Overview

This document can be used when it is intended to separate the ownership of the business from its day to day management and to have employees in a separate company. Under this agreement, the business would continue to be owned by the owner and operated by the Manager for the owner. The profit of the business would still remain with the owner. However the management of the business and the employment of all staff would be the responsibility of the Manager and the Manager receives an agreed fee for providing its service. That fee should be commercially reasonable.

This type of agreement is useful as part of an overall risk management strategy. The intended consequence of using this document is to quarantine away from the owner of the business some (but not all) of the usual risks that often exist in running a business activity.

Warning: caution should be taken in using this document in respect of any tax planning. Before using this document in respect of any tax planning you should seek legal advice and advice from your tax adviser.

This agreement includes the following provisions:

1. Definitions and Interpretation
2. Agreement to Provide Services
3. Company's Obligations
4. Payment of Service Fees
5. Term
6. Co-Operation and Good Faith
7. Costs and Stamp Duty
8. Assignment
9. Notices
10. Whole Agreement
11. No Waiver or Variation
12. Applicable Law and Mediation
13. No Merger
14. Severability
15. Relationship Between the Parties
16. Indemnity
17. Signing by the Parties

LAWLIVE recommends: This is a complex document which involves the creation of complex legal rights and obligations and may give rise to various taxation and liability consequences. The best way to use this document is to complete it, print it out, print out all of the checklists that apply to it and all other LawLive information that relates to this type of document. When you have done this, LawLive recommends you read it carefully and instruct lawyers to assist you in the finalisation of the document and that you take tax advice from your accountant or tax adviser as to any income tax, capital gains or GST consequences.