[Company Name]
(Company Registration No. )
(Incorporated in )
(the “Company’)
DIRECTORS’ RESOLUTIONS IN WRITING PURSUANT TO
THE ARTICLES OF ASSOCIATION OF THE COMPANY
MANAGEMENT AGREEMENT
WHEREAS:-
The Company was appointed by [Company Name] to provide certain financial, business development and strategic planning services (“Services”) to [Company Name] at a consideration of [Insert Amount].
The company had entered into a Management Agreement with [Company Name] in connection with the services. A copy of the Management Agreement is attached herein as ‘Appendix A’.
RESOLVED:-
THAT the Management Agreement made with [Company Name] on behalf of the Company, and all acts of officers of the Company in connection with the Management Agreement, including the execution of the Management Agreement, any supplemental agreements from time to time supplementary to the Management Agreement and all other relevant documents drawn up in the connection with the above on behalf of the Company, are hereby ratified and confirmed.
DATE: [Insert Date]
DIRECTORS
 |
 |
[Name] [Name]
APPENDIX A
DATED THE [Insert Date]
Between
[Company Name]
As the Management Company
and
[Company Name]
as company
MANAGEMENT AGREEMENT
THIS AGREEMENT is made the [Insert Date]
BETWEEN:
(1) [Company Name] (Company No. ), a company incorporated in Singapore and having its principal office at [Address of Company] (the “ Management Company’); and
(2) [Company Name] (Company No. ). A company incorporated in Seychelles and having its registered office is at [Address of Company] (the “COMPANY”),
(each a “Party”, and together the “Parties”).
WHEREAS:
(A) The Company is an investment holding company.
(B) The Management Company desires to aid and assist the Company as a Management Company by providing certain financial, business development and strategic planning services to the Company and the Company desires to engage the Management Company for those purposes, on the terms and conditions of this Agreement.
(C) The Company wishes to appoint the Management Company to provide it with certain financial, business development and strategic planning planning services as further described In Clause 3 herein.
(D) The Management Company is willing to accept the appointment and provide the Company with the services on the terms of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1 INTERPRETATION
1.1 Unless otherwise defined herein or the context otherwise requires, terms and expressions used in this Agreement shall have the following meanings:
“Associate” means in relation to any person;
(a) any entity controlled, directly or indirectly, by the person;
(b) any entity that controls, directly or indirectly, the person; or
(c) any entity directly or indirectly under common control with the person.
The term “control” (including the terms “ controlled by” and “under common control with”) means, when used in the context of control of a person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting interests, by contract or otherwise;
4. COMPANY’S OBLIGATIONS
The Company shall pay all reasonable fees and all reimbursable costs and expenses due to the Management Company pursuant to this Agreement within Thirty (30) calendar days following its receipt from the Management Company of an invoice for such fees, reimbursable costs and expenses. In the event that the Company fails to pay any such amounts within the Thirty (30) calendar days’ period, the Management Company shall be released from its responsibilities under this Agreement.
5. RENUMERATION
5.1 In consideration for the Services to be provided by the Management Company hereunder, the Company shall pay to the Management Company a management fee (“Management Fee”) of [Insert Amount]
5.2 The management Fee shall accrue on a yearly basis and be paid to the Management Company in advance (or as may be mutually agreed by the Parties) (each a “Payment Date”).
5.3 All sums payable by the Company to the Management Company under this Agreement shall not include goods or services tax chargeable thereon.
6. COSTS
6.1 The Company shall be responsible for all fees, charges, expenses and disbursement incurred by the Management Company in the performance of the services, including extraordinary travelling, entertainment, telephone and other expenses actually and properly incurred by the Management Company at the specific request of the Company in connection with the provision of the services by the management company under this Agreement.
6.2 The Management Company shall, from time to time, issue invoices to the Company for all fees, charges, expenses and disbursements to be borne by the Company pursuant to Clause 6.1 above, and all payments shall be made by the Company to the Management Company within Thirty (30) days after the date of receipt by the Company of the invoice which the payment relates to.
7. INDEMNITY
7.1 The Company hereby agrees to indemnify the Management Company to the fullest extent permitted by law and hold any of them harmless against all claims, liabilities, damages, losses, costs and expenses which they may incur or suffer or may be subject to become subject that arise out of the performance of the, provided that this indemnity shall not extend to any conduct on the part of the Company which constitutes fraud, willful misconduct, willful default, bad faith, or willful material breach of this Agreement.
8. ASSIGNMENT
8.1 The Management Company may, whether in whole or in part, assign, transfer, Charge or deal in any other manner with this agreement or any of the rights or obligations hereunder, or obligations hereunder, or purport to do any of the same, to an Associate.
10.2 Notwithstanding Clause 10.1 above, the confidentially obligation under clause 10.1 shall not apply to:
(a) any information obtained from a Party which becomes or is generally known to the public, other than the reason of any willful or negligent act or omission of that Party or any of their agents, advisers, directors, officers, employees or representatives;
(b) any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental or statutory authority or pursuant to rules or regulations or any relevant regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council);
(c) any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere; and
(d) any information disclosed by any of the Parties to their respective bankers, financial advisers, consultants and legal or other advisers for the purpose of this Agreement.
11. CONVENANTS AND WARRANTIES
11.1 The Management Company covenants and warrants that:
(a) it has full legal power and authority to enter into this agreement on the terms and conditions herein contained;
(b) it will maintain staff (whether employees, independent contractors or third party service providers) adequate for the performance of the services pursuant to this agreement;
(c) it will exercise, in the performance of its obligations, the standard of skill, care and diligence reasonably to be expected of a probably qualified management company; and
(d) it will use best efforts to act in the best interests of the company.
11.2 The Company covenants and warrants that:
(a) It has full legal power and authority to enter into this Agreement on the terms and conditions herein contained;
(b) It will co-operate and deal with the Management Company in good faith;
(c) It will, at all times, provide the Management Company with full access to and use of the premises, facilities, equipment and records of the group;
(d) It will procure that the staff and employees of the Group to co- operate and provide reasonable assistance to the Management Company.
11.3 The Company agrees to ratify and confirm all and whatsoever the Management and its authorized officers shall lawfully do or cause to be done by virtue of the provisions of this Agreement.
14. GOVERNING LAW
14.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereby irrevocably submit to the non- exclusive jurisdiction courts of Singapore.
14.2 In case any dispute or difference shall arise between the Parties as to the construction of this Agreement or as to any matter of whatsoever nature arising there under or in Connection therewith, including any question regarding its existence, validity or termination, such dispute or difference shall be submitted to a single arbitrator to be appointed by the parties or, falling agreement within 14 Business Days after one Party has given to the other party a written request of any Party by the Chairman for the time being of the SIAC. Such submission shall be a submission to arbitration in accordance with the SIAC Rules by which the parties agree to be so bound. The place of arbitration shall be Singapore and the arbitration shall be conducted wholly in the English language.
