the disposal of another company under the condition that this company does
not exercise activities in competition with the mandator.
IMMEDIATE TERMINATION DUE TO FRAUDE OR GROSS NEGLIGENCE
The mandator will be entitled to immediately terminate this agreement without
any indemnification, in case of fraud or gross professional negligence from the
manager towards the mandator, which will make any further cooperation
impossible.
BANKRUPTCY
Present agreement will legally be terminated in case of the manager going
bankrupt.
The manager is entitled to ask for immediate termination in case of bankruptcy
of the mandator.
TERMINATION
Restitution
Upon termination of present agreement, the manager will return all keys,
documents, software, databases and any material whatsoever to the mandator,
including all notes, reports and minutes which he received from the mandator or
which he made himself regarding the company of the mandator.
Expenses
At termination of the agreement the manager will introduce a detailed expense
note related to all costs to be reimbursed at that time by the mandator.
VAT
All amounts mentioned in this agreement are without VAT.
APPLICABLE LAW AND JURISDICTION
Applicable law
This agreement shall be governed by the laws of Belgium.
Jurisdiction
Any dispute relating to this agreement shall be submitted to the exclusive
jurisdiction of the CEPINA, by one or more arbitrators designated accordingly
to this jurisdiction.
The arbitration court will be constituted by one arbiter only.
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The place of jurisdiction is Brussels.
The procedural language being Dutch.
ELECTION OF DOMICILE AND NOTIFICATION
Domicile
For the execution of present agreement each party has elected their respective
above mentioned domicile.
Notification
Notification of all communications regarding termination of present agreement
has to be done by registered mail or by bailiff summons.
Established in two originals in Brussels, on 31st of January 1997.
Each party declares having received one original.
The mandator, The manager
/s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxxxx
Director, Manager
/s/ T. Xxxxxxx Xxxx
Director
