Services Agreement between Friedman's Inc. and Crescent Jewelers dated May 1, 2000

Summary

Friedman's Inc. agrees to provide management information services to Crescent Jewelers for its retail jewelry business, including accounting, cash management, sales, and related functions. Crescent will pay a monthly fee based on the number of stores it operates. The agreement starts on September 30, 2000, lasts three years, and renews automatically unless either party gives notice. Either party can terminate the agreement for material breach. Friedman's acts as an independent contractor, and both parties agree to resolve disputes through arbitration if necessary.

EX-10.15 4 0004.txt SERVICE AGREEMENT DATED MAY 1, 2000 EXHIBIT 10.15 SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is dated as of the 1/st/ day of May, 2000, between FRIEDMAN'S INC., a Delaware corporation ("Friedman's"), and CRESCENT JEWELERS, a California corporation ("Crescent"). WHEREAS, Crescent requires certain management information services related to the operation of its retail jewelry business; WHEREAS, Friedman's has developed the internal capacity and has the employees with the technical expertise necessary to supply management information services relating to the operation of retailing businesses like Crescent's business; WHEREAS, Friedman's is willing to supply to Crescent these management information services; and NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree that the management information services shall be provided in accordance with the following: 1. Supply of Services; Fee Schedule. -------------------------------- Friedman's shall, starting on the Commencement Date (as defined below), supply to Crescent certain management information services including, but not limited to, the functional areas of accounting, cash management, sales, audit, accounts payable, loss prevention, planning and management as more specifically described on Schedule A (the "Services") to be performed by employees of ---------- Friedman's with the appropriate qualifications to perform such functions. The annual cost of the Services are as follows: Number of Crescent Stores in Operation at Month End Cost Per Store - --------------------------------------------------- ---------------- First 150 Stores................................... $7,500 Stores 151 to 200.................................. $6,500 Stores 201-250..................................... $5,500 2. Payment ------- Not later than the tenth day of each month, Crescent shall submit to Friedman's a schedule of the number of stores Crescent had in operation at the end of the previous month, together with a calculation of amounts due to Friedman's pursuant to Section 1 of this Agreement. The total fees listed in each monthly notice shall be due and payable to Friedman's within 30 days of the end of the previous month. If Crescent fails to timely pay any amounts due under this Agreement, such amounts not paid shall bear interest at the prime rate, as published by Citibank, N.A. A-1 The provisions of this Section 2 shall survive the termination of this Agreement. 3. Term. ---- This Agreement shall commence on September 30, 2000, and shall continue in effect for an initial term of three years. This Agreement shall thereafter automatically renew for succeeding periods of one year unless either party gives notice within six months prior to the expiration of the Agreement of that party's desire not to renew the Agreement. 4. Termination. ----------- a. If (i) after receipt of written notice from Friedman's of its failure to pay amounts due under Section 2 of this Agreement (a "Payment Default"), Crescent fails to pay all amounts then due and payable hereunder, or (ii) Crescent is in material breach of any of its covenants or obligations under this Agreement and such breach (other than a Payment Default) continues for 30 days after Friedman's gives written notice of the breach to Crescent, then Friedman's may immediately or at any time thereafter terminate this Agreement upon written notice to Crescent. b. If Friedman's is in material breach of any of its covenants or obligations under the Agreement, and such breach continues for 30 days after Crescent gives written notice of the breach to Friedman's, then Crescent may immediately or at any time thereafter terminate this Agreement upon written notice to Friedman's. 5. Independent Contractor Status. ----------------------------- a. Friedman's shall be an independent contractor with respect to the Services. Each party shall be responsible for its own employees, and employees of each party shall not be deemed to have an employment relationship with the other party. Nothing in this Agreement creates a relationship of partnership or joint venture between Friedman's and Crescent. This Section 5 shall survive the expiration or earlier termination of this Agreement. b. Crescent shall be solely responsible for all liabilities, demands, damages, costs and expenses (including reasonable attorney's fees), associated with the operation of its business and shall indemnify, defend and hold harmless Friedman's