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EXHIBIT 10.5
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT
made as of the 5th day of April, 2006 "Effective Date").
BETWEEN:
CONSORTEUM
INC.
(hereinafter
referred to as the "Consultant")
OF THE FIRST PART
- and -
FP FINANCIAL
LTD.
(hereinafter
referred to as the "Corporation")
OF
THE SECOND PART
WHEREAS the
Corporation desires to obtain and apply the expertise of
the Consultant to the Corporation's business.
NOW THEREFORE THIS
AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by
each of the parties hereto) the parties make the agreements and
acknowledgements
hereinafter set forth:
1. CONSULTING
SERVICES - The Corporation hereby retains the services of
the Consultant and the Consultant hereby agrees to provide the
consulting
services which are described in Schedule "A" in accordance with the
provisions
set out in Schedule "A" (the "Services"). The Corporation hereby
agrees the
Consultant will be the Corporation's sole and exclusive financial
products and
services provider as set forth in Schedule "A". The Consultant
shall not be
required to provide any services to the Corporation except as set
forth in
Schedule "A". The Consultant will provide all Services to the
Corporation at the
Consultant's net cost for the term of the contract.
2. TERM - This
Agreement shall commence on the Effective Date with an
initial term of four years and will be automatically renewed for
successive two
year terms thereafter unless the parties elect not to renew his
Agreement in
accordance with Section 8.
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3. NON-EXCLUSIVITY
OF SERVICES -- The Corporation acknowledges that the
Consultant may be retained as a consultant by other persons. The
Consultant may
continue to provide services to other persons and may accept new
retainers for
services. The Consultant may, in the performance of the Services,
provide the
services of one or more of its employees or representatives, and
the identities
of such employees or representatives shall be in the discretion of
the
Consultant. The manner and the times at which the Consultant
performs the
Services shall be within the discretion of the Consultant.
4. COMPENSATION --
The Corporation shall pay to the Consultant an
initial management fee of $5,000.00 payable upon execution of this
Agreement.
Thereafter, the Corporation shall pay to the Consultant a monthly
management fee
of $5,000.00 on the 15th day of each month until the launch of the
FP Financial
benefits card (the "Benefits Card"). Following the launch of the
Benefits Card,
the Consultant will receive twenty percent (20%) of all gross
profits from all
current and future services provided by the Consultant for the term
of the
contract and any renewal terms. The Consultant shall be entitled to
send an
invoice to the Corporation for the Consultant's fees for each month
which shall
be payable within 10 days after the date on which such invoice is
received by
the Corporation. The Corporation shall pay all applicable taxes
such as GST upon
the Consultant's fees.
5. REIMBURSEMENT
-- The Corporation agrees to reimburse the Consultant
for all reasonable and necessary expenses incurred in the
performance of its
services under this Agreement provided that the Consultant shall
substantiate
its expenses by furnishing to the Corporation reasonable evidence
relating to
expenses for which the Consultant seeks reimbursement.
6. COMPLIANCE WITH
LAWS - The Consultant shall in the performance of
this Agreement comply with all laws, regulations and orders of the
federal laws
of Canada and of the Province of Ontario.
7. INDEPENDENT
CONTRACTOR - The Consultant shall provide the Services
to the Corporation as an independent contractor and not as an
employee of the
Corporation and acknowledges that an employer-employee relationship
is not
created by this Agreement.
8. TERMINATION
--
(a) A party may terminate this
Agreement effective
immediately
upon notice to the other party in the
event that the other party is in breach of any of the
terms or conditions of this Agreement which breach is
material and has not been cured in
all material
respects within 30 days after receipt of written
notice which provides details of the breach. The
parties acknowledge and agree that a breach of this
Agreement by the Consultant is material if it
detrimentally and materially affects the business of
the Corporation taken as a whole.
(b) A
party may terminate this Agreement effective
immediately upon notice to the other party in the
event that the other party becomes insolvent or 3
voluntarily or involuntarily bankrupt, or makes an
assignment for the benefit of its creditors.
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(c) In the event of termination, by
the Consultant under
the
provisions of paragraph (a) or (b) above, or in
the event of wrongful termination of this Agreement
by the Corporation, the Corporation shall pay to the
Consultant, all amounts then owing under this
Agreement.
9.LEGAL RISK
MANAGEMENT -- The following legal risk management
provisions will apply for all purposes under and relating to this
Agreement:
(a) the obligations of the Consultant
expressly stated in
this Agreement are in lieu of all other
representations, warranties or conditions expressed
or implied including implied representations,
warranties or conditions arising by statute or
otherwise in law, or from a course of dealing or
usage of trade;
(b) neither party shall have any
liability whatsoever for
any special or consequential damages, loss of profits
or other economic loss of the other party; this
limitation shall not apply to any obligation by a
party to pay any fees or other amounts expressly
required under this Agreement.
10. TIME OF
ESSENCE -- Time of payment is of the essence.
11.
REPRESENTATIONS AND WARRANTIES - Each party represents,
warrants
and covenants to the other party as follows:
(a) Each party is duly organized,
validly existing and no
action relating to insolvency, liquidation or
suspension of
payments has, to the knowledge of such
party, been taken in respect of it.
(b) The execution, delivery and
performance of this
Agreement by each party has been duly authorized by
all necessary action on the part of such party in
accordance with such party's constating documents and
does not and will not require the prior written
consent of any trustee or holder of any indebtedness
or other obligation of such party or any other party
&n
