Exhibit 10.22
PROFESSIONAL SERVICES
AGREEMENT
THIS AGREEMENT, made January 1, 2002, by and between Xxxxxx Xxxxxx,
("Consultant"), and OAO Technology Solutions, Inc., ("OAOT") 0000 Xxxxxxxx
Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
WITNESSETH
WHEREAS OAOT and Consultant desire to enter into an Agreement for the
performance by Consultant of Professional Services in connection with activities
of OAOT.
NOW, THEREFORE, in consideration of the mutual promises herein, the parties
agree as follows:
1. RETAINER-TERM. This Agreement is made with Consultant as an independent
contractor and not as an employee of OAOT. OAOT hereby retains Consultant
and Consultant agrees to perform Professional Services for OAOT in aid of
its business, mission and strategic plans, commencing on or about November
1, 2001 for successive one (1) year terms, unless terminated sooner.
2. PAYMENT. OAOT shall pay Consultant at the rate of $10,000 per month and
reimburse expenses, submitted to and approved by OAOT.
3. PROFESSIONAL STANDARDS. Consultant agrees that the work performed hereunder
will represent his best efforts and will be of the highest professional
standards and quality.
4. CONFLICT OF INTEREST. Consultant shall not actively participate in or
indirectly assist efforts of other OAOT's which are competitive with the
efforts of OAOT relative to this Agreement, or which would compromise the
value of Consultant's services under this Agreement. Should such a conflict
of interest arise during the performance of services under this Agreement,
Consultant shall inform OAOT immediately.
5. RISK OF LOSS. Consultant assumes all risk of personal injury, and all risk
or damage to or loss of personal property furnished by him.
6. PRIVILEGED OR PROPRIETARY INFORMATION. Except as may be required in the
performance of the work, Consultant agrees not to divulge any unpublished
information acquired by him as a Consultant from any source, including
OAOT, its customers and associates or other parties, without the prior
written consent of OAOT.
7. TERMINATION. The performance of work hereunder may be terminated by either
party by providing two (2) weeks notice prior to the intended date of
termination. OAOT shall be liable for payment for acceptable services and
authorized expenses rendered up to and including the effective date of
termination.
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8. NON-COMPETE. During the performance of this Agreement, and for one (1) year
after termination hereof, Consultant shall not: (i) induce or attempt to
induce any of OAOT's clients or employees that have been introduced to
Consultant in the performance of this Agreement to reduce its business with
OAOT, or (ii) divert or attempt to divert any business related to this
Agreement and reasonably within the scope of OAOT's contracts with its
clients. Any violation of this covenant shall be deemed sufficient cause
for termination of Consultant's Agreement by OAOT, in addition to any and
all remedies of law, the right to an injunction, specific performance or
other equitable relief to prevent the violation of Consultant's obligations
hereunder and the right to collect from Consultant all costs and expenses
(including reasonable attorney's fees) incurred by OAOT in connection with
enforcing its rights and remedies hereunder. This clause shall not apply to
any of Consultant's preexisting contracts.
9. EMPLOYER/EMPLOYEE RELATIONSHIP. It is understood and acknowledged by the
parties that the execution hereof and the performance of services hereunder
by Consultant is not intended to create and shall not be deemed to create a
relationship of employer/employee, but that Consultant shall at all times
be an independent contractor.
10. INDEMNIFICATION. Each party shall indemnify, hold harmless and defend the
other party, its agents, servants, and employees, from and against any
claim, demand, or cause of action arising out of or through the negligence
of the offending party, its agents, servants, or employees, in the
performance of services under this Agreement.
11. RECORDS AND REPORTS. Consultant agrees to keep separate written reports in
reasonable detail of work performed by it pursuant to this Agreement.
12. COMPLIANCE WITH LAWS AND REGULATIONS. Consultant agrees at all times to
comply with all applicable Federal, State and local laws, and regulations.
13. ASSIGNMENT. Consultant may not assign or further subcontract any of the
services to be performed without the prior written consent of OAOT.
