Direct Charge Administrative Services Agreement - XL Vision Inc. and Enhanced Vision Systems Inc.
DIRECT CHARGE ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 15th day of April, 1997, by and
between XL VISION, INC., a Delaware corporation, ("XL Vision") and ENHANCED
VISION SYSTEMS, INC., a Delaware corporation, ("EVS").
WITNESSETH:
WHEREAS, XL Vision is providing EVS with certain administrative support
services; and
WHEREAS, XL Vision and EVS have agreed to enter into an Administrative
Services Agreement to reflect the parties' respective rights and obligations.
NOW, therefore, the parties hereto, in consideration of their mutual
covenants and intending to be legally bound, hereby agree as follows:
1. XL Vision agrees to provide (either directly or indirectly through its
subsidiaries) to EVS for the term specified herein, administrative
support services and access to the broad management experience of the
corporate management staff of XL vision. Such services shall be
substantially those heretofore provided by XL Vision to EVS, including
without limitation, consultation in regard to general management,
investor relations, financial management, human resources management,
legal services, insurance programs administration, audit
administration, tax research and planning, and preparation of federal
and state income tax returns. Nothing herein shall be construed to
require XL Vision to provide any services under this Agreement which
cannot reasonably be provided by XL Vision's management and corporate
staff.
2. In consideration of the services to be rendered by XL Vision under this
Agreement, EVS shall pay to XL Vision costs which shall be based on the
individual personal rates and which such hours shall be billed at the
end of each month.
3. EVS recognizes that XL Vision has heretofore provided, or has made
arrangements for, certain other services and benefits for EVS and has
incurred certain obligations of EVS and that XL Vision may continue to
provide, or make arrangements for, certain of such services and
benefits and may incur guarantees of obligations of EVS. The foregoing
may involve, among other things, various types of insurance programs;
various legal, accounting and other matters requiring outside
professional services or in-house services by XL Vision personnel
(including but not limited to legal and accounting services) which are
not in the ordinary course; and guarantees of obligations. To the
extent XL
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Vision continues to incur obligations for EVS at EVS's request in
connection with such services and benefits, EVS shall pay to XL Vision
or to the provider of such services, in addition to the fees provided
in Paragraph 2 of the Agreement, the actual and identifiable costs of
such services and benefits, or in those cases where actual costs cannot
be identified, EVS's proportionate share of such benefits and services,
and the sums necessary to discharge, repay or to otherwise compensate
XL Vision for any obligations incurred by XL Vision in connection
therewith. XL Vision shall submit to EVS a monthly statement of all
such sums due in accordance with the provisions of this Paragraph and
each such statement shall be paid by EVS within 30 days after the
delivery of such statement to EVS.
4. This Agreement shall be effective April 1, 1997 and shall extend on a
month to month basis. Termination of this agreement can be made by
either party to the other party with no less than 30 days prior written
notice.
5. Nothing herein shall be construed to relieve the directors or officers
of EVS from the performance of their respective duties or limit the
exercise of their powers in accordance with the Certificate of
Incorporation or By-Laws of XL Vision, any applicable provisions of the
Corporation Law of the State of Delaware, or otherwise. The activities
of EVS shall at all times be subject to the control and direction of
its Board of Directors and Officers.
6. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and may not be amended
or modified except by the written agreement of the parties hereto.
7. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing in this
Agreement, expressed or implied, is intended to confer on any other
person other than the parties hereto, or their respective successors,
any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
8. This Agreement and any rights or obligations pursuant hereto shall not
be assignable by either party without prior written consent of the
other party.
9. Nothing in this Agreement shall be deemed to constitute the parties
hereto joint venturers, partners or participants in an unincorporated
business or other separate entity.
IN WITNESS WHEREOF, XL Vision, Inc. and ENHANCED VISION SYSTEMS, INC.
have caused this Agreement to be executed in their respective corporate names by
an officer thereunto duly authorized, all as of the date first above written.
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ATTEST: XL VISION, INC.
/s/: Kathleen Lees By:/s/: Gregory W. Haskell
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Kathleen Lees Gregory W. Haskell
Assistant Secretary President and COO
ATTEST: ENHANCED VISION SYSTEMS, INC.
/s/: Kathleen Lees By:/s/: E. Scott Blackwell
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Kathleen Lees E. Scott Blackwell
Assistant Secretary President - Chief Executive Officer
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