Management Services Agreement

This Agreement made this __________ day of ____________ 2XXX between DEF, Inc., a societe anonyme organized and existing under the laws of the Republic of France, with a place of business at [specify address] and XYZ, INC., a Corporation organized and existing under the laws of the State of Delaware (the "Corporation") with a place of business at [specify address].

W I T N E S S E T H

WHEREAS, DEF, Inc., through certain of its affiliates, is in the business of manufacturing, marketing and selling [specify product] in France for distribution there and for export internationally; and

WHEREAS XYZ, INC. is in the business of importing [specify product] into the United States for marketing, sale and distribution there; and

WHEREAS, DEF, Inc., and certain of its affiliates, has certain resources and experience which enable it to provide benefit to XYZ, Inc. in its business activities; and

WHEREAS, DEF, Inc. and XYZ, INC. (collectively the "Parties") desire to enter into this agreement on the terms set forth herein,

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services to be Provided. DEF, Inc., directly or indirectly as provided in Section 1.2, agrees to provide to XYZ, INC. from time to time, the following services (the "Services") as reasonably required and requested by XYZ, INC., and subject to the availability of resources:

(a) general management services, including (i) the services of executive, operating, legal and financial officers and other personnel; (ii) advice concerning the preparation of budgets, forecasts, capital expenditures, financing, and long range strategic planning; and (iii) such other general management services as may from time to time reasonably be requested by XYZ, Inc.; and

(b) general administrative and technical services, advice and direction, including (i) accounting, including cost accounting, inventory control, tax compliance and reporting systems services; (ii) legal, trademark and patent advice, including advice with respect to compliance with applicable legal regulations, patent applications and prosecutions; (iii) market servicing, product pricing and costs controls and evaluations; (iv) preparation of advertising and publicity literature and other materials; (v) providing, training and supervising sales representatives and support staff and providing guidelines and policies for sales representatives and other direction, as may be necessary, for promoting sales; (vi) compensation planning, pension, if any, and human resources services; (vii) purchasing services; (viii) import export advice; (ix) preparation of reporting forms; and (x) such other general administrative and technical services as may from time to time reasonably be requested by XYZ, INC.

1.1. It is understood that DEF, Inc. may provide any of the Services directly or through any of its affiliates, professional advisors or other representatives. (The entity providing such Services is

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