ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered into this 1st day of August, 2005, ("Effective Date"), between Whitney Information Network, Inc. ("Whitney"), a corporation duly organized and incorporated in the State of Colorado, and EduTrades, Inc. ("EduTrades"), a corporation duly organized and incorporated in the State of Nevada.
WITNESSETH:
WHEREAS, Whitney is in the business of developing, producing and marketing post-secondary educational curricula on real estate, business development, and asset protection;
WHEREAS, EduTrades is in the business of developing, producing and marketing post-secondary educational curricula on securities and financial investment and asset protection;
WHEREAS, Whitney previously owned the business interests now being operated by EduTrades and is interested in providing administrative and operational assistance to EduTrades;
WHEREAS, EduTrades desires Whitney's assistance until such time as EduTrades determines it can completely bifurcate its operations from Whitney in a cost effective and efficient manner;
NOW, THEREFORE, in good and valuable consideration of the mutual covenants and promises herein contained, the parties, each intending to be legally bound, hereby agree as follows:
TERMS AND CONDITIONS
ARTICLE 1: SERVICES, TERMS& CONDITIONS
1.01. Whitney shall serve EduTrades by providing and performing the following services:
(a) administrative and operational assistance as needed through the following departments:
1. Legal;
2. Accounting/Finance;
3. Booking;
4. Confirmations;
5. Education;
6. Facilities Maintenance;
7. Human Resources;
8. Information Technologies;
9. Marketing;
10. Operations;
11. Sales;
12. Shipping;
13. Executive Management; and
14. Strategic Alliance.
(b) supervise and direct the general operations of the departments listed in 1.01 (a);
(c) operate these departments efficiently and with proper economy;
(d) develop internal policies necessary for the creation of the greatest possible net income;
(e) collect revenue;
(f) stimulate the general business of EduTrades;
(g) employ at WIN's expense such officers, assistants, employees, sales personnel, and operations staff as may be required to continue the standard and quality of management and operation at a level not lower than that heretofore maintained;
(h) perform all other acts necessary or desirable in the operation of these services.
1.02. Whitney shall permit EduTrades to utilize certain Whitney assets and services, including office space and equipment, as agree Ed upon by the parties.
1.03. Whitney agrees to prepare and maintain full, accurate and complete records of all services provide Ed under this Agreement. Upon request, Whitney agrees to provide EduTrades with reporting of services provided in a format to be mutually agree Ed upon by the parties.
1.04. Whitney shall provide the services under this Agreement in a professional, courteous manner, consistent with industry standards. Whitney shall comply with all applicable association, local, state, and federal laws, ordinances, rules, regulations and codes. Whitney shall keep all information generated as a result of this Agreement confidential and shall make all reasonable efforts to keep such information away from competing companies.
ARTICLE 2: COMPENSATION
2.01. Whitney shall be compensated for all services provide Ed under this Agreement at a monthly rate consisting of actual expenses incurred plus an administrative fee of fifteen percent (15%).
2.02. Whitney shall invoice EduTrades on a monthly basis with invoices to be submitted within twenty (20) days of the month's end. EduTrades shall settle its outstanding balance within thirty (30) days of the invoice date.
2.03. The parties recognize and acknowledge that the services to be provided by Whitney under this Agreement will change frequently, depending on the needs of EduTrades. As such, the parties agree that the compensation paid will be adjusted at the parties' discretion and in accordance with the change in services to be provided. Whenever appropriate, but at least on a quarterly basis, the parties shall meet to discuss whether a revision to the compensation fee under Section 2.01 is required. In the event that such a revision is required, the parties shall agree upon a revised fee, which will replace the then most current compensation fee under Section 2.01. Should the parties not reach an agreement on whether a revision is necessary, the most recent Schedule shall control and either party may invoke their rights under Section 3.03 of this Agreement.
详文见附件
