EXHIBIT 10.29
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PROFESSIONAL SERVICES AGREEMENT
This Agreement is made as of January 2, 2006, by and between The
Depository Trust & Clearing Corporation, with principal offices at 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("DTCC") and BRIDGELINE Software, Inc. with
principal offices at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 ("Company").
1. Services.
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Company shall provide to DTCC the services (the "Services") described
in the Schedule of Work attached hereto as Exhibit A (the "Schedule of Work").
2. Personnel.
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Company will provide qualified personnel (the "Personnel") to complete
the Services specified in the Schedule of Work. The Personnel shall perform
their assignments under the direction of Company and the DTCC Project Manager.
DTCC shall have the right, in its sole discretion, to have Company terminate any
Personnel from performing the Services for unsatisfactory performance. All
Personnel shall strictly abide by DTCC's security, safety, and insurance
requirements while on DTCC's premises. Company shall secure the written
authorization of a DTCC Vice President or higher corporate officer to obtain any
access to DTCC's computer systems.
3. Independent Contractor.
-----------------------
Notwithstanding anything to the contrary, Company is a contractor
independent of DTCC, not DTCC's agent, and all Personnel performing the Services
shall be considered for all purposes as Company's employees. With respect to all
Personnel, Company shall be solely liable for: (i) the payment of compensation
and the provision of any employee benefits; (ii) the payment of workers'
compensation, disability benefits, and unemployment insurance; (iii) withholding
and payment of all applicable Federal, State, and local income taxes and social
security; and (iv) their negligent or willful acts or omissions.
4. Payments.
---------
Company shall invoice DTCC for the Service Fee(s) specified in the
Schedule of Work. Each invoice submitted by Company to DTCC shall be accompanied
by appropriate supporting documentation with detailed itemization to include a
time sheet and status report for work actually performed. All undisputed
payments are due thirty (30) days after receipt of an invoice.
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5. CONFIDENTIAL INFORMATION: PRIVACY: SECURITY AND DATA PROTECTION.
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(a) Confidential Information. Company acknowledges that during the term of any
Statement of Work, Company, through its Personnel or otherwise, may acquire or
create confidential or proprietary information related to the business of DTCC
or the Related Companies including, but not limited to: (i) information
concerning DTCC's business, finances, computer systems, software, operations, or
employees or that of any of the Related Companies; (ii) patents, copyrights,
trade secrets, or other intellectual property rights owned by DTCC or any of the
Related Companies or licensed by DTCC or any of the Related Companies from third
parties; (iii) other non-public information concerning third parties, including,
without limitation, customers, prospective customers or suppliers of DTCC or any
of the Related Companies; (iv) Nonpublic Personal Information (as defined in
Section 5(e) hereof); and (v) Proprietary Works (as defined in Section 11(a)
hereof) (collectively, the "CONFIDENTIAL INFORMATION").
(b) Company's Use of Confidential Information. Company agrees: (i) that it will
only use the Confidential Information for the purpose of performing the
Services; (ii) to hold the Confidential Information in confidence, exercising no
less care in maintaining the security thereof as it does with respect to its own
confidential and proprietary information, but in no event will Company exercise
less than reasonable care to maintain the security of such information; (iii)
that only those Personnel having a "need-to-know" solely in connection with
performance of the Services, who are under contractual obligations of
confidentiality consistent with and at least equivalent to those assumed by
Company hereunder, and who will hold such information in strict confidence,
shall have access to the Confidential Information; and (iv) that disclosure of
the Confidential Information does not confer upon Company any license, interest,
or rights of any kind in or to such information.
(c) Exclusions. Notwithstanding the foregoing, the obligation of confidentiality
and nondisclosure shall not apply to information that: (i) was already known to
Company at the time of disclosure without restriction or breach of any
agreement; (ii) is obtained by Company from a third party without restriction or
breach of this Agreement; (iii) is public information or becomes public through
no fault of the party to whom such information has been disclosed; (iv) is
independently developed by Company without the use of DTCC's or any Related
Company's confidential information; or (v) is required to be disclosed by law or
court order (provided that Company shall promptly notify DTCC of any such
requirement prior to disclosure in order to afford DTCC an opportunity to seek a
protective order to prevent or limit disclosure).
