Sample Business Contracts

Management Agreement - Dir-Ad Services Inc./Les Services Dir-Ad Inc. and TMP Worldwide Ltd.

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THIS AGREEMENT dated for reference June 1, 1997, is made


         3271986 Canada Inc.) a company duly incorporated under the laws
         of Canada, and having an office at Suite 200 - 16 Westminister
         N., Montreal, Quebec, H4X 1Z1

                                                                (the "Company");


         TMP  WORLDWIDE  LTD., a company with an office at 184 Front
         Street East, Suite 201, Toronto, Ontario, M5A 4N3

                                                                (the "Manager").

A.       The Company is in the business of providing yellow page advertising
agency services (the "Business") to its clients;

B.       The Manager is also engaged in the Business for its own account and is
experienced in managing all aspects of the Business.

C.       The Company wishes to have the Manager and the Manager has agreed to
administer and manage the Business of the Company on the terms and
conditions set out in this Agreement.

NOW THEREFORE in consideration of the premises and mutual agreements and
covenants herein contained, the parties hereto (the "parties") hereby covenant
and agree as follows:

1.       DUTIES

The Company agrees to retain and employ the Manager to provide the following
services in respect of the Business of the Company:



    (a)  conceptualization and production of yellow page advertisements;

    (b)  research, recommendation and yellow page placement;

    (c)  monitoring and verification of yellow page placement;

    (d)  consulting and implementation of human resources communication plan;

    (e)  administration of payroll and employee benefits;

    (f)  administration and collection of accounts receivable;

    (g)  administration of accounts payable;

    (h)  management of cash flow and relations with bankers;

    (i)  maintenance of a general ledger and all necessary accounting books and

    (j)  preparation of monthly financial statements and analytical reports;

    (k)  preparation of financial statements and year end file for external

    (l)  preparation and administration of all statutory reports, returns and

    (m)  the advice of and access to managerial expertise of senior management
         of the Manager or their delegate or representatives;

    (n)  administration and management of other projects as requested from time
         to time by the Company; and

    (o)  all customer service functions including proposals, tenders,
         communications, inquiries, billings and collections.




The Company will pay to the Manager on a month to month basis a management fee
equal to a percentage (as agreed from time to time) of total billings on all
sales made by the Company (the "Management Fee").

3.       TERM

3.1      Renewal

This Agreement will automatically renew each month provided that this Agreement
is not terminated by either party in the manner set out in Subsections 3.2 and
3.3 of this Agreement.

3.2      Termination  With  Notice

This Agreement may be terminated by either party by giving 30 days notice in
writing of termination to the other party.

3.3      Termination Without Notice

Notwithstanding Subsection 3.2 of this Agreement, the Company may terminate this
Agreement without notice for cause effective immediately.


Each of the parties acknowledges that, during the term of this Agreement, they
will gain access to certain information concerning the Business and the Business
of the Company of a special and unique value. Each of the parties further
acknowledges that such information is proprietary and includes trade secrets. 
Except as required by law and only to the extent that a third party has a
legitimate need to know, each of the parties agrees to keep in strictest
confidence all Confidential Information relating to the Business of the Company
which either of them acquires in connection with or as a result of performance
of this Agreement, and not to publish, communicate, divulge or disclose to any
third party or parties any Confidential Information, without the prior written
consent of the other, during the term of this Agreement or at any time
subsequent to it.  The term "Confidential Information" includes, but is not
limited to, information emanating from the Company or the Manager or their
respective associates, affiliates, agents, suppliers or customers 



or conceived or developed by the Company or the Manager concerning research,
development, intellectual property rights, products, marketing plans and
strategies, records, documents and oral communication pertaining to operations,
finance, accounting, sales, personnel, management, customer names, customer
addresses, price list, customer requirements, cost of providing service or
equipment, operating costs, maintenance costs, material cost and pricing
matters, systems and procedures relating to the Business of the Company.


On termination of this Agreement for any reason or cause, the Manager will
deliver to the Company the property and data of the Company in the Manager's
possession or control which contain Confidential Information as defined in
Section 4 of this Agreement including, but not limited to, all documents,
notebooks, charts, files, computers, diskettes, records, memoranda, equipment,
audio and videotapes.  


The Company will and hereby agrees to indemnify and save harmless the Manager
from and against all claims and demands of any nature or kind whatsoever brought
against the Manager as a result of the performance in good faith of the duties
and obligations of the Manager pursuant to this Agreement.


7.1      Enurement

This Agreement enures to the benefit of and is binding on the Parties and,
except as otherwise provided in this Agreement or as would be inconsistent with
the provisions of this Agreement, their respective  successors and permitted

7.2      Headings

The headings in this Agreement are for convenience only and will not effect the
interpretation of this Agreement.



7.3      Further Assurances

The Parties covenant and agree to execute and deliver any other deeds, documents
and assurances and to do any other acts required to carry out the true intent
and meaning of this Agreement.

7.5      Language

The Parties agree that this Agreement and all other documentation between the
Parties be in the English language.  Les parties aux presentes ont exige que la
presente convention et toute autre documentation soit redigee en langue
anglaise.  A singular or masculine expression used in this Agreement includes
the plural, the feminine or the body corporate as the context requires.

7.6      Severability

If any provision of this Agreement is found to be illegal or unenforceable for
any reason, it will be considered separate and severable from this Agreement and
the remaining provisions of this Agreement will remain in force and be binding
upon the Parties as though the Agreement has been executed without the illegal
or unenforceable portion and it is hereby declared the intention of the Parties
that this Agreement would have been executed without reference to any portion
that may, for any reason, be hereafter declared or held invalid.

7.7      Entire Agreement

This Agreement constitutes the entire agreement between the Parties and this
Agreement supersedes any and all prior oral or written agreements between the

7.8      Amendment

This Agreement may not be amended or modified except as provided in this
Agreement or by subsequent agreement in writing signed by the Parties.



7.9      Counterparts

This Agreement may be executed in two counterparts, each of which will be deemed
to be an original, but all of which together will constitute one and the same
instrument, notwithstanding that all the parties are not signatories to the same

7.10     Notice

Any notice, document or communication required or permitted to be given
hereunder will be in writing and will be deemed to have been duly given if
delivered by hand, mailed by pre-paid registered mail or telex or by facsimile
to the party concerned addressed as follows:

    If to the Company:

              Dir-Ad Services Inc./Les Services Dir-Ad Inc.
              Suite 200 - 16 Westminister N..
              Montreal, Quebec  H4X 1Z1

              Tel:  (514) 482-3900  
              Fax:  (514):482-3833

    If to the Manager:

              TMP Worldwide Ltd.
              184 Front Street East, Suite 201
              Toronto, Ontario  M5A 4N3

              Tel:  (416) 864-1990
              Fax:  (416) 864-1897

or to any other address as may be from time to time be notified in writing by
any of the Parties.  Any notice, document or communication will be deemed to
have been give, if delivered by hand, on the day delivered, and if mailed, four
business days, excluding Saturdays, Sundays and statutory holidays in the
country to which notice, document or communication is addressed, following the
date of posting; provided that if there is at the time of mailing or within four
business days thereof a mail strike, slowdown or other labour dispute that might
affect delivery by the mails, then the notice, document or communication will be
effective only when actually received.



IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.



Authorized Signatory

Dir-Ad Services Inc./Les Services Dir-Ad Inc.


Authorized Signatory