Corporate Management Services Agreement between Harry Bygdnes and Ibex Resources Corp

 

3.1 In connection with the Management Services pursuant to Section I hereof and Additional Services pursuant to Section 2 hereof, Ibex shall reimburse Bygdnes for any and all expenses or costs ("Charges") incurred or paid by Bygdnes on behalf of Ibex in the performance of any of its responsibilities under this Agreement (including an appropriate allocation of overhead and general and administrative costs).

 

3.2 Unless Bygdnes and Ibex shall agree to a different arrangement contrary to this Section 3(b), Ibex shall pay to Bygdnes a fee for Management Services and Additional Services in an amount equal to One Thousand Dollars ($1,000) per month.

 

3.4 Ibex shall also pay any applicable sales or use taxes payable with respect to the Charges and the Fees.

 

3.5 Bygdnes shall, as and when necessary, prepare all applications, reports, statements and other documents showing the Charges, Fees and the related costs and expenses incurred or paid by Bygdnes on behalf of Ibex in the performance of any of its responsibilities under this Agreement.

 

3.6 To the extent that Ibex is billed by an outside provider directly, Ibex shall pay such bill directly. If Bygdnes is billed by outside providers for services performed for Ibex pursuant to this Agreement, Bygdnes may pay the bill and charge Ibex the amount of the bill or forward the bill to Ibex for payment by Ibex. A Fee will be payable on all amounts paid in connection with services related to Bygdnes's responsibilities hereunder, regardless of whether Bygdnes or Ibex paid such amounts; provided.

 

4.1 Amounts payable by Ibex for services provided by Bygdnes under this Agreement shall be payable from and after the first day of the month following the month in which the Effective Date occurs. Thereafter, such amounts shall be paid monthly after the first day of the month following the month in which the services were provided.

 

5.1 Bygdnes will use reasonable efforts to make the Management Services available (and, if it agrees to provide the Additional Services, Additional Services) with substantially the same degree of care as it employs in making the same services available for its own operations; provided, however, that Bygdnes shall not be liable to Ibex or any other person for any loss, damage or expense which may result therefrom or from any change in the manner in which Bygdnes renders such services, so long as Bygdnes deems such change necessary or desirable in the conduct of its own operations. Neither Bygdnes or its agents who provide services to Ibex shall not be liable to Ibex or to any third party, including any governmental agency or Ibex's stockholders, for any claims, damages or expenses relating to the Management Services (and, if it agrees to provide the Additional Services, Additional Services) provided pursuant to this Agreement, except for willful malfeasance, bad faith or gross negligence in the performance of their duties or reckless disregard of their obligations and duties under the terms of this Agreement. Ibex shall have the ultimate responsibility for all services provided herein.

 

6.1 TERM. Except as provided in Section 6.2 hereof, the initial term of this Agreement shall commence on the Effective Date and continue on a month to month basis. This Agreement shall automatically renew at the end of the initial month for successive one-month terms until terminated in accordance with Section 6.3 hereof.

 

6.2 TERMINATION UPON CERTAIN EVENTS. Upon the effective date of a Prospectus offering of Ibex's common stock pursuant to the Securities Act of 1933, as amended, the Management Services provided under Sections 1.10 and 1.11 shall no longer be provided by Bygdnes, and this Agreement will terminate with respect to the provision of such services. Notwithstanding the foregoing, such termination shall not cancel Ibex's obligation to remit payment to Bygdnes, pursuant to Sections 3 and 4 hereof, for the provision of such services in the monthly period prior to the closing of the initial public offering.

 

6.3 TERMINATION GENERALLY. This Agreement or any Management Service specified in Section I hereof may be terminated by either party to this Agreement at anytime on 30 days' prior notice to the other party, or other. Of Notice agreed to by the parties.

 

6.4 TERMINATION OF SPECIFIC SERVICES. Specific services provided hereunder may be terminated, or shall expire, as described in Section I hereof or in any schedule or addendum hereto. If and to the extent that Bygdnes incurs expenses in connection with and resulting from termination of any specific services provided hereunder, Ibex shall reimburse Bygdnes for such costs or expenses promptly upon receipt of an itemized account thereof.

 

6.5 POST - TERMINATION SERVICES. In the event of termination of this Agreement, or a service provided hereunder, pursuant to Section 6.3 hereof, Bygdnes shall be required at Ibex's option to continue to provide the terminated services of the type then being provided to Ibex during the one-month period referred to in Section 6.3 hereof and, whether or not Ibex requests continuation of such services, Ibex shall continue to pay Bygdnes the costs of such services for such one-month period. Subsequent to such one-month period, or in the event of termination of this Agreement pursuant to Section 6.3, corporate administrative services of the kind provided under the Agreement may continue to be provided to Ibex on an as­ requested basis by Ibex, in which event Ibex shall be charged by Bygdnes a fee pursuant to Section 3 and Section 4 of this Agreement.

 

7.1 Ibex hereby recognizes that Bygdnes now renders and may continue to render management and other services to other clients that may or may not have policies and conduct activities similar to those of Ibex. Bygdnes shall be free to render such advice and other services, and Ibex hereby consents thereto. Bygdnes shall devote so much of its time and attention to the performance of its duties under this Agreement as it deems reasonable or necessary to perform the services required hereunder in a manner consistent with that in which such services have been performed by Bygdnes in the past.