(d) Return of Confidential Information. Upon the termination or expiration of
any Statement of Work, Company shall return all Confidential Information
relating to such Statement of Work then in its possession which is in written,
graphic or other tangible form and shall delete all Confidential Information in
electronic form, and shall provide DTCC with a written statement certifying that
this has been accomplished.
(e) Nonpublic Personal Information. Notwithstanding any other provision of this
Agreement, to the extent Nonpublic Personal Information is, either intentionally
or
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unintentionally, disclosed to or obtained by Company in connection with the
matters contemplated by this Agreement, Company covenants to keep such Nonpublic
Personal Information strictly confidential and shall use and process such
Nonpublic Personal Information solely for the purposes of carrying out its
obligations under, and as expressly set forth in, this Agreement or as otherwise
expressly directed in writing by DTCC and not for any other purposes. Company
shall maintain an effective information security program and take appropriate
administrative, technical and physical measures to secure and protect such
Nonpublic Personal Information against unauthorized, unlawful or accidental
access, disclosure, transfer, destruction, loss or alteration as more
particularly described in Section 5(f) hereof. Company shall, upon the
reasonable request of DTCC, (i) provide DTCC with information regarding its
privacy/data protection practices, (ii) provide DTCC with information relating
to those of its business locations from which Services under the Agreement are
performed regarding the results of any audits or tests performed which relate to
the security of Nonpublic Personal Information, and (iii) shall allow DTCC
reasonable access to audit compliance by Company with this provision as more
particularly described in Section 15 hereof. Without limiting the generality of
the foregoing, on or before the date this Agreement is executed and annually
within one (1) month of each anniversary of such date occurring thereafter
during the term of this Agreement, or at more frequent times if required by
DTCC's vendor management program requirements, DTCC shall be entitled to require
Company to provide DTCC with one or more of the following items, which must be
provided in English and at Company's expense:
(i) a current report by an independent third party audit firm
acceptable to DTCC (with respect to the scope of the audit performed
and otherwise) that describes Company's control policies and
procedures, including, without limitation, its security and compliance
programs, that have been initiated and are then functioning at all
locations from which Company shall be performing the Services, which
report must contain statements on the operating effectiveness of those
policies and procedures with respect to the Services (unless otherwise
specified by DTCC, a Type II SAS 70 Report, as described in the then
current Statement of Auditing Standard 70 of the American Institute of
Certified Public Accounts and a BS7799 certification shall be
acceptable types of audit reports),
(ii) a SysTrust report,
(iii) a TrueSecure certification,
(iv) a completed DTCC-provided survey regarding information protection
practices,
(v) a review of Company's policies, practices and procedures for access
controls and information protection controls,
(vi) a review of Company's control testing results and remediation
priorities, and
(vii) a completed information security questionnaire provided by DTCC.
For purposes of this Agreement, the term "Nonpublic Personal
Information" is defined as (i) any "nonpublic personal information" as
such term is defined under the Title V of the U.S. Xxxxx-Xxxxx-Xxxxxx
Act, 15 U.S.C. ss. 6801 et seq., and the rules and regulations issued
thereunder; (ii) any information that can specifically identify an
individual, such as name, address, social security
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number, etc., together with any other information that relates to an
individual who has been so identified; or (iii) any other information
classified as the most sensitive information in DTCC's data
classification standards (such information being currently referred to
as "DTCC Restricted" information).
For the purpose of this Agreement, the term "Related
Companies" means the direct and indirect subsidiaries of DTCC, and its
and their affiliates as well as a joint venture of DTCC.
