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,[ENDE DER VORSCHAU]