Heritage Global Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

MANAGEMENT SERVICES AGREEMENT 

This Management Services Agreement (“Agreement”), is
made and entered into as of May 1, 2014 (the “Effective Date”), by and between
Counsel Corporation, a Canadian corporation (“Counsel”) and Heritage
Global Inc., a Florida corporation (“HGBL”). 

Since 2001, Counsel has beneficially owned the majority of the
outstanding common stock of HGBL, and has provided certain business management
services to HGBL pursuant to a series of letter agreements. 

The parties anticipate engaging in a transaction that will
result in Counsel no longer being the beneficial owner of a majority of the
outstanding common stock of HGBL. 

In connection with the transaction, the parties desire Counsel
to continue providing business management services to HGBL, and wish to further
formalize this arrangement. 

The parties agree as follows: 

1. Appointment. HGBL hereby engages Counsel, and Counsel
will, upon the terms and subject to the conditions set forth herein, provide
certain services to HGBL, as described in Section 3. 

2. Term. The term of this Agreement (the “Term”)
will be for an initial term of one (1) year; provided, however, that this
Agreement may be terminated at any time following the date hereof upon mutual
agreement of HGBL and Counsel. The Term will automatically renew for successive
one (1) year terms unless either Counsel or HGBL give notice of its intent not
to renew the Agreement within ninety (90) days before the expiration of the
initial term or any renewal term. Notwithstanding anything in this Agreement to
the contrary, (a) the provisions of Section 6 will survive the termination of
this Agreement and (b) no termination of this Agreement, whether pursuant to
this Section 2 or otherwise, will affect HGBL’s duty to pay any fees accrued, or
reimburse any cost or expense incurred, pursuant to the terms of this Agreement
prior to the effective date of that termination.

3. Services.

(a) Management Services. Counsel, consistent with past
practices, will provide HGBL with business management services, which include
financial and investment management and advisory services, preparation of
regulatory filings, tax advisory services, board support services, patent
portfolio administration, litigation strategy and management services and
guidance regarding the administration of equity based compensation, as the board
of directors of HGBL (the “Board”) may request from time to time
(collectively, the “Management Services”). The Management Services will include making
available an individual who is qualified and willing to execute the duties of
the principal financial officer of HGBL. The following Counsel officers and
personnel will be primarily responsible for providing the Management Services on
behalf of Counsel: Executive Vice President, Secretary, Chief Financial Officer,
a Tax Manager, an Accounting Manager and an Accounts Payable Clerk. Counsel will
make itself available for the performance of the Management Services upon
reasonable notice. Counsel will perform the Management Services at the times and
places requested by the Board to meet the needs and requirements of HGBL. This
Agreement does not guarantee or imply that the personal services of any
individual currently participating in HGBL shall be provided throughout the term
of the Agreement. Should HGBL require the personal services of any specific
individual, service arrangements will have to be entered into separately with
such individual.




(b) Personal services provided by Allan Silber are subject to
their own terms and conditions and this Agreement in no way alters or nullifies
such terms and conditions, which shall remain in full force and effect. 

(c) Operation Services. Counsel will assist HGBL in the
ongoing operations of HGBL’s asset liquidation business (the “Operation
Services”). Counsel will make itself available for the performance of the
Operation Services upon reasonable notice. Counsel will perform the Operation
Services at the times and places requested by the Board to meet the needs and
requirements of HGBL.

4. Compensation for Services. 

(a) Fees for Management Services. HGBL will pay to
Counsel an annual management fee in an amount equal to Three Hundred Sixty
Thousand Dollars ($360,000) (the “Management Fee”). The Management Fee
will be payable quarterly within thirty days following the end of each calendar
quarter.

(b) Fees for Operation Services. HGBL will pay to
Counsel an annual operations fee in an amount equal to Seventy-Five Thousand
Dollars ($75,000) (the “Operations Fee”). The Operations Fee will be
payable quarterly within thirty days following the end of each calendar
quarter.

(c) Out-of-Pocket Expenses. In addition to the payments
required under Section 4(a) and Section 4(b) above, HGBL shall pay directly or
reimburse Counsel for Out-of-Pocket Expenses (as hereinafter defined). For
purposes of this Agreement, the term “Out-of-Pocket Expenses” shall mean
the reasonable amounts incurred by Counsel and/or its personnel from products
and/or services of unaffiliated third parties delivered to HGBL or Counsel
and/or their respective personnel in connection with the Management Services and
Operation Services. All direct payments and reimbursements for Out-of-Pocket
Expenses shall be made promptly upon or as soon as practicable after
presentation by Counsel to HGBL of a statement in reasonable detail in
connection therewith. 

