M ASTER S ERVICES A GREEMENT
THIS
MASTER SERVICES AGREEMENT, dated as of July 31, 2008 (the “
Agreement ”), is entered into by and between
F
AST
C
ASH
I
NTERNATIONAL
L
IMITED
, a corporation organized
under the laws of the British Virgin Islands (“
Customer ”), and M
AP F
INANCIAL
G
ROUP
, I
NC
.
, a Nevada corporation
(“ Provider ”) to be effective as of July 31,
2008 (the “ Effective Date ”).
E XPLANATORY S TATEMENT
WHEREAS,
each of Customer and Provider has agreed that Provider, or its
affiliates, shall, from time to time, provide certain support,
administrative and other services to Customer, or its affiliates,
as set forth herein and in the schedules attached hereto from time
to time.
NOW
THEREFORE, in consideration of the foregoing, the mutual agreements
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
A GREEMENT
1.
Provision and Term of Services; Termination .
(a) Provider
agrees to provide to Customer or its designated affiliate one or
more of the services (collectively, the “ Services
”) as shall be set forth on a Schedule A to be
executed by the parties and annexed hereto from time to time upon
mutual agreement of the parties. Each Schedule A
annexed hereto shall be sequentially numbered ( i.e. , the
first such Schedule A shall be numbered
Schedule A-1 , the second Schedule A-2
, etc.). The Services shall be provided in accordance with the
terms and provisions of this Agreement and the applicable
Schedule A . Provider may cause one or more of its
affiliates to perform such Services on its behalf, and any such
affiliate shall be entitled to the rights and benefits of Provider
under this Agreement as if such affiliate was a party to this
Agreement. Customer may contract with Provider for Services on
behalf of one or more of Customer’s affiliates, and any such
affiliate shall be entitled to the rights and benefits of Customer
under this Agreement as if such affiliate was a party to this
Agreement. By providing one or more Services to Customer each such
affiliate of Provider agrees to be bound by the terms of this
Agreement as such affiliate was a party to this Agreement. By
accepting one or more Services from Provider each such affiliate of
Customer agrees to be bound by the terms of this Agreement as such
affiliate was a party to this Agreement.
(b) Provider
shall use reasonable care, skill and diligence in providing the
Services.
(c) Each
Provider shall maintain records and accounts of all transactions
relating to the Services performed by it pursuant to this
Agreement. Customer shall have the right to inspect and copy, upon
reasonable notice and at reasonable intervals during such
Provider’s regular office hours, the records and accounts
maintained by such Provider relating to the Services.
2.
Provision and Term of Services; Termination .
(a) The
term of this Agreement shall commence as of the Effective Date and
shall continue for a period of three (3) years and shall
automatically be extended thereafter for successive one (1) year
periods until terminated by either party upon written notice given
180 days prior to the end of the then-current term.
(b) Notwithstanding
Section 2(a), this Agreement may be terminated in its
entirety:
(i) By
either Customer or Provider upon the breach by the other party of
any of the other terms or provisions of this Agreement, unless such
breach is cured within 30 days after written notice thereof (or, if
such breach is not reasonably capable of being cured with such
period, if cure is commenced within such period and prosecuted
diligently to completion within 30 days after such written
notice).
(ii) By
either Customer or Provider immediately in the event that the other
party: (1) becomes insolvent, (2) makes an assignment for the
benefit of creditors; (3) files a voluntary bankruptcy petition;
(4) acquiesces to any involuntary bankruptcy petition; (5) is
adjudicated bankrupt; or (6) ceases to do business, in each case by
written notice by the terminating party to the breaching
party.
(c) In
the event of a termination of this Agreement, all outstanding sums
due hereunder shall be paid immediately following the date of
termination and any rights or obligations to which any of the
parties may be entitled or be subject prior to its termination
shall remain in full force and effect.
3.
Compensation for Services .
(a) Customer
shall pay Provider for the Services in accordance with the fee
schedule set forth on the applicable Schedule A
.
(b) Unless
otherwise specified on the applicable Schedule A ,
such fees shall be paid by Customer within 30 days following the
date Provider invoices Customer for such Services. Failure to
provide an invoice for fees for any given month shall not be deemed
a waiver of such fees and such fees may be included, without
prejudice, in a later invoice delivered to Customer.
(c) If
not specified on the applicable Schedule A , the fees
payable for a specific Service shall be equal to the actual costs
of the Provider in providing such Service, including an allocation
of overhead expenses of such Provider.
(d) Unless
otherwise specified on the applicable Schedule A ,
Cusromer shall reimburse the applicable Provider for third-party,
out-of-pocket, incidental travel, lodging and food expenses
incurred by such Provider in accordance with such Provider’s
customary travel policy, within 30 days of receipt of an invoice
from such Provider for such incidental expenses accompanied by such
additional documentation reasonably required by Customer to verify
the amount of the expense and that such expense was incurred in
connection with providing the
2
Services. Provider will not incur
any expense exceeding $25,000 without Customer’s prior
approval.
(e) All
amounts payable by Customer to a Provider shall be paid by wire
transfer in accordance with the wire transfer instructions provided
by Provider to Customer from time to time.
4.
Force Majeure .
&
