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PREAMBLE - Parties

PREAMBLE - Parties.

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PREAMBLE - Parties

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  1. PREAMBLE - Parties This Textile Services Agreement, ("TSA") is made and entered into this_____ day of April, 2007 (“Effective Date”), by and between ABC Services Inc., a Nevada corporation, with its principal offices located at 2249 Jones Drive, Las Vegas, Nevada, 89014 (hereinafter referred to as “ABC”) and the Shanee Tribe and Nation, Inc. a sovereign Indian nation, with its principal offices located at 232 Smith Street, Greenwich, Connecticut, 06360 (hereinafter “MTN”)

  2. RECITALS – Set the Stage • WHEREAS, ABC is in the process of developing and constructing a laundry facility to be located in the Greenwich, Connecticut vicinity, (hereinafter referred to as “Laundry”); and • WHEREAS, ABC will own and operate this Laundry; and • WHEREAS, the Laundry will have the capacity to process MTN’s total linen processing requirements for its various hotel and resort properties and ABC desires to meet MTN’s total linen processing requirements for its various hotel and resort properties on an exclusive basis, hereinafter referred to as (“Services”); and • WHEREAS, MTN desires that RLS provide the Services.

  3. DEAL – Describe Economic Deal • Services or goods to be provided with specifications (usually an exhibit) • Delivery Terms • Price • Payment Terms

  4. CONDITIONS PRECEDENT • Sections 1 through 5 (Deal) shall not be effective and enforceable unless and until: • Financing obtained • Facility developed • Patent issued • Governmental Approval Obtained, etc. • Inspection • Sample run of product approved

  5. TERM • How long? • Renewal • Automatic or with agreement • What gets renegotiated • Options • Whose option • What if there is default (not breach)?

  6. REPRESENTATIONS AND WARRANTIES • Each party promises the other that certain assumptions on which the deal is based are true: • Validly existing business entity with power and authority to perform • No law suits to stop the deal • Condition of the property • Title and ownership • Licensure

  7. ADDITIONAL COVENANTS • Promises to one another for action or restraint in the future • Audit / Financial Statements • Inspection of facilities • No pollution • Non-Compete / Non-Solicitation • Price Adjustments • Assistance in obtaining financing • Warranties

  8. INDEMNIFICATION • If ABC is sued or suffers loss as a result of the actions or failures MTN then RLS will defend ABC and cover any losses. • Shifting of Risk • Complex • Widely used but barely understood.

  9. INSURANCE • Make sure each party has the insurance so that foreseeable risks do not harm the deal. • Types of coverage • Amounts of coverage • Additional insureds • No cancellation w/out notice • Proof • Use an experienced commercial agent to understand this

  10. FORCE MAJEURE • Contractual performance ceases or is delayed/slowed due to unforeseen circumstances • War • Strike • Weather

  11. DEFAULT AND CURE • What constitutes breach of the agreement • Failure to comply with provisions • Other items specific to situation such as loss of regulatory approval • What happens upon default • Do they have an opportunity to fix the problem • How long • Incessant problems

  12. BREACH AND REMEDIES • Breach is an uncured default. • What happens when there is breach • Pay $$$ • Stop delivery • Liquidated (extra / agreed upon) damages • Limitation of damages • Termination of contract

  13. DISPUTE RESOLUTION • Established Legal System • What court system (State or Federal) • Where • Mediation • Non-binding • Arbitration • Don’t believe the hype – Expensive / Lengthy • Baseball?

  14. Waiver Governing Law Severability and Merger No 3rd Party Beneficiaries Assignment No Partnership Counterparts Notices MISCELLANEOUS / BOILERPLATE

  15. EXECUTION AND ACKNOWLEDGEMENT • Get the right parties (see preamble) • Get the right entity types (see preamble and representations and warranties) • Get the right people – make sure the officers have the authority • Notarization • Gets the document admitted as an official record • Sometimes makes people take it more seriously

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