MANAGEMENT FEE
AGREEMENT
EFFECTIVE AS
January, 2006
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XL
Generation AG, a
company duly created and organized under the legislation of
Switzerland, duly represented by Mr Alain Lemieux who declares
being authorized to sign the present document.
Hereinafter
referred to as the “XLG”)
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Polyprod inc., a company duly created under the Laws of Canada
, duly represented by Mr. Domenico Malatesta who declares
being authorized to sign the present document;
(Hereinafter
referred to as the “Polyprod”)
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A. XLG has
appointed Polyprod to manufacture turf and non turf sport surfaces
including landscape and playground.
B. XLG
maintains a bureau of “liaison” in Montreal mainly for
customer after sale support, support to agent and distributor and
for marketing and to oversee Polyprod’s manufacturing
process.
C. XLG staff
in Montreal, has no power of any kind to close sales with
client.
D. Some sales
of XLG may be closed with Canadian Customer and GST and PST should
be collected by the Vendor but XLG does not have Registration
Number for GST and PST.
E Polyprod is
willing, in consideration of a fee, to act as the representative of
XLG in Canada for some technical or clerical issue regarding its
activity in Canada which does not attract business income but which
is important for XLG.
.2
NOW, THEREFORE,
in consideration of the foregoing, the agreements contained herein,
and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
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1.
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POLYPROD AS THE REPRESENTATIVE OF XLG IN
POLYPROD
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1.1.
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XLG hereby
appoints Polyprod, which accept, as the representative of XLG for
the following financial issues:
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1.1.1.
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To use
Polyprod’s registration number with the Tax Authorities in
respect of Payroll taxes, GST and PST. Polyprod shall be the
representative of XLG in Canada for the purpose of the said
legislations.
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1.1.2.
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To employ,
under the name of Polyprod, all the staff required by XLG to be
hired in Canada.
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1.1.3.
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To pay the
salary of XLG’s staff appointed to Polyprod and including all
the payroll taxes and other similar taxes payable by Canadian
employees in normal circumstance.
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1.1.4.
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To reimburse
expenses, from time to time, to the employees of XLG upon
authorization of XLG.
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1.1.5.
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To pay other
fees, including consulting fees, required by XLG to third
parties.
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1.1.6.
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To pay
administrative fee charged by Polyprod for the use of the premises
of Polyprod by XLG and other charges related to the
premises.
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1.1.7.
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To maintain a
separate bank account related to issues addressed in this
document.
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1.1.8.
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Generally to
act as the representative of XLG regarding Polyprod and regarding
transfer of money that can be transferred on behalf of XLG to
Polyprod by third parties.
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2.
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POLYPROD AS VENDOR OF XLG’S PRODUCT IN
CANADA
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2.1.
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For all the
sales in the Canadian territory, Polyprod shall be the Vendor in
order to avoid any GST and PST problems with the Tax Authorities.
Polyprod shall act as the representatives of XLG.
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2.2.
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The profit
derived form the Canadian sales will be the ownership of
XLG.
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2.3.
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However,
section 2.2 shall apply as long as Polyprod will remain an
independent legal entity. If, after negotiation, Polyprod becomes
the subsidiary of XLG, the profit from the Canadian sales shall
remain the ownership of Polyprod.
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