Exhibit 10.2
TRANSITION SERVICES
AGREEMENT
THIS TRANSITION
SERVICES AGREEMENT (this “ Agreement ”) is entered into as
of the 26th day of October, 2007, by and among Tradestar
Construction Services, Inc., a New Mexico corporation (the “
Seller ”), Stratum
Holdings, Inc., a Nevada corporation and sole stockholder of the
Seller (the “ Parent
”), and Tradesmen Services, Inc., an Ohio corporation (the
“ Buyer
”).
RECITALS
A.
The Seller, the Parent and the Buyer are, concurrently with the
execution of this Agreement, consummating the transactions
contemplated by that certain Asset Purchase Agreement, dated as of
the date hereof (the “ Purchase Agreement ”), whereby
the Buyer will purchase from the Seller substantially all of the
assets of the Business.
B.
The parties desire to set forth the terms and conditions by which
the Seller and the Parent will continue to provide or cause to be
provided to the Buyer certain identified services during the term
of this Agreement.
C.
Capitalized terms used herein but not otherwise defined have
meanings ascribed to them in the Purchase Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, and subject
to the terms and conditions set forth herein, the parties hereby
agree as follows:
1.
Performance of Transition Services by the Seller and the
Parent . Subject to the terms and conditions set forth in this
Agreement, the Seller and the Parent shall perform, or cause to be
performed, the transition services set forth on Exhibit A (collectively, the “
Transition Services
”) for the benefit of the Buyer during the Transition
Services Period (as defined below).
2.
Payment for Transition Services . As a condition to the
obligation of the Buyer to close the transactions contemplated by
the Purchase Agreement and, in consideration of the Purchase Price
paid to Seller thereunder, the Seller and the Parent have agreed to
enter into this Agreement on the terms and conditions set forth
herein. The Seller and the Parent will provide the Transition
Services to the Buyer during the Transition Services Period (as
defined below) in consideration of the payment by the Buyer to the
Seller of a monthly fee in the amount of $2,700 (the “
Monthly Fee ”), which
shall be prorated for any portion of a month in which the
Transition Services are provided.
3.
Term of Agreement . This Agreement commences as of the date
hereof and will continue in effect through December 31, 2007,
unless earlier terminated in accordance with Section 5 (the “ Transition Services Period ”).
Termination or expiration of this Agreement will not act as a
waiver of any breach of this Agreement and will not act as a
release of any party hereto for any liability or obligations
incurred under this Agreement through the effective date of such
termination or expiration.
4.
Payment of the Expenses . The Buyer shall reimburse the
Seller and the Parent for all of their actual out-of-pocket costs
and expenses, including reasonable travel expenses and other
out-of-pocket costs and expenses incurred by any employee of the
Seller or the Parent in performing the Transition Services (the
“ Expenses ”).
The Seller or the Parent, as applicable, will send to the Buyer an
invoice setting forth the Expenses for each month during which the
Transition Services are provided. The Buyer shall pay to the Seller
or the Parent, as applicable, the amounts due and payable on each
such invoice within 30 days after receipt thereof.
5.
Termination of Transition Services .
(a)
The Buyer may terminate this Agreement by providing the Seller and
the Parent with at least 10 days’ prior written notice, which
notice must specify the date on which the Transition Services are
to be terminated; provided , that the Buyer will be liable
for any and all of the Expenses incurred in connection with the
Transition Services prior to the effective date of such
termination.
(b)
The Buyer may from time to time elect to terminate some of the
Transition Services by providing the Seller and the Parent with at
least 10 days’ prior written notice, which notice must
specify which of the Transition Services are to be terminated (the
“ Terminated Services
”) and the date on which the Terminated Services are to be
terminated; provided , that the Buyer will be liable for any
and all of the Expenses incurred in connection with the Terminated
Services prior to the effective date of such termination. The
termination of the Terminated Services will not affect this
Agreement with respect to any Transition Services not terminated
under this Section 5(b)
.
(c)
Upon the breach of the Buyer’s obligations under Section 4 hereof, the Seller and the
Parent may, upon 10 days’ prior written notice to the Buyer,
terminate this Agreement without any further obligation or
liability to the Buyer; provided , that the Buyer may cure
any defaults under Section
4 during such 10-day period. If the Seller and the Parent
terminate this Agreement pursuant to this Section 5(c) , the Buyer will be liable
for any and all of the Expenses incurred prior to the effective
date of such termination.
6.
Performance of Transition Services; Initial Designee .
(a)
The Buyer will give the Seller and the Parent reasonable advance
notice of its need for the Transition Services. The Transition
Services will initially be provided by Deborah Roberts (the “
Initial Designee ”).
Upon the Buyer’s reasonable request, and subject to the
parties’ mutual agreement on an appropriate increase to the
Monthly Fee, the Seller and the Parent shall cause an individual or
individuals other than the Initial Designee and reasonably
acceptable to the Buyer to perform the Transition Services.
(b)
Simultaneous with the execution of this Agreement, the Buyer shall
deliver, in writin