Company further agrees that:
(i) it shall promptly notify DTCC when it becomes aware of any
unauthorized access of such Nonpublic Personal Information and shall
promptly implement necessary corrective actions. Such corrective
actions shall include: (a) performing an analysis to determine the
cause of the security breach, (b) providing DTCC with a report
detailing the cause of the security breach and the material disclosed,
(c) promptly remedying the security breach, (d) assisting DTCC in its
efforts to retrieve the material and mitigate the effects of the
unauthorized access, and (e) cooperating fully with DTCC and its
designees and with any civil or criminal authority in any investigation
or action relating to such unauthorized access;
(ii) it shall promptly notify DTCC if it becomes the subject of any
government, other enforcement or private proceeding relating to its
data handling practices;
(iii) it shall use and process such Nonpublic Personal Information in
accordance with applicable privacy and data protection legislation, and
in the case of any legal or regulatory obligation to disclose such
Nonpublic Personal Information, it shall notify and co-operate with
DTCC, limit any disclosure to the minimum required by law and, to the
extent possible, request that such information be kept confidential;
and
(iv) it shall not, except as explicitly agreed to in writing by DTCC,
under any arrangement established under this Agreement collect any
Nonpublic Personal Information on DTCC employees or clients from any
cookies, applets, Web bug or beacons or similar technologies.
Nothing in this Section 5 hereof shall affect any data or information
that Company validly receives from a source apart from (i) this
Agreement or (ii) the relationship established pursuant to this
Agreement, nor affect Company's rights to use such data or information,
provided that if Company receives any such data or information that is
identical to any Nonpublic Personal Information that is delivered or
made available to Company under or pursuant to this Agreement, then
that fact shall in no way diminish Company's obligations to keep the
Nonpublic Personal Information so provided by DTCC secure. For
avoidance of doubt, and as an example only, if Company receives a name
and SSN from DTCC and also receives an identical name and SSN from a
third party not acting on behalf of DTCC, then this Agreement does not
affect in any way how Company handles or uses the information received
from the third party, but Company still must keep the data received
from DTCC secure under this Agreement.
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(f) Security and Data Protection. Company agrees that:
Company shall maintain an effective information security program and
take appropriate administrative, technical and physical measures to secure and
protect information received or created by it pursuant to this Agreement against
unauthorized, unlawful or accidental access, disclosure, transfer, destruction,
loss or alteration, which procedures and measures are in compliance with
commercially reasonable industry standards;
Company will comply at its expense with all legal and/or regulatory
requirements applicable to it regarding security and data protection;
Company will comply with DTCC's information security policies,
including, without limitation, DTCC's data classification standards, DTCC's
Standards and Guidelines, and DTCC's Company management program requirements;
Company shall, upon the reasonable request of DTCC, (i) provide DTCC
with information regarding its privacy/data protection practices, (ii) provide
DTCC with information relating to those of its business locations from which
Services under this Agreement are performed regarding the results of any audits
or tests performed which relate to the security of information, and (iii) shall
allow DTCC reasonable access to audit compliance by Company with this provision
as more particularly described in Section 15 hereof,
Company shall notify DTCC immediately if it suspects, reasonably
believes or becomes aware of the existence of any Destructive Elements (as
defined in Section 12(d) hereof) in the Services and/or deliverables. Company
shall also notify DTCC immediately if it identifies any elements of the Services
and/or deliverables that would make such Services and/or deliverables
susceptible to known Viruses (as defined in Section 12(d) hereof) or Viruses
Company comes to know of. DTCC will not access, and will not permit unauthorized
persons or entities to access DTCC computing systems and/or networks without
DTCC's express written authorization and any such actual or attempted access
shall be consistent with any such authorization. All Company connectivity to
DTCC computing systems and/or networks and all attempts at same shall be only
through DTCC's security gateways/firewalls and only through DTCC-approved
security procedures. Company will use an anti-Virus program approved by DTCC
[recognized in the financial services industry as being acceptable to detect and
prevent viruses] prior to any attempt to access any of DTCC's computing systems
and/or networks and upon detecting a Virus, all attempts to access DTCC's
computing systems and/or networks shall immediately cease and shall not resume
until any such Virus has been eliminated; and
Company shall take reasonable steps to avoid the corruption, loss or
mis-transmission of data and to ensure the security of data during transmission
and storage, including the use of data encryption techniques in accordance with
commercially reasonable industry standards subject, however, to Section 12(e)
hereof (Export).
