# MANAGEMENT SERVICES AGREEMENT
Date: 15 February 2029
Parties: Elmbridge Holdings Ltd and Elmbridge Kitchens Ltd
## 1. Parties and purpose
Elmbridge Holdings Ltd (Company No. 07331109) will provide central management services to its wholly owned subsidiary Elmbridge Kitchens Ltd (Company No. 07331122), both at 40 Foundry Road, Coventry CV1 4QT, from 1 March 2029.
## 2. Money and rights
Services are finance oversight, HR administration, procurement, legal coordination and quarterly strategy reporting. Holdings will nominate Priya Nair as service director and use reasonable skill and care; it does not guarantee any business result or replace the subsidiary's directors.
## 3. Duties and operation
Kitchens retains responsibility for its statutory duties, solvency, employees, customers and contracts. Holdings may approve routine purchases up to £15,000 within an agreed budget but may not borrow, dispose of material assets, hire directors or make a reserved decision without written board authority.
## 4. Consent and management
The annual fee is £180,000 plus VAT, paid quarterly in advance, with documented third-party costs recharged at cost. Each company keeps separate records and bank accounts. Holdings will report conflicts and may decline work where acting would prejudice Kitchens.
## 5. Ending and remedies
Personal data will be processed only for the services, with Kitchens as controller unless the parties document another role. Access is limited to authorised staff and advisers; each party applies appropriate UK GDPR security and reports a personal-data breach without undue delay.
## 6. Legal reservations
Either company may terminate for convenience on three months' notice, or immediately for insolvency or an uncured material breach. Holdings will deliver current books, passwords and workpapers; Kitchens pays fees accrued to termination. Confidentiality, records, IP and accrued claims survive.
## 7. Signatures
This intra-group arrangement is governed by England and Wales law and is not intended to be a distribution, employment contract or guarantee of Kitchens' liabilities. The directors approve and sign on 15 February 2029.