Intercompany Management Fee Agreement

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I. Introduction

This Intercompany Management Fee Agreement ("Agreement") is entered into as of December 5, 2050, by and between:

• [Your Company Name], a corporation duly organized under the laws of New Jersey, with its principal office located at [Your Company Address], and

• Castorias, a corporation duly organized under the laws of New Jersey, with its principal office located at Newark, NJ 07101.

The purpose of this Agreement is to define the terms and conditions under which [Your Company Name] will provide management services to Castorias, in exchange for management fees as outlined in this Agreement.

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II. Purpose

A. Objective of the Agreement

The objective of this Agreement is to establish the framework under which [Your Company Name] will provide certain management services to Castorias. These services are designed to support the operational efficiency of Castorias through centralized management expertise.

B. Scope of Services

[Your Company Name] will provide the following management services to Castorias:

• Strategic planning and business development.

• Financial management and accounting oversight.

• Legal and compliance management.

• HR management: recruitment, training, and employee development.

• Marketing, public relations, and branding support.

• IT infrastructure management.

• Operational efficiency and process improvement initiatives.

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III. Management Fees

A. Calculation of Fees

1. Service Fees: The fees for management services provided will be determined based on an allocation of costs and a 10% markup for administrative overhead and profit margin.

2. Basis for Allocation: The fees will be calculated based on the following allocation metrics:

   • Headcount: The number of employees involved in providing services to Castorias.

   • Time Allocation: The number of hours spent by personnel on providing the services.

   • Specific Projects: For any special projects, fees will be calculated based on the scope of work and time required for completion.

3. Adjustments: The management fee may be adjusted annually to reflect inflationary changes or increased/decreased levels of service.

B. Payment Terms

1. Invoice Frequency: [Your Company Name] will issue invoices for the management services provided on a monthly basis.

2. Due Dates: All invoices are due within 30 days from the invoice date. Late payments will incur an interest charge of 1.5% per month or the maximum rate allowed by law, whichever is less.

3. Invoice Details: Each invoice will contain a detailed breakdown of the services rendered, including the number of hours worked, personnel involved, and any associated expenses.

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IV. Responsibilities of the Parties

A. [Your Company Name] Responsibilities

1. Service Delivery: [Your Company Name] will provide the management services in a timely and professional manner, ensuring high-quality standards are met.

2. Dedicated Personnel: [Your Company Name] will assign qualified personnel to manage and execute the services outlined in this Agreement.

3. Reporting: [Your Company Name] will provide regular reports on the services rendered, including financial reports, progress updates on ongoing initiatives, and any challenges encountered.

B. Castorias Responsibilities

1. Cooperation: Castorias agrees to fully cooperate with [Your Company Name] in providing access to necessary resources and personnel to facilitate the provision of management services.

2. Payment of Fees: Castorias agrees to pay all management fees in accordance with the terms specified in this Agreement.

3. Communication: Castorias will designate a primary point of contact for communication regarding the services provided, and will ensure that any changes or adjustments to the scope of work are communicated promptly.

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V. Confidentiality

A. Confidential Information

Both parties acknowledge that they may exchange confidential and proprietary information during the course of this Agreement. Both parties agree to maintain the confidentiality of such information and will not disclose it to third parties without the prior written consent of the other party, except where required by law.

B. Duration of Confidentiality Obligation

The confidentiality obligations will remain in effect for 5 years following the termination or expiration of this Agreement.

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VI. Term and Termination

A. Term

This Agreement shall commence on December 5, 2050, and shall continue in full force until terminated by either party in accordance with the termination provisions of this Agreement.

B. Termination for Convenience

Either party may terminate this Agreement for any reason by providing 60 days’ written notice to the other party.

C. Termination for Breach

In the event of a material breach of the Agreement by either party, the non-breaching party may terminate the Agreement by providing written notice to the breaching party. The breaching party will have 30 days to remedy the breach before termination takes effect.

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VII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New Jersey, without regard to its conflict of law principles.

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VIII. Dispute Resolution

In the event of any dispute or claim arising out of or in connection with this Agreement, the parties agree to resolve the dispute through good faith negotiation. If the dispute cannot be resolved informally, it shall be settled through binding arbitration in New Jersey, under the rules of the American Arbitration Association.

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IX. Force Majeure

Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, war, acts of government, or labor strikes.

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X. Signatories

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Executive Officer
Date: December 5, 2050

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For Castorias:

Name: Maxwell Mante
Job Title: Chief Financial Officer
Date: December 5, 2050

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For any inquiries or further clarification, please contact [Your Name] at [Your Email] or [Your Company Email].

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