This Management Agreement (the “Agreement”) is made and entered into as of [Date] by and between: [Name of company A], with its registered office at [address], and registered with the Chamber of Commerce under number [registration number], hereinafter referred to as the “Company”; and [Name of company B], with its registered office at [address], and registered with the Chamber of Commerce under number [registration number], hereinafter referred to as the “Manager”.
WHEREAS: A. The Company has developed a [type of business] business and wishes to engage the Manager to provide management and operational services in connection with the business; B. The Manager is willing to provide such services to the Company on the terms and conditions set out in this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and the mutual promises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Article 1 – Definitions In this Agreement, the following terms have the following meanings:
1.1 “Affiliate”: [Definition];
1.2 “Business”: [Definition];
1.3 “Confidential Information”: [Definition];
1.4 “Intellectual Property Rights”: [Definition];
1.5 “Manager”: [Definition];
1.6 “Management Services”: [Definition];
Article 2 – Appointment
2.1 The Company hereby appoints the Manager to provide the Management Services to the Company, and the Manager hereby accepts such appointment, for the Term, subject to the terms and conditions set out in this Agreement.
2.2 The Manager shall provide the Management Services diligently and to the best of its ability and in accordance with the highest standards of professional competence and integrity.
Article 3 – Duties of the Manager
3.1 The Manager shall perform the Management Services in respect of the Business in a professional, diligent and competent manner.
3.2 Without prejudice to the generality of the foregoing, the Manager shall:
(a) Act at all times in good faith and in the best interests of the Company;
(b) Manage, administer and operate the Business in accordance with the Company’s business plan and any other plans, strategies or policies that may be approved by the Company from time to time;
(c) Comply with all applicable laws and regulations in the performance of its duties and obligations under this Agreement;
(d) Keep the Company informed at all times of all material developments relating to the Business and its management;
(e) Make available to the Company such information relating to the Business and its management as the Company may reasonably request from time to time;
(f) Promptly notify the Company of any matter which, in the Manager’s opinion, could reasonably be expected to have a material adverse effect on the Business;
(g) Use its reasonable endeavours to ensure that the Business achieves its targets;
(h) Use its reasonable endeavours to take such actions as may be reasonably necessary or desirable to protect, maintain, enhance and develop the reputation of the Business; (i) Maintain and develop the goodwill attaching to the Business and the Intellectual Property Rights; (j) Make available such of its employees, agents and advisers as are reasonably necessary to enable it to provide the Management Services; (k) Use its reasonable endeavours to ensure that all of its employees, agents and advisers who are involved in the provision of the Management Services maintain high standards of professional competence and integrity; (l) Comply with all reasonable instructions of the Company; and (m) Use its reasonable endeavours to ensure that its employees, agents and advisers comply with all reasonable instructions of the Company.
Article 4 – Independence
4.1 The Manager shall perform the Management Services independently and without direction or control from any person other than the Company.
Article 5 – No conflict of interest
5.1 The Manager shall not, without the prior written consent of the Company: (a) take any action or omit to take any action which could give rise to an actual or potential conflict of interest with the interests of the Company or the Business; or (b) engage in or commit to engaging in any activity which competes with the Business.
5.2 The Manager acknowledges that the provisions of this Article 5 shall survive the termination or expiry of this Agreement.
Article 6 – Confidentiality
Each Party hereby acknowledges and agrees that they and the other party each possess certain non- public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses, and the Parties have entered into a business relationship, through which they will each have access to the other party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.
Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
Confidential Information shall not mean any information which: I) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party, II) is already known, through legal means, to the Receiving Party, III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions; MV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it, or V) is developed independently by the Receiving Party, and the Receiving Party can show such independent development.
Article 7 – No Agency. Nothing in this Agreement shall be construed as creating or implying any agency, partnership or joint venture relationship between the Company and the Manager.
