Sample Business Contracts

Advisory Agreement - IFCO Systems NV and Schoeller Logistics Industries GmbH

Sponsored Links

                               ADVISORY AGREEMENT


IFCO Systems N.V.
Amsteldijk 166 Rivierstaete, 1079 LH Amsterdam, the Netherlands

                                                   - thereafter the "COMPANY" -


Schoeller Logistics Industries GmbH
Zugspitzstrasse 15, 82049 Pullach, Germany

                                                   - thereafter the "ADVISOR" -

                               ADVISORY SERVICES

(1)  The Consultant provides advisory services in accordance to this agreement,
     requested by the Company respectively ("ADVISORY SERVICE").

(2)  The Advisory Services include the services described in APPENDIX 1 to this
     Agreement as well as additional services requested and agreed upon
     separately by the parties in written.

(3)  The Consultant renders advisory services with a team of up to 8 employees
     ((the "ADVISORY TEAM"). The members of the Advisory Team are listed in
     APPENDIX 2 of this Agreement. The parties are aware of the fact that the
     Advisory Team exclusively reports to the Advisor and not to the Company

(4)  The Advisory Services have to be provided in a professional state of the
     art status in actual content and technique. The Advisor assures the
     necessary knowledge and experience of the Advisory Team for these services.

(5)  The parties assume that the Advisory Services will request 1.000 man-days
     per year (with an average cost per day of (Euro) 740 per Advisory Team

                             SUPPORT BY THE COMPANY

(1)  The Company will provide the Advisory Team with the necessary office space,
     telephone and telefax access, secretary services as well as other adequate
     infrastructurial components.

(2)  The necessary certificates or product licenses are to be defined by the

(3)  The Company also provides for translation services if requested with
     respect to the Advisory Services.


(4)  The above described support will be served at cost to SLI.  SLI has to
     reimburse IFCO for this support.


(1)  Advisory Services will be remunerated with a flat fee of (Euro) 750.000 (in
     words: seven hundred and fifty thousand Euro). This amount does not include
     VAT or other taxes if applicable.

(2)  The remuneration mentioned under (S)3 (1) is to be paid monthly in equal
     monthly parts of the total fee.

(3)  The flat fee includes all expenses exclusively of travel expenses as well
     as for special purposes additionally engaged consultants which has to be
     agreed upon project by project. Travel expenses will be settled case by

                                PROPERTY RIGHTS

    All results derived from the Advisory Services of the Advisory Team will be
    owned by the Company. This includes especially all inventions and proposals
    for enhancement defined by the Advisory Team. The Advisor undertakes to
    verify all proposals of the Advisory Team derived from their Advisory
    Services. The Advisor will transfer all rights referring to these to the
    Company and especially will support the Company with the enforcement of
    eventual industrial property rights. Legal costs of such enforcement are
    borne by the Company.


(1)  During as well as after termination of this Agreement the Advisor will
     treat all confidential issues as well as business secrets of the Company
     and related companies strictly confidential with respect to all information
     derived within the scope of the Advisory Services (especially production
     processes, data, production know-how, sales and marketing plans,
     unpublished business plans, balance sheets, budgets, licenses, pricing
     policies, cost structures, lists of clients and suppliers) or issues which
     have been especially declared as confidential by the Company.

(2)  The Advisor will assure by adequate contractual agreements with the members
     of the Advisory Team that they will respect the confidentiality agreement
     according to (S)5 (1).

(3)  Upon request of the Company after the termination of this contract the
     Advisor will provide the Company with all documents relating to the Company
     or companies related to the Company especially all records, workouts,
     drawings, protocols, reports, files or other documents (including copies of
     these). This is also applicable to electronically saved files especially
     computer programs, lists or analyses performed in edp programs.

(4)  The Advisor recognizes explicitly that the documents mentioned in (S)5 (3)
     are owned by the Company or companies related to the Company. The Advisor
     has no right to retain any such documents.


                            DURATION AND TERMINATION

(1)  This Agreement starts January 1, 2001 and ends at December 31, 2001.
     Prolongation takes place for another year if the Agreement is not
     terminated in written 1 (one) month before the end of the year of duration.
     Prolongation or termination has to be decided by the Board of Directors.

(2)  The right to terminate the Agreement in case of extraordinary reason
     remains unaffected.


(1)  This Agreement replaces all previous Agreements between the parties with
     respect to Advisory Services. All changes thereto require to be in written.

(2)  This Agreement underlies the laws of the German Federal Republic.

(3)  If any of the paragraphs of this Agreement should be or become ineffective
     or inexecutable it will have no impact on the other paragraphs. Instead of
     these ineffective or inexecutable paragraphs an effective and executable
     regulation is applied which is concentrated as near as possible to the
     decided joint goal of the Agreement. This also applies to eventual voids in
     this Agreement.

Amsterdam, the day of 22.06.01


/s/ Karl Pohler    /s/ Michael Nimtsch           /s/ Martin Schoeller      /s/ Christoph Schoeller
--------------------------------------           -------------------------------------------------
IFCO Systems N.V.                                Schoeller Logistics Industries GmbH





 .  Strategy

 .  Know-how transfer

 .  Finance structuring

 .  Alliances (overseas)

 .  Business Development

 .  Contacts

 .  Congress and Associations




1.  Martin Schoeller

2.  Christoph Schoeller

3.  Supportteam:

    3.1  Sibille Kohler

    3.2  Sylvia Wendt

    3.3  Crinela Orbai

    3.4  Veronika Samek

    3.5  NN (Controlling and Corporate Finance)

    3.6  Renate Vorberg (Research  and Presentations)

    The Advisor may replace member of the support team with other qualified