Exhibit 10.1
MANAGEMENT SERVICES AGREEMENT
This Agreement (the
“Agreement”) is made and entered into effective as of
June 1, 2008 (“the Effective Date”), by and among
Inscrutor Inc. , a Delaware corporation
(“Inscrutor”), and Visator, Inc. , a Delaware
corporation (“Visator”)
WHEREAS, Inscrutor has entered into
a Separation and Distribution Agreement (the
“Agreement”) dated May 30, 2008, with Visator, and the
Agreement provides inter alia , that Visator shall enter
into a management services agreement with Inscrutor.
NOW THEREFORE, the parties agree as
follows:
1.
Management
Services
Inscrutor
agrees to act as a general advisor and information technology
consultant to Visator on all matters pertaining to the software
maintenance of Visator, and to render all other services relevant
thereto.
2.
Management Fee/Expense Reimbursement
The price
for furnishing the management services shall be Three Thousand
($3,000.00) Dollars per month (“Management
Fee”). Fees shall be earned commencing on the
Effective Date, and shall be paid monthly within 15 days of the
close of each month thereafter, and shall be reconciled annually on
or before 90 days after the close of each calendar year thereafter
during the term of this Agreement. Visator shall not be liable to
Inscrutor for any expenses paid or incurred by Inscrutor in the
course of providing services hereunder, unless otherwise agreed to
in writing.
In addition,
Visator shall reimburse Inscrutor for the cost of reasonable and
necessary out-of-pocket expenses incurred by Inscrutor on behalf
of, or the benefit of Visator and attributable to Visator in
connection with the performance of its management services
hereunder. Such expenses may include (but not be limited to) a pass
through or allocation of legal, audit or accounting expenses
attributable to Visator; pro
