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EXHIBIT 10.1
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MANAGEMENT SERVICES AGREEMENT
BY AND AMONG
MELIOR AG
AND
ALDEROX, INC.
DATED AS OF AUGUST 20, 2008
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MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT dated August 20, 2008 (the
"AGREEMENT"), by
and between MELIOR AG, a corporation duly incorporated and existing
under the
laws of Switzerland with registered office at Dammstrasse 19, 6300
Zug (the
"SERVICE PROVIDER"), and ALDEROX, INC., a company organized under
the laws of
the State of Colorado, of 940 Calle Amanecer, Suite E, San
Clemente, CA 92673
(the "COMPANY").
RECITALS
WHEREAS, the Service Provider has the capabilities, personnel and
resources
to assist the Company with a variety of management services;
and
WHEREAS, the Company has determined that it would be efficient
and
cost-effective to purchase such services;
NOW
THEREFORE, in consideration of the mutual covenants and
agreements
hereinafter contained and for other good and valuable consideration
(the receipt
and sufficiency of which is acknowledged by each of the parties
hereto) the
parties covenant and agree each with the other as follows:
ARTICLE 1.
EFFECTIVE DATE AND TERM
1.1 Effective Date. Although executed August 20, 2008, this
Agreement shall be
effective as of April 1, 2008 (the "EFFECTIVE DATE").
1.2 Term. This Agreement shall remain in force until the earlier of
(a) two
years from the Effective Date or (b) termination in accordance with
Article 9
hereunder.
ARTICLE 2.
SERVICES
2.1 The Services. Upon request, the Service Provider shall render
to the Company
the services set forth on Schedule A hereto.
2.2 Other Services. The list set forth on Schedule A may be
extended in the
course of time as appropriate as shall be requested by the Company
and may be
agreed, from time to time, by the Service Provider.
ARTICLE 3.
RENDERING OF SERVICES
3.1 The Rendering of Services. The Service Provider may render the
Services to
the Company by either one or both of the following means:
MANAGEMENT SERVICES AGREEMENT
August 20, 2008
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(a)
Direct Rendering. The Service Provider may render the Services to
the
Company directly, I.E. out of its own resources.
(b)
Indirect Rendering. The Service Provider may also, with the
Company's
prior written consent, out-source to third parties the entire or
partial
rendering of the Services, I.E. the Service Provider may engage
third parties
for the execution of the entire or a part of the Services as
sub-contractors.
3.2 Service Provider's Provision of Services. The Service Provider
shall, at the
Company's reasonable request, render the Services to the Company
either from
time to time or on an on-going basis.
ARTICLE 4.
FEES; EXPENSE REIMBURSEMENTS AND PAYMENTS
4.1 Service Fee. The Services provided by the Services Provider
shall be
remunerated by the Company on a quarterly basis by the last
business day of each
quarter as set forth on Schedule B hereto, which Schedule B may be
amended from
time to time with the written acknowledgement of the Services
Provider and the
Company (such remuneration, the "SERVICE FEES").
4.2 Reimbursement of Expenses.
(a)
Reimbursement of Expenses and Charge for Overhead. Provided that
the
Service Provider obtains prior written approval for any such
expenses exceeding
One Thousand Dollars ($1,000) in any one (1) month, the Service
Provider will be
reimbursed for all and any out-of-pocket expenses incurred for the
rendering of
the Services ( the "EXPENSES"). The Expenses may be fees paid by
the Service
Provider to any sub-contractor (according to Section 3.1(b) above),
provided
however that the Service Provider receives the Company's prior
written
authorization for such expenses.
(b)
Payment of Expenses. The Service Provider may send an invoice
for
Expense to the Company at the end of each month. The Expenses shall
be paid by
the Company to the Service Provider in arrears within ten (10)
business days of
the Company's receipt of such an invoice from the Service Provider
for the
payment of such Expenses. Each such invoice shall itemize each
individual
expense included on such invoice together with the total amount
due, as the sum
of such individual expenses.
4.3 Payments.
(a)
Method of Payment. The Service Fees and the Expenses shall be paid
by
the Company to the Service Provider as set forth on Schedule B.
(b)
Timing of Payments. The total amount of Service Fees shall be
paid
quarterly by the last business day of each quarter. The Expenses
shall be paid
by the Company as described in Section 4.2(b) above.
