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Administrative Services Agreement

This is an actual contract by Jevic Transportation.
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THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") dated as of August 12, 1997 (the "Effective Date"), is entered into by and between Jevic Transportation, Inc. ("Jevic") and Jevic Transportation Systems, Inc. ("JTS"), an affiliate of Jevic.


1. Services.

a. JTS hereby employs Jevic to perform the following administrative
services ("Services") in accordance with the terms and conditions set forth
in this Agreement. Jevic will, upon request, provide services to JTS
relating to employee payroll, records and benefits administration, benefits
planning and design, records management, insurance, certain treasury
operations, cash administration and other services. Upon request of JTS,
Jevic may also from time to time perform such other services, which, in the
opinion of Jevic and JTS, are proper and advisable in assisting JTS to
administer its business affairs and operations.

b. As an aid in providing the Services, Jevic will undertake the
following activities:

(1) representatives of Jevic will at JTS's request periodically
visit JTS's offices to review issues that may arise in the areas
specified in paragraph 2(a); and

(2) Jevic will, upon request, review and prepare written comments
for JTS on documents made available to Jevic by JTS with respect to
the areas specified in paragraph 2(a).

2. Term. The initial term of this Agreement will extend for a period of one (1) year from the Effective Date. After expiration of Initial Term, Agreement shall extend automatically for successive one (1) year terms unless JTS provides to Jevic written notice of its intentions not to exercise automatic renewal granted herein ninety (90) days prior to commencement of the next one (1) year term.

3. Payment To Jevic.

a. JTS will pay Jevic as a monthly fee an amount equal to the actual
cost incurred by Jevic in providing the Services hereunder. Any federal,
state or local excise taxes or sales taxes imposed on the provision of
Services shall be billed to JTS under paragraph 5(c) below.

b. JTS will reimburse Jevic for all reasonable business and travel
expenses and any other unanticipated or extraordinary out-of-pocket
expenses incurred by Jevic in the performance of its obligations hereunder.

c. Any fees or expenses payable pursuant to this Agreement shall be
payable by JTS monthly by the fifteenth day following Jevic's presentation
to JTS of a written invoice of charges. Upon JTS's request, Jevic will
provide any further documentation required in support of such invoice.
Delinquent payment of any invoice provided hereunder shall be subject to a
finance charge in the amount of 1.25% per month as calculated beginning
sixty (60) days from the date of the invoice. Notice of any disputed
charges must be received by Jevic from JTS within sixty (60) days from the
date of the invoice in question. Credit for any disputed charges, approved
after review of notice received, will be applied in the invoice for the
calendar month immediately following the calendar month in which such
approval was granted. Nothing herein shall be c
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