Management Agreement
This Management
Agreement (“Agreement”) is made on ____________(Date), by and between
_______________________________ (“Manager”) and ___________________________,
the owner or corporation (“Owner").
Whereas the Manager
carries on business as a manager of businesses and the Owner wishes to retain
the management services of the Manager in connection with the carrying on of
the Owner's business of a ___________________________ business (the
"Business"), as more particularly described in Exhibit 1.
Therefore in
consideration of the mutual covenants contained in this Agreement and other
good and valuable consideration, the receipt of which is acknowledged by each
party, the parties agree with each other as follows:
1.
Management Services. The Manager shall provide to the Owner as
required by the Owner the following management services ("Management
Services"): ________________
_______________________________________________________________________.
(a) All equipment (the "Equipment") required by the
Owner in connection with the Business including but not limited to: computers,
typewriters, facsimile machines, copiers, transcription and reproduction
equipment and other office equipment and furniture; and any automobiles
required by the Owner;
(b) secretarial and typing services;
(c) telephone answering and receptionist
services;
(d) filing and general clerical services;
(e) delivery services;
(f) purchasing and inventory control;
(g) systems administration;
(h) collection
of accounts receivable; and such other assets and services as may be required
from time to time.
2. Business Expenditures.
The Manager will pay all expenditures necessary to
maintain the Business including, without limiting the generality of the
foregoing or the provisions of paragraph 1, rental payments, the cost of all
supplies required by the Owner in carrying on the Business and all phone and
utility bills.
3.
Management Fee.
In
consideration of the Manager undertaking the management of the Business, the
Owner agrees to pay to the Manager a monthly fee consisting of the cost of the
Manager plus fifteen percent (15%). The
cost of the Manager shall be $ ____________ per month and payment shall be made
within ten (10) days of the Manager submitting his or her monthly invoice for
payment to the Owner.
4.
No Warranties.
The
Manager makes no representation or warranty whatsoever with respect to the
suitability or durability of any Equipment for the purposes or uses of the
Owner or any other representation or warranty concerning any Equipment, express
or implied.
5.
Location and use of Equipment.
The Equipment shall be located and used only on the
Premises and shall not be removed without prior written consent of the
Manager. The Equipment shall be
maintained and operated by competent employees only. The Owner shall pay all expenses of operating
and maintaining the Equipment and shall insure the Equipment against normal
perils, with loss payable to the Manager.
6. Ownership
of Equipment.
The
Equipment shall at all times be and remain the exclusive property of the
Manager, and the Owner shall have no right of property except the right to use
the Equipment on the terms and conditions in this Agreement.
7. Equipment
Not Fixtures.
The Equipment shall at all times during the
term of this Agreement be personal or moveable property, regardless of the
manner in which it may be attached to any real estate. The Owner shall install the Equipment in a
manner, which will permit its removal without material injury to the place of
installation. The Owner shall be
responsible for any damage done to any real estate, building or structure by
the removal of the Equipment and shall indemnify the Manager against liability
for such damage.
8.
Care of Equipment.
The Owner shall at all times, at its own
expense, keep the Equipment in good and efficient working order and
repair. The Manager, its employees and
agents shall at all reasonable times have access to the Equipment for the
purpose of inspecting it. The Owner
shall not, without the prior written consent of the Manager make any
alterations, additions or improvements to the Equipment. All alterations, additions or improvements
shall belong to and remain the property of the Manager.
9. Risk of Loss Or Damage.
Except
for loss or damage to the Equipment from fire or theft, the Owner assumes the
entire risk of loss or damage to the Equipment from any cause. No loss or damage to the Equipment or any
part of it, except loss or damage from fire or theft, shall affect the
obligations of the Owner.
10. Liens and Taxes.
The
Owner shall keep the Equipment free of levies, liens and encumbrances and shall
pay all license fees, registration fees, assessments, charges and taxes
(municipal, state and federal), which may be levied or assessed directly or
indirectly against or on account of the Equipment or any interest therein or
use thereof. If the Owner shall fail to
pay such license fees, registration fees, assessments, charges or taxes, the
Manager may pay the same in which event the cost shall constitute additional
rent, which shall be immediately due and payable and the Manager shall be
entitled to all the remedies provided in this Agreement in the event of default
of payment of rent.
