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EXHIBIT 10.1
EXPENSE SHARING AGREEMENT
This Expense Sharing Agreement ("Agreement") is made this 1st
day of February, 1997, by and between RVP Development Corporation, a Michigan
corporation, of 00 Xxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxx 00000
("RVP") and U.S. Xchange, L.L.C., a Michigan limited liability company, of 00
Xxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxx 00000 ("USX").
Statement of Facts
RVP and USX share common ownership. RVP has leased the
premises located at 00 Xxxxxx Xxxxxx, X.X., Xxxxx Xxxxxx, Xxxxxxxx (the
"Premises") and has hired certain employees. USX wishes to utilize a portion of
the Premises and to utilize the expertise of certain employees of RVP. RVP has
agreed to allow USX to utilize a portion of the Premises and certain of RVP's
employees under the terms and conditions contained in this Agreement.
Agreement
In consideration of the facts stated above and the mutual
covenants of the parties contained in this Agreement, the parties agree as
follows:
1. Use of the Premises. RVP agrees to allow USX to occupy a
portion of the Premises as is mutually agreed upon by RVP and USX from time to
time. On a monthly basis, USX shall reimburse RVP for its proportionate share of
the previous month's rental costs, utility costs, janitorial costs, insurance
costs, telephone costs, office supplies costs and any other similar direct costs
based upon the percentage square footage of the Premises occupied by USX as
compared to the total square footage of the Premises. Such payment shall occur
on or before the 15th day of each month and shall be based upon an estimate of
such costs as determined by RVP.
2. Use of RVP Employees. RVP agrees to allow USX to utilize
the services of certain employees of RVP. Attached as Exhibit A is a list of
those employees and the estimated percentage of their time which will be devoted
to USX endeavors. It is contemplated that Exhibit A shall be updated from time
to time by the parties. On a monthly basis, USX shall reimburse RVP for its
proportionate share of the previous month's compensation and employee benefit
costs for such employees based upon the percentage contained on Exhibit A. Such
payment shall occur on or before the 15th day of each month and shall be based
upon an estimate of such costs as determined by RVP. Each employee listed on
Exhibit A shall continue solely as an employee of RVP and, other than as set
forth above, RVP shall be responsible for all salaries, taxes, employee benefits
and related costs and expenses in connection with such employees.
3. Term. This Agreement shall commence effective Feb 1, 1997
and shall have an initial term of one (1) year. Thereafter, this Agreement shall
renew for additional one (1) year terms unless either party provides the other
with at least thirty (30) days written notice of termination prior to the date
of renewal.
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4. Nature of Relationship. The parties agree that no provision
of this Agreement shall be construed to create a partnership, joint venture or
other relationship between the parties.
5. Miscellaneous Provisions.
(a) Assignment. This Agreement may not be assigned by
either party hereto without the consent of the other party.
(b) Successors Bound. Subject to the provisions of
Section 5(a), this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns.
(c) Notices. Any notice, request, instruction or
other document deemed by any party hereunder to be necessary or
desirable to be given to any other party shall be in writing and shall
be conclusively deemed given if delivered in person, if entrusted to a
reputable overnight courier service, or if mailed by registered mail or
certified mail, postage prepaid, with return receipt requested,
addressed to the party at their address set forth above or to such
other addresses as either party may designate in a written notice
served upon the other party in the manner provided herein.
(d) Section Headings. The section headings in this
Agreement are for reference purposes only and shall not affect the
interpretation of this Agreement.
(e) Entire Agreement. This Agreement represents the
entire agreement among the parties relating to the subject matter
hereof, and supersedes all prior agreements relating to the subject
matter hereof.
(f) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which shall constitute the same instrument.
(g) Governing Law. This Agreement shall be construed
in accordance with and governed by the internal laws, and not the law
of conflicts, of the State of Michigan.
(h) Severability. If any provision herein is found to
be unenforceable, invalid or illegal, such provision shall be deemed
deleted from this Agreement, and the remainder of this Agreement shall
not be affected or impaired thereby.
(i) Attorneys' Fees. If any action, including,
without limitation, arbitration, should arise among the parties hereto
under this Agreement, the prevailing party in such action shall be
reimbursed for all reasonable expenses incurred in connection with such
action, including reasonable attorneys' fees.
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(j) Pronouns and Numbers. Whenever the context so
requires, the masculine shall include the feminine and neuter, and the
singular shall include the plural, and conversely.
(k) Further Assurances. The parties hereto agree to
execute any and all such further agreements, instruments or documents,
and to take any and all such further action, as may be necessary or
desirable to carry into effect the purpose and intent of this
Agreement.
WHEREOF, the parties have set their hands effective as of the
date first written above.
RVP DEVELOPMENT CORPORATION
By /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Chairman
U.S. XCHANGE, L.L.C.
By /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Member
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EXHIBIT A
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Name of Employee Percentage of Time Devoted to USX
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Xxx XxxxxxXxx 20%
Xxxxx Xxxxxxxx 25%
Xxx Xxxxxxxx 50%
Xxxxx Xxxx 50%
