Exhibit 10.6
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement
(“Agreement”), dated as of September 8, 2009
between 214 Investments, Inc. (“214 Investments”),
a Texas corporation, and MDI, Inc. (“MDI”), a
Delaware corporation. Each of 214 Investments and MDI are sometimes
hereinafter referred to as a “Party” and collectively
as the “Parties”.
A.
MDI and 214 Investments have entered into a Stock Purchase
Agreement (the “Stock Purchase Agreement”) pursuant to
which MDI will sell all of the issued and outstanding capital stock
of Monitor Dynamics, Inc. (the “Business”) to 214
Investments (the “Distribution”) pursuant to the terms
and subject to the conditions of the Stock Purchase Agreement and
other Ancillary Agreements.
B. In
connection with the Distribution, MDI and 214 Investments have
agreed to enter into this Agreement in order for 214 Investments to
assist MDI by providing certain temporary transitional services and
support not otherwise specified in any of the Ancillary
Agreements.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and undertakings contained in
this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, 214
Investments and MDI hereby agree as follows:
ARTICLE 1 - TERM
Section 1.01. Term of the
Agreement. The term of this Agreement shall be from the Effective
Date (as defined herein) to and including March 8, 2010 (the
“Term”), although the actual duration of specific
services may be for a shorter or longer period as agreed to by 214
Investments and MDI.
ARTICLE II - SERVICES
Section 2.01.
Provision of Services. On the terms and subject to the conditions
contained herein, 214 Investments shall transfer the knowledge,
information, data and related files to MDI relating to human
resources, payroll, treasury and risk management, accounting and
financial, tax compliance, software, telecommunications services
and information technology, administrative, legal, litigation
support, and product support services or take any action necessary
to effect to the transfer thereof (“Services”); in
particular, 214 Investments will cooperate with and assist MDI with
respect to prosecuting or defending third-party litigation matters.
The Services will be provided by 214 Investments as and when
reasonably requested by MDI and at no charge to MDI.
Section 2.02. Limitation of Liability. 214
Investments shall have no liability whatsoever to MDI or any of its
affiliates for any error, act or omission in connection with the
Services to be rendered by 214 Investments hereunder unless any
such error, act or omission derives from willful misconduct or
gross negligence. IN NO EVENT SHALL 214 INVESTMENTS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA), WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, WHETHER OR NOT 214 INVESTMENTS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
ARTICLE III - GENERAL
Section 3.01. Amendments;
Non-Waiver.
(a) Any provision of this
Agreement may be amended or waived if, and only if, such amendment
or waiver is in writing and signed, in the case of an amendment, by
each party, or in the case of a waiver, by the party against whom
the waiver is to be effective.
(b) The failure of either party
to enforce at any time or for any of the provisions
