EXHIBIT 10.12
FORM OF OFFICE ADMINISTRATION AGREEMENT
AGREEMENT (this "Agreement") made as of March ___, 2006, between North
American Insurance Leaders, Inc., a Delaware corporation (hereinafter referred
to as the "Corporation"), and Ampton Investments, Inc., a California corporation
(the "Administrator").
W I T N E S S E T H:
WHEREAS, the Corporation desires to retain the Administrator to provide
administrative services to the Corporation in the manner and on the terms
hereinafter set forth; and
WHEREAS, the Administrator is willing to provide administrative
services to the Corporation on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Corporation and the
Administrator hereby agree as follows:
1. Duties of the Administrator
(a) Employment of Administrator. The Corporation hereby employs the
Administrator to act as administrator of the Corporation, and to furnish, or
arrange for others to furnish, the administrative services, personnel and
facilities described below, subject to review by and the overall control of the
Board of Directors of the Corporation, for the period and on the terms and
conditions set forth in this Agreement. The Administrator hereby accepts such
employment and agrees during such period to render, or arrange for the rendering
of, such services and to assume the obligations herein set forth subject to the
reimbursement of costs and expenses provided for below. The Administrator and
such others shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized herein,
have no authority to act for or represent the Corporation in any way or
otherwise be deemed agents of the Corporation.
(b) Services. The Administrator shall perform (or oversee, or arrange
for, the performance of) the administrative services necessary for the operation
of the Corporation. Without limiting the generality of the foregoing, the
Administrator shall provide the Corporation with office facilities, equipment
and clerical services at such facilities and such other services as the
Administrator, subject to review by the Board of Directors of the Corporation,
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement.
2. Confidentiality
The parties hereto agree that each shall treat confidentially the terms
and conditions of this Agreement and all information provided by each party to
the other regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party hereto solely for
the purpose of rendering services pursuant to this Agreement and, except as may
be required in carrying out this Agreement, shall not be disclosed to any third
party
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without the prior consent of such providing party. The foregoing shall not
be applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
Agreement, or that is required to be disclosed by any regulatory authority, any
authority or legal counsel of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
3. Compensation; Allocation of Costs and Expenses
In full consideration of the provision of the services of the
Administrator, the Corporation shall pay the Administrator a sum of $10,000 per
month, which sum is based on the costs and expenses expected to be incurred by
the Administrator in performing its obligations and providing personnel and
facilities hereunder, including rent, only in the event of the completion of the
initial public offering of the Corporation.
4. Limitation of Liability of the Administrator; Indemnification
The Administrator (and its officers, managers, partners, agents,
employees, controlling persons, members and any other person or entity
affiliated with the Administrator) shall not be liable to the Corporation for
any action taken or omitted to be taken by the Administrator in connection with
the performance of any of the duties and obligations under Section 1(b) of this
Agreement as administrator for the Corporation, and the Corporation shall
indemnify, defend and protect the Administrator (and its officers, managers,
partners, agents, employees, controlling persons, members and any other person
or entity affiliated with the Administrator, each of whom shall be deemed a
third party beneficiary hereof) (collectively, the "Indemnified Parties") and
hold them harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in settlement)
incurred by the Indemnified Parties in or by reason of any pending, threatened
or completed action, suit, investigation or other proceeding (including an
action or suit by or in the right of the Corporation or its security holders)
arising out of or otherwise based upon the performance of any of the
Administrator's duties and obligations under Section 1(b) of this Agreement as
administrator for the Corporation. Notwithstanding the preceding sentence of
this Paragraph 4 to the contrary, nothing contained herein shall protect or be
deemed to protect the Indemnified Parties against or entitle or be deemed to
entitle the Indemnified Parties to indemnification in respect of, any liability
to the Corporation or its security holders to which the Indemnified Parties
would otherwise be subject by reason of willful malfeasance or gross negligence
in the performance of the Administrator's duties or by reason of the reckless
disregard of the Administrator's duties and obligations under this Agreement.
5. Activities of the Administrator
The services of the Administrator to the Corporation are not to be
deemed to be exclusive, and the Administrator and each affiliate thereof is free
to render services to others. It is understood that directors, officers,
employees and stockholders of the Corporation are or may become interested in
the Administrator and its affiliates, as directors, officers, members, managers,
employees, partners, stockholders or otherwise, and that the Administrator and
directors, officers, members, managers, employees, partners and stockholders of
the
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Administrator and its affiliates are or may become similarly interested in the
Corporation as stockholders, directors, officers or otherwise.
6. Duration and Termination of this Agreement
This Agreement shall become effective as of the date hereof, and shall
remain in force with respect to the Corporation for one year thereafter, and
thereafter continue from year to year, but only so long as such continuance is
specifically approved at least annually by the Board of Directors of the
Corporation.
This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Directors of the Corporation, or by the
Administrator, upon 60 days' written notice to the other party. This Agreement
may not be assigned by a party without the consent of the other party.
7. Amendments of this Agreement
This Agreement may be amended pursuant to a written instrument by
mutual consent of the parties.
8. Governing Law
This Agreement shall be governed by, and construed in accordance with,
laws of the State of New York.
9. Entire Agreement
This Agreement contains the entire agreement of the parties and
supercedes all prior agreements, understandings and arrangements with respect to
the subject matter hereof.
10. Notices
Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed, postage prepaid, to the other party at its principal
office.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
NORTH AMERICAN INSURANCE LEADERS, INC.
By:
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Name: Xxxxxxx X. de Jonge
Title: President
AMPTON INVESTMENTS, INC.
By:
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Name: Xxxxxxxx X. Xxxxxxxx
Title:
OFFICE ADMINISTRATION AGREEMENT
