EXHIBIT 10.19
SERVICES AGREEMENT
AGREEMENT dated as of this 1st day of January,
2009 between ILUT N.A. Inc., with an address at 1220 West Sixth
Street Cleveland, Ohio 44113 (“ILUT”), Novamerican
Steel Canada Inc., a Canadian corporation with a principal place of
business at 6001 Irwin Street, Ville LaSalle, Quebec H8N 1AS1
(“NOVAMERICAN”) and American Steel and Aluminum Company
Corporation, a Massachusetts corporation with a principal place of
business at 1050 University Avenue, Norwood, Massachusetts 02062
(“ASA”). Each of ILUT, NOVAMERICAN and ASA
may hereafter be referred to herein as a “Party” and,
together, as the “Parties.”
WHEREAS, NOVAMERICAN and ASA wish to retain ILUT
to perform services for them and ILUT wishes to provide such
services to NOVAMERICAN and ASA on the terms herein below
specified.
NOW, THEREFORE, pursuant to the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties hereto intending to be legally bound do hereby agree as
follows:
1.
SERVICES
(a) ILUT
agrees to provide the services for NOVAMERICAN and ASA as further
described in Schedule “A” hereto (the
“Services”).
(b) ILUT
shall determine the method, details, and means of performing the
Services described in Section 1(a) above, and neither NOVAMERICAN
nor ASA shall control the manner or determine the method by which
ILUT accomplishes the Services except to the extent necessary to
coordinate ILUT’s performance in time, space or function with
that of other persons engaged by NOVAMERICAN or ASA to achieve a
common goal.
(c) ILUT
shall devote such time, attention and energy as may be necessary to
render the Services hereunder in a professional, competent and
ethical manner.
2.
TERM AND TERMINATION
(a) Unless
sooner terminated in accordance with Section 2(b), this Agreement
shall commence on January 1, 2009 and shall continue until December
31, 2009 (“Initial Term”). Thereafter,
unless sooner terminated in accordance with Section 2(b), this
Agreement will be automatically extended on a month-to-month basis.
(“Extended Term”).
(b) This
Agreement may be terminated by any Party with or without cause by
providing the other Parties with 60 days’ written notice of
termination.
(c) Upon
the effective date of termination, ILUT shall immediately cease
performing Services for NOVAMERICAN or ASA, as the case may be,
regardless of the status of completion of any project(s) or task(s)
then underway. Upon termination of this Agreement by a
party, the sole obligation of NOVAMERICAN or ASA, as the case may
be, will be to pay ILUT for the percentage of effort completed by
ILUT prior to the effective date of termination.
3.
COMPENSATION FOR SERVICES; REIMBURSEMENT OF
EXPENSES
(a) ILUT’s
compensation for the Services described in Schedule A shall be
$140,000 USD per month for the Initial Term. Based upon
the work performed during a calendar month for each party, ILUT
will send to NOVAMERICAN and/or ASA an invoice for payment due
reflecting their respective share of the $140,000. The
invoice shall also include the reimbursement due for expenses
incurred during the period under section 3(b)
below. NOVAMERICAN and ASA will pay these invoices
electronically as directed by ILUT upon
receipt. ILUT’s compensation for the
Extended Term shall be mutually agreed by the
Parties prior to the commencement of the Extended
Term.
(b) NOVAMERICAN
and ASA will reimburse ILUT for pre-approved reasonable travel,
lodging, meals, and other out-of-pocket expenses incurred in
connection with the Services and in accordance with
NOVAMERICAN’s and ASA’s established policies and which
are supported by adequate documentation. In an effort to
reduce expenses and upon the agreement of the Parties, NOVAMERICAN
and ASA can make appropriate arrangements to provide certain legal,
travel and lodging accommodations to ILUT and to pay for such
expenses directly, for example by obtaining the appropriate
immigration documentation to perform services in Canada, through
the lease of apartments for lodging and cars for travel, instead of
through the reimbursement of expenses to ILUT.
4.
INDEPENDENT CONTRACTOR
(a) ILUT,
in the performance of this Agreement, is acting as an independent
contractor and not an employee, agent, partner or joint venture
partner of NOVAMERICAN or ASA and shall not hold itself out as such
or knowingly permit another to rely on such
belief. Nothing in this Agreement is intended or shall
be construed to create any association, partnership, joint venture
or employment relationship between the Parties. In
addition, ILUT shall not enter into any contract or commitment on
behalf of NOVAMERICAN or ASA or bind NOVAMERICAN or ASA in any
respect whatsoever.
(b) Neither
ILUT nor any employee or agent of ILUT shall be entitled to any
benefits provided to any employee of NOVAMERICAN or
ASA. It shall be the sole responsibility of ILUT to
report as income any compensation received hereunder and to make
requisite tax filings and payments to the appropriate national,
federal, state or local tax authority. Neither
NOVAMERICAN or ASA will withhold or pay on behalf of ILUT (a)
national, federal, provincial or local income taxes or (b) any
other payroll tax of any kind.
(c) No
Party by virtue of this Agreement will have any right, power, or
authority to act or create any obligation, expressed or implied, on
behalf of any other Party.
(d) Nothing
herein is intended to preclude ILUT’s simultaneous or
subsequent engagement by third parties provided only that such
services do not interfere with ILUT’s obligations under this
Agreement or present a conflict of interest, and are consistent
with ILUT’s duties of confidentiality set forth in Section
8.
If the Services are most conveniently performed
on NOVAMERICAN’s or ASA’s premises, NOVAMERICAN and
ASA, as the case may be, shall make reasonable efforts to provide
to ILUT adequate space as may be reasonably required by the nature
of the Services to be performed. ILUT shall otherwise be
responsible to provide such supplies, equipment, support and
facilities as it may require to perform the Services and shall be
responsible for all costs and expenses thereof.
6.
INDEMNIFICATION; LITIGATION
(a) ILUT
shall indemnify and hold harmless (including reasonable
attorneys’ fees) NOVAMERICAN and ASA, their corporate
affiliates, and any employee or agent thereof against all liability
to third parties arising from, related to or in connection with the
provision of Services under this Agreement; provided, however, that
such indemnification shall be limited to the amount of compensation
paid to ILUT under this Agreement. In no event shall
ILUT be liable to NOVAMERICAN or ASA for any indirect, special or
consequential damages in connection with or arising out of this
Agreement or the performance of the Services.
(b) &