(g) Equitable Relief. The parties acknowledge that monetary damages may
not be an adequate remedy for breach of the provisions of this Section 5.
Therefore, DTCC shall have the right (in addition to its other rights hereunder)
to a temporary restraining order, injunctive relief, or other equitable relief
to remedy or prevent a breach.
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6. Indemnification.
----------------
Company hereby indemnifies DTCC and holds it harmless from and against
any and all claims, actions, suits, losses, damages, judgments, costs, charges,
payments, expenses, penalties and liabilities whatsoever (including attorneys'
fees and costs) (each, a "LOSS") as the result of: (i) any claim of patent,
copyright, trade secret or other intellectual property right infringement
asserted against DTCC at law or in equity in connection with Company's
performance under this Agreement; (ii) breach by Company of any of its
warranties hereunder; (iii) any claim, ruling, or determination that any
Personnel is an employee of DTCC; and (iv) any claim asserted against DTCC at
law or in equity by any person on account of damage (including, but not limited
to computer viruses and destruction of media) to intangible and tangible
property, including but not limited to the intangible or tangible property of
the party being held harmless, or on account of injuries to or death of any and
all persons, which arise out of or in connection with Company's performance
under this Agreement, but only to the extent that such Loss is caused by a
willful or negligent act or omission of Company.
7. Insurance.
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Company shall, at its sole expense, maintain in full force and effect
during its performance under this Agreement the insurance coverages set forth
below. Company shall cause DTCC to be named as an additional insured under the
policy described in (ii) below for damages arising from Company's performance
under this Agreement as their interests may appear, and prior to the arrival of
Company's Personnel on DTCC's premises, Company shall provide to DTCC
certificates of insurance evidencing that the insurance policies described below
are in effect, including an undertaking by the underwriter(s) or insurance
company(s) to provide to DTCC at least ten (10) days prior written notice of any
proposed cancellation or expiration thereof. The required insurance coverages
are: (i) all necessary insurance for the Personnel, including but not limited to
workers' compensation, disability, and unemployment insurance required by
statute; (ii) a comprehensive general liability insurance policy with a minimum
limit of liability of five million dollars ($5,000,000) total loss coverage per
occurrence, including contractual liability coverage and products and completed
operations coverage; and (iii) professional errors and omissions coverage as
respects Company's business in the amount of five million dollars ($5,000,000).
8. Proprietary Rights.
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All data, documentation, materials, products, programs, processes,
inventions, specifications, and other works created or prepared by Company in
connection with the Services (the "PROPRIETARY INFORMATION") shall become the
exclusive and complete property of DTCC, and title to and all interest and
rights therein, including, but not limited to, all copyrights, patents, rights
of reproduction, the right to secure registrations, renewals, reissues and
extensions thereof, shall vest in DTCC. To the extent that this Agreement does
not otherwise vest in DTCC all rights to the Proprietary Information,
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Company hereby irrevocably assigns to DTCC title and all interest and rights
therein throughout the world to the Proprietary Information, including, but not
limited to, all copyrights, patents, and other intellectual property rights.
Company agrees to execute such further documents and to do such further acts as
may be necessary to perfect, register, or enforce DTCC's ownership of such
rights, in whole or in part. If Company fails or refuses to execute any such
documents, Company hereby appoints DTCC as Company's attorney-in-fact (this
appointment to be irrevocable and a power coupled with an interest) to act on
Company's behalf and to execute such documents.
9. Warranties.
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Company warrants that: (i) Company shall comply with all applicable
laws and regulations; (ii) Company has all the necessary rights, authorizations,
or licenses to provide the Services hereunder and to provide all related
materials and services required under this Agreement or any agreement entered
into pursuant hereto; (iii) each of the Personnel assigned to perform services
shall have the proper skill, training and background sufficient to perform the
Services in a competent and professional manner, and all work will be performed
in a manner compatible with DTCC's business operations at its premises; and (iv)
each and every deliverable contemplated by the Schedule of Work shall be
provided in a manner consistent with good commercial practice, shall conform to
any specifications mutually agreed to in writing by DTCC and Company, and shall
meet any functional, performance and reliability requirements of DTCC set forth
in the Schedule of Work; and (v) in performing its obligations under this
Agreement, Company shall not install any "timebombs," "worms," "viruses,"
"trojan horses," "protect codes," "data destruct keys," expiring passwords, or
other codes, instructions, programs, or programming devices that might, or might
be used to, access, modify, delete, damage, deactivate, or disable DTCCs
software, firmware, hardware, or data.