11. Compliance with Law.
The Owner shall comply with all laws,
ordinances, regulations and by-laws present or future, in any way relating to
the ownership, possession, use or maintenance of the Equipment throughout the
term of this Agreement, and shall indemnify the Manager against all liability
it may incur by the Owner's failure to comply.
12. Indemnity.
The Owner shall indemnify the Manager against
any and all claims, costs and expenses in any manner arising from the Owner's
use or possession of the Equipment and against all loss, damage and expense
arising from any action, suit or proceedings, or otherwise on account of any
personal injury or death or damage to property occasioned by the Equipment
during the term created or on account of any infringement or alleged
infringement of patent occasioned by the operation of the Equipment.
13. Events of Default. The following shall each constitute an
"event of default":
(a) failure
of the Owner to pay any amount owing under this Agreement;
(b) breach
of any covenant or condition contained in this Agreement;
(c) subjection
of the Equipment to any lien, levy or attachment;
(d) any
assignment of the Owner for the benefit of creditors;
(e) admission
by the Owner in writing of its inability to pay its debts generally as they
become due;
(f)
appointment of a receiver, trustee, or
similar official for the Owner or for any of its property;
14. Termination.
Manager shall work on a work for hire basis, as a 1099 employee in terms
of the IRS, and shall be subject to termination with thirty (30) days written
notice, with or without cause.
15.
Notices.
Any notice required by this Agreement or given in
connection with it, shall be in writing and shall be given to the appropriate
party by personal delivery or a recognized over night delivery service such as
FedEx.
If
to the Owner: _____________________________________________________.
If
to the Manager: ___________________________________________________.
16. No Waiver.
The
waiver or failure of either party to exercise in any respect any right provided
in this Agreement shall not be deemed a waiver of any other right or remedy to
which the party may be entitled.
17. Entirety
of Agreement.
The terms and conditions set forth herein constitute the
entire agreement between the parties and supersede any communications or
previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings
directly or indirectly related to this Agreement that are not set forth
herein. No change can be made to this
Agreement other than in writing and signed by both parties.
18. Governing Law.
This
Agreement shall be construed and enforced according to the laws of the State of
____________________ and any dispute under this Agreement must be brought in
this venue and no other.
19. Headings in this Agreement
The
headings in this Agreement are for convenience only, confirm no rights or
obligations in either party, and do not alter any terms of this Agreement.
20. Severability.
If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
In
Witness whereof, the parties have executed this Agreement as of the date
first written above.
_________________________ _______________________
Manager Owner
___________________
Date
Exhibit 1:
Description of the Business and/or Property to be Managed.
Management Agreement
Review List
This review
list is provided to inform you about the document in question and assist you in
its preparation. This Management
Agreement provides for the Manager to provide all of the equipment for use on
the premises; this can be altered, as seen fit between the parties. The benefit for this turnkey kind of
operation is that the owner is just the owner and the Manager, often a
management company, retains firm control over all of the assets.
1.Make sure multiple
copies are signed. Keep a copy in your
safe and with your corporate minute book.
2.
Management agreements can be very good or very bad. Most do not fall in the middle. Be careful about your selection process. Afterwards don’t keep pulling up the flowers
to check on the roots. Review the
Manager’s performance carefully on a regular basis. Often everyone puts in a good effort at the
beginning, only to slack off over time.
As the owner, you need to keep a close look at the operations and
financial results. All seemingly obvious
points, but ones too often overlooked.
For what it is worth, in every major company I have been associated
with, including American Power Conversion (APCC-NASDAQ), the Umbroller stroller
company (now part of Newell), and Simply Media, we have had very good
experience with Management Contracts.
The consistent thread was a series of leaders of a careful and
meticulous nature who while not “wanting to be bothered” at first would seek
more and more frequent consultation if they were given the freedom to act they
desired. A win/win situation, if
properly done. These contracts permit
you to concentrate on the core of your business. You often seemingly pay “more” on a per item
basis; but, on an overall basis, you conserve and focus your resources. When I have pulled these activities back, to
run them ourselves, I have regretted the move more than 75% of the time. Ouch!
This can be a big opportunity for you.
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