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management agreement must emphasize that the services provided in
the management agreement extend beyond the normal stewardship
functions that the shareholders may exercise. The management
services that Forsyth suggested included providing detailed
advice on accounting and administration, financing, and personnel
selection. Forsyth recommended a fee of 10 to 15 percent for the
franchise agreement and 2 percent for the management agreement.
C&L received unsigned copies of agreements dated January 20,
1983, and February 1, 1983, for the first time on December 12,
1986, a month after Santandreu received Forsyth’s letter. The
January 20, 1983, document stated that TM was to take "exclusive
charge of technical assistance, not management," and to
contribute the use of the name, trademark, handbook, or formula;
experience with respect to choreography, lights, sound, and the
making and maintaining of costumes and wardrobes; and quality
control. TM was to receive as compensation 10 percent of MTNV’s
gross production.
The February 1, 1983, agreement stated that Eurotor was to
contribute experience in the management of companies, including
finance, administration, and personnel. The other documents
received by C&L on December 12, 1986, included management
agreements between Eurotor and MANV and Eurotor and MTNV dated
February 1, 1986, and August 1, 1986, respectively. These
agreements also contained language identical to Forsyth’s
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