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(d) Interest on Unpaid Amounts. Interest at a rate per
annum equal to the lesser of the then current rate announced from time to time
by the Wall Street Journal as the “prime rate”, plus two percent (2%), or the
maximum rate allowable by law, will accrue and be payable by HGBL on any unpaid
Management Fee or Operations Fee until such amounts are paid.

5. Limitation of Liability. Neither Counsel nor any of
its officers, directors, managers, principals, stockholders, partners, members,
employees, agents, representatives and affiliates (each a “Related Party”
and, collectively, the “Related Parties”) will be liable to HGBL or any
of its affiliates for any loss, liability, damage or expense arising out of or
in connection with the performance of any Services contemplated by this
Agreement, unless such loss, liability, damage or expense will be proven to
result directly from the willful misconduct or gross negligence of such
person.

6. Indemnification.

(a) HGBL will indemnify, defend and hold harmless Counsel and
its Related Parties from and against any and all losses, damages, liabilities,
deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable
attorneys’ fees, that are incurred by Counsel and/or its Related Parties
(collectively, “Losses”) arising out of or in connection with Services
rendered or to be rendered by or on behalf of  Counsel pursuant to this
Agreement, the transactions contemplated by this Agreement or any actions or
inactions by or on behalf of Counsel in connection with any such Services or
transactions; provided that HGBL shall not be responsible for any Losses of
Counsel or its Related Parties to the extent such Losses have resulted from such
party’s gross negligence or willful misconduct in connection with any of such
Services, actions or inactions. 

(b) Counsel will indemnify, defend and hold harmless HGBL and
its Related Parties, from and against any Losses incurred to the extent such
Losses have arisen out of the gross negligence or willful misconduct of Counsel
or its Related Parties in connection with the services rendered or to be
rendered pursuant to this Agreement. 

7. Compliance with Laws. In the performance of its
duties and obligations under this Agreement, each party will comply with all
applicable laws. The parties will cooperate fully in obtaining and maintaining
in effect all permits and licenses that may be required for the performance of
the Management Services and Operation Services. 

8. Confidentiality. From time to time during the Term,
either party (as the “Disclosing Party”) may disclose or make available
to the other party (as the “Receiving Party”) information about its
business affairs, goods and services, forecasts, confidential information and
materials comprising or relating to intellectual property, trade secrets,
third-party confidential information and other sensitive or proprietary
information, as well as the terms of this Agreement, whether orally or in
written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential” (collectively,
“Confidential Information”). Confidential Information does not include
information that, at the time of disclosure: (a) is or becomes generally available to and known
by the public other than resulting from, directly or indirectly, any breach of
this Section 8 by the Receiving Party or any of its representatives; (b) is or
becomes available to the Receiving Party on a non-confidential basis from a
third-party source, provided that the third party is not and was not prohibited
from disclosing the Confidential Information; (c) was known by or in the
possession of the Receiving Party or its representatives before being disclosed
by or on behalf of the Disclosing Party; or (d) was or is independently
developed by the Receiving Party without reference to or use of, in whole or in
part, any of the Disclosing Party’s Confidential Information. For clarity, if
any Party’s Confidential Information is required to be disclosed under
applicable law, such disclosure shall not constitute a breach of this Agreement
so long as the Disclosing Party notifies the Receiving Party of such requirement
and assists the Receiving Party in obtaining a protective order limiting the
disclosure. During the Term and for three (3) years after the disclosure of the
Confidential Information, the Receiving Party shall: (i) protect and safeguard
the confidentiality of the Disclosing Party’s Confidential Information with at
least the same degree of care as the Receiving Party would protect its own
Confidential Information, but in no event with less than a commercially
reasonable degree of care; (ii) not use the Disclosing Party’s Confidential
Information, or permit it to be accessed or used, for any purpose other than to
exercise its rights or perform its obligations under this Agreement; and (iii)
not disclose any  Confidential Information to any person, except to the
Receiving Party’s representatives who must know the Confidential Information to
assist the Receiving Party, or act on its behalf, to exercise its rights or
perform its obligations under this Agreement.