and its affiliates and their respective officers and directors, stockholders and representatives, from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorney fees) arising from the conduct, actions, inactions or omissions of Friedman's in connection with the Services hereunder except for any such liabilities, claims, demands, damages, costs and expenses which result from the gross negligence or willful misconduct of Friedman's or its employees. A-2 6. Assignment and Delegation. ------------------------- This Agreement shall not be assignable by any of the parties hereto without the written consent of the other party, and no party may unreasonably withhold such consent. Notwithstanding the foregoing, either party may assign this Agreement, without written consent, to an entity that is a wholly-owned subsidiary of the assignor. 7. Force Majeure. ------------- Neither Friedman's nor Crescent shall be liable for any failure to perform hereunder arising from causes or events beyond the reasonable control and without the fault or negligence of the party failing to perform including, without limitation, labor disputes of any kind. If it appears to either party that an event is likely to occur which would interfere with such party's performance hereunder, such party shall notify the other party immediately of the event and of its likely duration. In the event of such failure, the obligation of the party shall be suspended until the cause of such suspension shall have been removed. 8. Governing Law. ------------- This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of law principles. 9. Notices. ------- Any notice, request, consent, approval, waiver and other communication to a party hereunder shall be in writing and shall be deemed duly given when sent by first class mail, postage prepaid, or delivered by hand, or by telex or facsimile transmission to such party. Unless changed by written notice to the other hereunder, all notices shall be addressed to the address shown below: To Friedman's: Friedman's Inc. 4 West State Street Savannah, GA 31401 Facsimile: 912 ###-###-#### Attn: John Mauro with a copy to: Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309 Facsimile: 404 ###-###-#### Attn: Mark F. McElreath A-3 To Crescent: Crescent Jewelers 315 11/th/ Street Oakland, CA 94607 Facsimile: 510 ###-###-#### Attn: Mittie Grigsby 10. Dispute Resolution. ------------------ a. In the event of any dispute arising in connection with this Agreement, the parties shall endeavor to resolve such dispute amicably by discussion and mutual accord. Such discussions shall include meetings between senior management of Crescent and Friedman's. In the event that the parties are unable to mutually resolve such dispute through such meetings, then either party may submit any unresolved controversy or claim arising out of or relating to this contract, or the breach thereof, to be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, in Atlanta, Georgia, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall split equally the cost of the arbitrators. Any award rendered by the Arbitrator(s) may include compensatory damages and costs but under no circumstances shall either party be liable for nor shall the arbitrator(s) award any incidental, consequential or special (including punitive or multiple) damages. b. Notwithstanding anything herein to the contrary, the existence of a dispute (other than payment of the price) shall not reduce the obligation of Friedman's to continue to provide Services hereunder during the pendency of the dispute resolution procedure, or following the resolution of such dispute, unless the resolution of the dispute contains a finding of a material default by Crescent or Friedman's as the case may be; provided, however, the foregoing shall in no way limit the amount of damages or type of relief (whether monetary or injunctive) to which Crescent or Friedman's is entitled under law or the provisions of this Agreement. 11. Integration; Amendment. ---------------------- This Agreement supersedes all prior negotiations, commitments and writings pertaining to the subject matter hereof. Except as otherwise provided in this Agreement, this Agreement may be amended only by a written instrument duly executed by both Friedman's and Crescent. 12. Waiver. ------ Any waiver at any time, by either Friedman's or Crescent of its rights with respect to the other party to this Agreement, or with respect to any other matter arising in A-4 connection with this Agreement, shall not be considered waived with respect to any subsequent default or matter. 13. No Third Party Beneficiaries. ---------------------------- Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to a party to this Agreement, nor shall any provision hereof give any third persons any right or subrogation or action against any party to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. FRIEDMAN'S INC. CRESCENT JEWELERS By:__________________________ By:_____________________________ Name:________________________ Name:___________________________ Title:_______________________ Title:__________________________ A-5