AGREEMENT FOR ALLOCATION OF COSTS AND REIMBURSEMENT OF EXPENSES

Rosaria Lombardi

AGREEMENT FOR ALLOCATION OF COSTS AND REIMBURSEMENT OF EXPENSES

THIS AGREEMENT is made this xx day of xxx xxx, by and between xxxxxxxxxxxxxx (SRL) AND xxxxxxxxxGMBH ( GMBH)

WHEREAS,both Companies refer to the same international group

WHEREAS, SRL and GMBH have agreed that it is in their mutual best interests to minimize duplicative expenses and to carry out their complimentary purposes in an economical and efficient manner, including the sharing of employees whose skills and knowledge will assist both organizations and the sharing of office space and equipment;

WHEREAS, SRL has in the past sustained all costs for the increase of its share in the italian and south European market , whose benefits will eventually spread all over the group

NOW,

THEREFORE, in consideration of these mutual promises and mutual benefits, GMBH agrees to sustain for the year xxxxxx a variety of personnel, facilities, goods and services in accordance with the terms set forth below.

Section 1: Sharing of Personnel and Facilities.

1.1 Personnel. GMBH will be debited for a share variable from 80-90% of the total costs of employees sustained by SRL in xxxxxx,provided they will perform a variety of administrative, commercial, financial, and other similar functions for the whole group.

1.2 Equipment , Facilities and other costs : a share of up to 30% will be debited to GmbH, for the following costs:

a. lease;

b. depreciation of equipment and furniture owned by SRL

c. premiums for liability and other insurance;

d. general office supplies;

e. general telephone service;

f. computer and word-processing supplies;

g. subscriptions and other publications;

h. rent and utilities; i. internet access costs;

l. legal expenses.

Section 2: Method of Payment.

2.1 Payment of GmbH share of Costs. Funds will be transferred, or compensated with GmbH credits for commercial supplies made to SRL , upon approval of 2009 SRL financial statement.

2.2 Upon payment, SRL will issue a commercial invoice under the Italian VAT rules.

Section 3: Miscellaneous.

3.1 Termination. This Agreement is valid up to 31.12.2010 and if not terminated by either party upon provision of ninety (90) days' notice in writing to the other party, will be automatically yearly renewed

3.2 Integration; Modification. This Agreement sets forth the entire agreement between the parties, and replaces and supercedes all other contracts, agreements and understandings, written or oral, relating to the subject matter hereof. The Agreement may not be changed or modified except by written instrument executed by both parties.

3.3 Governing Law. The Agreement shall be construed and interpreted in accordance with the laws of Italy .

3.4 Assignment. This Agreement is not assignable by either party.

3.5 Effective Date. The provisions of this Agreement shall apply to all applicable expenses incurred since January 1st, 2010.

IN WITNESS WHEREOF, the parties hereto has signed their names on the day and year before mentioned.

xxxxxxxx GmbH _____________ By: ___________, President 


xxxxxxx Italia srl ____________________ By: ________, President