MANAGEMENT SERVICES AGREEMENT
August 20, 2008
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ARTICLE 5.
TRANSFERABILITY
5.1 Transferability. No party shall assign its rights and
obligations under this
Agreement without the other's party prior written consent, with the
exception
that the Service Provider may delegate its rights and obligations
to any of its
affiliates without such written consent.
5.2 Service Provider Entitled to Sub-Contract. This Article shall
be understood
without prejudice of the Service Provider's entitlement to
sub-contract all or
part of the Services, as referred to in Article 3.1(b) above,
subject to the
conditions of Sections 3.1(b) and 4.2(a).
ARTICLE 6.
CONFIDENTIALITY
6.1 Confidentiality. Both parties hereby acknowledge that by virtue
of this
Agreement they shall have direct or indirect access and acquire
knowledge of
confidential information of the other party (the "INFORMATION").
Both parties
undertake hereby to hold in absolute confidence all and any
Information and not
to use, disclose, reproduce or dispose of any Information in any
manner other
than that expressly provided for in this Agreement. Furthermore
both parties
hereby acknowledge that the parties hereto shall be responsible for
any person
related to them which might have access or obtain knowledge of the
Information,
including but not limited to their respective personnel, employees,
consultants
or agents.
6.2 Survival. The obligations of both parties under this Article 6
shall
survive, in any case, the termination of this Agreement,
irregardless of the
reasons for such a termination.
ARTICLE 7.
REPRESENTATIONS AND WARRANTIES
7.1 The Company. The Company represents, warrants and covenants to
the Service
Provider as follows:
(a)
The execution, delivery and performance by the Company of this
Agreement has been authorized by all necessary action on behalf of
the
Company, and this Agreement is a legal, valid and binding agreement
of the
Company, enforceable against the Company in accordance with its
terms.
(b)
The execution and delivery of this Agreement by the Company,
the
performance by the Company of its obligations under this Agreement
and the
consummation by the Company of the transactions contemplated hereby
will
not
conflict with or result in any violation of or default under
any
provision of any agreement or other instrument to which the Company
is a
party or by which it or any of its properties are bound, or any
permit,
franchise, judgment, decree, statute, order, rule or regulation
applicable
to
the Company or its business or properties.
7.2 The Service Provider. The Service Provider represents, warrants
and
covenants to the Company as follows:
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(a)
The execution, delivery and performance by the Company of this
Agreement has been authorized by all necessary action on behalf of
the
Company, and this Agreement is a legal, valid and binding agreement
of the
Company, enforceable against the Company in accordance with its
terms.
(b)
The execution and delivery of this Agreement by the Company,
the
performance by the Company of its obligations under this Agreement
and the
consummation by the Company of the transactions contemplated hereby
will
not
conflict with or result in any violation of or default under
any
provision of any agreement or other instrument to which the Company
is a
party or by which it or any of its properties are bound, or any
permit,
franchise, judgment, decree, statute, order, rule or regulation
applicable
to
the Company or its business or properties.
ARTICLE 8.
INDEMNITY
8.1 Indemnification of the Service Provider. The Company agrees to
indemnify and
hold harmless the Service Provider, each person, if any, who
controls the
Service Provider, and each affiliate of the Service Provider, from
and against
any and all losses, claims, damages and liabilities (including,
without
limitation, any legal or other expenses reasonably incurred in
connection with
defending or investigating any such action or claim) by reason of
any claim,
demand, suit, proceeding or liability in connection with, as a
result of,
relating to or arising under this Agreement
8.2 Indemnification of the Company. The Service Provider shall
defend, indemnify
and hold the Company harmless against any claims, costs, damages,
losses or
expenses, including reasonable attorneys' fees, incurred by the
Company as a
result of or in connection with any material breach of this
Agreement by the
Service Provider or any of the Service Provider's employees or
agents or any
grossly negligent, reckless or intentional misrepresentation,
wrongful action or
wrongful omission of the Service Provider or the Service Provider's
employees or
agents.
8.3 Legal Counsel. In case any proceedings (including any
governmental
investigation) shall be instituted involving any person in respect
of which
indemnity may be sought pursuant to this Article 8, such person
shall have the
right to retain its own counsel to represent it and any others the
indemnified
party may designate in such proceeding and the indemnifying party
shall pay the
fees and disbursements of such counsel relating t