14. ENTIRE AGREEMENT. This Agreement and its attachments constitute the entire
Agreement of the parties hereto, and all previous communications between
the parties, whether written or oral with reference to the subject matter
of this Agreement, are hereby canceled and superseded. Any changes or
amendments to this Agreement shall be done in writing and signed by both
parties. This Agreement is subject to the jurisdiction of the State of
Maryland, and shall be construed in accordance with the laws of the State
of Maryland.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this day and year first written above.
OAO Technology Solutions, Inc. Xxxxxx Xxxxxx
By: By:
------------------------------- ---------------------------
Date: Date:
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Title: Title: OAOT Consultant
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ATTACHMENT A
CONSULTANT EXPENSES
1. RATES: Consultant shall be paid at the following rate _____________.
2. TRAVEL AND EXPENSES: OAOT shall pay or reimburse Consultant for travel
approved and authorized by OAOT, and for other reasonable and authorized
expenses incurred in the performance of work hereunder. Consultant's expenses
shall be reimbursed in accordance with OAOT's standard Travel Policy, attached
hereto. OAOT shall not be obligated to pay or reimburse Consultant for any
travel-related expenses that are unauthorized or not in accordance with the
attached policy.
3. SUBMISSION OF INVOICES: Consultant shall submit the invoice upon completion
of the Project. Consultant shall submit a complete breakdown of labor, travel,
and other expenses on these invoices. No other forms or documents submitted for
payment will be accepted. Invoices should be submitted to the following address:
OAO Technology Solutions, Inc.
16th Floor
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Accounts Payable
All invoices shall reflect Professional Services Agreement No. OAOT-2002-PSA-___
and shall reference an OAOT, Inc. charge number for work accomplished. Invoices
shall include the Consultant's Social Security Number. Consultant shall be paid
on a monthly basis, within thirty (30) days after submission and approval of an
invoice.
4. SUBSTANTIATION OF EXPENSES: OAOT, Inc. requires substantiation by both
adequate records and sufficient documentary evidence of the expenses to which
they apply. The following elements must be substantiated: Amount, Time, Place,
Business Purpose, Business Relationship. All personnel traveling on OAOT
authorized business must substantiate expenses incurred while in travel status.
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ATTACHMENT B
NON-DISCLOSURE OF
CONFIDENTIAL OR PROPRIETARY INFORMATION
_________________ ("Consultant"), in consideration of its engagement or
continued service to OAO Technology Solutions, Inc., hereinafter being referred
to as "OAOT," hereby agrees that it will hold confidential and in trust any
proprietary information or trade secrets which comes to the knowledge or into
the possession of its employees, officers, or agents, whether the same be from a
client or customer or OAOT. As used herein, "proprietary information" shall mean
any information or data, whether oral or in writing, of a confidential nature,
including but not limited to, proprietary technical, marketing, operation or
performance information, cost know-how, business pricing policies or data,
programs, data systems, inventions, discoveries, trade secrets, or information
relating to clients past, present, or future, or to any research, development or
business activities.
All of the aforesaid proprietary information and trade secrets, whether supplied
by a client or customer of OAOT or by OAOT itself, shall not be discussed with
or divulged to anyone other than authorized personnel of OAOT, or the customer's
designated contact person, nor shall it be used for personal gain or benefit,
financial or otherwise, for Consultant or anyone else. Consultant further agrees
to take all reasonable steps necessary to restrict access to such information
while the same is in its possession or use. Under no circumstances will
Consultant remove any proprietary information from OAOT offices without written
authorization from OAOT.
Consultant understands that any violation of this Agreement or breach of
confidence as herein set forth may result in an immediate suspension or
termination of this services Agreement. In addition to the foregoing, Consultant
further understands and agrees that OAOT or any customer or client thereof may
take such other legal actions as might be available to them, including but not
limited to, suits for damages, breach of contract, or any other remedy available
to them by law. Consultant further agrees that upon the termination or
suspension of its Agreement with OAOT, it will immediately surrender to OAOT all
copies in its possession of books, tapes, records and any other materials or
matter belonging to OAOT or any of its clients or customers.
ACKNOWLEDGED AND AGREED:
SIGNED: DATE:
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Xxxxxx Xxxxxx
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