Article 8 – Liability
8.1 Neither party shall be liable to the other in contract, tort (including negligence) or otherwise for any loss (whether direct or indirect) of profits, revenue, contracts, data, business or anticipated savings or for any indirect or consequential loss whatsoever.
8.2 Nothing in this Article 8 shall exclude or restrict either party’s liability: (a) for death or personal injury caused by its negligence; (b) for fraud; or (c) to the extent that any relevant statutory provision prohibits such exclusion or restriction.
Article 9 – Indemnification
9.1 The Manager shall indemnify the Company against all claims, losses, costs, damages, expenses and liabilities incurred or sustained by the Company as a result of any breach by the Manager of its obligations under this Agreement.
9.2 The Company shall indemnify the Manager against all claims, losses, costs, damages, expenses and liabilities incurred or sustained by the Manager as a result of any breach by the Company of its obligations under this Agreement.
Article 10 – Insurance
10.1 The Manager shall procure and keep in force, at its own cost, a policy of professional indemnity insurance with an insurer licensed to carry on business in [State] in respect of all claims which may arise out of or in connection with the performance of the Management Services.
10.2 The Manager shall ensure that: (a) the Company is named as an additional insured under the policy; and (b) it shall provide the Company with a certificate of insurance as evidence of the insurance required by this Article 10 on request.
Article 11 – Term and termination
11.1 This Agreement shall commence on the date of this Agreement and shall continue in full force and effect until terminated in accordance with its terms (the “Term”).
11.2 This Agreement may be terminated by either party giving to the other not less than [Number] months’ prior written notice.
11.3 Without prejudice to the other provisions of this Article 11, this Agreement shall terminate automatically if: (a) the Company ceases to be a going concern; or (b) the Company becomes insolvent or enters into liquidation (whether voluntary or compulsory), or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or has a receiver, manager, administrator or administrative receiver or similar officer appointed in respect of the whole or any substantial part of its assets or business, or has any step taken by it in connection with any arrangement or composition with, or assignment for the benefit of, its creditors generally, or makes any composition or arrangement with its creditors generally.
11.4 Without prejudice to the other provisions of this Article 11, either party may terminate this Agreement immediately by giving written notice to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such breach is capable of remedy) fails to remedy the breach within [Number] days of receipt of written notice from the non-defaulting party specifying the breach and requiring it to be remedied; (b) the other party is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or (c) the other party suffers an event which, in the reasonable opinion of the non-defaulting party, makes it apparent that the other party will be unable to perform its obligations under this Agreement.
11.5 Without prejudice to the other provisions of this Article 11, either party may terminate this Agreement immediately by giving written notice to the other if the other party: (a) ceases to carry on business; or (b) takes or suffers any action in consequence of which its insolvency or inability to pay debts as they fall due would become apparent.
11.6 Without prejudice to the other provisions of this Article 11, either party may terminate this Agreement immediately by giving written notice to the other if the other party ceases to be authorised or licensed to carry on business or to provide any of the services which are the subject of this Agreement.
11.7 The expiry or termination of this Agreement, for whatever reason, shall be without prejudice to any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
11.8 On the termination or expiry of this Agreement, the Manager shall immediately: (a) cease to perform the Management Services; and (b) return to the Company, or destroy (at the Company’s option) all documents and other materials (and all copies of them) containing, reflecting, incorporating or based on any Confidential Information.
Article 12 – Notices
12.1 Any notice or other communication required or permitted to be given to a party under or in connection with this Agreement shall be in writing in English and shall be delivered: (a) by hand; (b) by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (c) by email, and any notice or communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day.
III) cease performance of the Management Services completely or until payment is made, at the Manager's sole and exclusive discretion.
Any intellectual property provided by the Company to the Manager to assist in the provision of Management Services, that was not created by Manager pursuant to this Agreement, shall belong to the Company. Any ancillary intellectual property belonging to the Manager, provided or shown to the Company in any way, that was not created by Company pursuant to this Agreement, shall belong to the Manager.