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9. Intellectual Property. Except as otherwise agreed by
the parties, all data, software, intellectual property or other property or
assets (“Property”) owned or created by a party shall remain the sole and
exclusive property and responsibility of such party. Neither party shall acquire
any right, title or interest in or to the Property of the other party pursuant
to this Agreement. 

10. Independent Contractor. Nothing herein will be
construed to create a joint venture or partnership between the parties hereto or
an employee/employer relationship. Counsel will be an independent contractor
pursuant to this Agreement. Neither party hereto will have any express or
implied right or authority to assume or create any obligations on behalf of or
in the name of the other party or to bind the other party to any contract,
agreement or undertaking with any third party. Nothing in this Agreement will be
deemed or construed to enlarge the fiduciary duties and responsibilities, if
any, of Counsel or any of its Related Parties, including without limitation in
any of their respective capacities as stockholder or directors of HGBL. 

11. Notices. All notices, requests, consents, claims,
demands, waivers and other communications hereunder will be in writing and will
be deemed to have been given (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested); (c) on the date
sent by facsimile or e-mail of a PDF document (with confirmation of
transmission) if sent during normal business hours of the recipient, and on the
next business day if sent after normal business hours of the recipient; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage
prepaid. Such communications must be sent to the respective parties at the
addresses indicated below (or at such other address for a party as will be
specified in a notice given in accordance with this Section 11).

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	If to HGBL: 	1 Toronto Street 
	  	Suite 700, PO Box 3 
	  	Toronto, Ontario, Canada M5C 2V6 
	 	 
	  	Facsimile: 416-866-3000 
	 	 
	  	E-mail: sweintraub@counselcorp.com 
	 	 
	  	Attention: Stephen Weintraub, Executive Vice
  
	  	President, Secretary, CFO 
	 	 
	If to Counsel: 	1 Toronto Street 
	  	Suite 700, PO Box 3 
	  	Toronto, Ontario, Canada M5C 2V6 
	 	 
	  	Facsimile: 416-866-3000 
	 	 
	  	E-mail: asilber@counselcorp.com 
	 	 
	  	Attention: Allan Silber, President
  


12. Entire Agreement. This Agreement constitutes the
sole and entire agreement of the parties to this Agreement with respect to the
subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such
subject matter.

13. Successor and Assigns. This Agreement will be
binding upon and will inure to the benefit of the parties hereto and their
respective successors and permitted assigns. However, neither this Agreement nor
any of the rights of the parties hereunder may be assigned or otherwise
transferred by change of control or operation of law by any party hereto without
prior written consent of the other party. Any attempted transfer or assignment
in violation of this Section 13 will be void.

14. No Third-Party Beneficiaries. This Agreement is for
the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or will
confer upon any other person any legal or equitable right, benefit or remedy of
any nature whatsoever, under or by reason of this Agreement. 

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15. Headings. The headings in this Agreement are for
reference only and will not affect the interpretation of this Agreement. 

16. Amendment and Modification; Waiver. This Agreement
may only be amended, modified or supplemented by an agreement in writing signed
by each party hereto. No waiver by any party of any of the provisions hereof
will be effective unless explicitly set forth in writing and signed by the party
so waiving. Except as otherwise set forth in this Agreement, no failure to
exercise, or delay in exercising, any rights, remedy, power or privilege arising
from this Agreement will operate or be construed as a waiver thereof; nor will
any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

17. Severability. If any term or provision of this
Agreement is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that any term or
other provision is invalid, illegal or unenforceable, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible. 

18. Governing Law; Submission to Jurisdiction. This
Agreement will be governed by and construed in accordance with the internal laws
of the Province of Ontario, without giving effect to any choice or conflict of
law provision. Any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby may be instituted in the
courts of Ontario, Canada located in the city of Toronto, and each party
irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action or proceeding. Service of process, summons, notice or other
document by mail to such party’s address set forth herein will be effective
service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or any proceeding in such courts and
irrevocably waive and agree not to plead or claim in any such court that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. 

19. Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which will
together be deemed to be one and the same agreement. A signed copy of this
Agreement delivered by facsimile, e-mail or other means of electronic
transmission will be deemed to have the same legal effect as delivery of an
original signed copy of this Agreement. 

20. No Strict Construction. The parties to this
Agreement have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties,
and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this
Management Services Agreement on the Effective Date. 

COUNSEL CORPORATION


______________________________
By: 
Title: 

HERITAGE GLOBAL PARTNERS INC. 


______________________________
By: 
Title: 

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