10. Term and Termination.
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This Agreement shall commence on the date hereof and shall remain in
full force and effect until the End Date specified in the Schedule of Work
unless terminated by either party, for nonperformance only, in accordance with
written notice, specifying such nonperformance and granting the party to be
terminated ten business days to cure such default as has been alleged under the
notice of termination. After termination of this Agreement, neither DTCC nor
Company shall have any further obligation hereunder, except as set forth in
Section 15(e) below.
11. Force Majeure.
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If either party is delayed in or prevented from performing any of its
obligations hereunder by reason of a governmental law or regulation, court
order, labor disturbance, act of God, fire, flood, national emergency, war,
insurrection, civil disturbance, or other reason of a like nature beyond the
control of and not the fault of or due to the negligence
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of such party, which such party is unable to prevent or overcome by the exercise
of due diligence, then upon such party's giving prompt notice and full
particulars of such cause to the other party the performance of such obligation
shall be excused for the period of the delay and the period for the performance
of such obligation shall be extended for an equivalent period.
12. No Promotion.
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Company agrees that it will not, without the prior written consent of
DTCC in each instance: (i) use in advertising, publicity or otherwise the name
of DTCC, or any affiliate of DTCC, or any partner or employee of DTCC or any
trade name, trademark, trade device, service xxxx, symbol or any abbreviation,
contraction or simulation thereof owned by DTCC or its affiliates, or (ii)
represent, directly or indirectly, that any product or any service provided by
Company has been approved or endorsed by DTCC.
13. Notices.
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All notices and other communications required under this Agreement
shall be in writing to the address stated below, or to such other address as
shall be given by either party to the other in writing, and shall be effective:
(i) upon actual delivery if presented personally or sent by prepaid telegram,
telex, or telecopy, and (ii) seven days following deposit in the United States
mail if sent by certified or registered mail, postage prepaid, return receipt
requested.
If to Company: BRIDGELINE Software, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxx, Senior VP
Telephone 000-000-0000
Facsimile 212-564-6886
If to Customer: The Depository Trust & Clearing
Corporation
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Managing Director
Infrastructure
Telephone 000-000-0000
Facsimile 000-000-0000
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14. Assignment.
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Company shall not assign its obligations under this Agreement, in whole
or in part, or any interest therein without Customer's prior written consent. A
successor in interest by merger, operation of law or purchase of the entire or
substantially all of the business of either party shall acquire all interest and
be subject to all obligations of such party hereunder. Notwithstanding anything
to the contrary, Customer may assign this Agreement to its subsidiaries and
affiliates. Any attempted assignment not complying with these provisions shall
be null and void.
15. Business Continuity.
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Company represents that it has taken customary and reasonable steps to
ensure that Company will be able to continue providing its products and/or
services in the event of an unplanned outage at Company's facilities. A summary
of Company's business continuity plan is attached hereto as Exhibit C, which
summary addresses the following elements, as applicable, among other things:
number of backup sites and distance from primary site, type of backup site (hot,
warm, cold, dedicated, shared), anticipated time to recover, potential loss of
data, and backup communications capabilities.
16. General.
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(a) No Waiver. The failure of either party to insist upon strict performance
of any of the items or conditions of this Agreement will not constitute a waiver
of any of its rights hereunder.
(b) Successors and Assigns. This Agreement binds, inures to the benefit of,
and is enforceable by the successors and assigns of the parties, and does not
confer any rights on any other persons or entities.
(c) Governing Law; Severability. This Agreement shall be governed by New York
law, without giving effect to principles of conflicts of law. The parties
expressly agree that the Uniform Computer Information Transactions Act ("UCITA")
applicable in any jurisdiction shall not apply to this Agreement. All suits for
breach of this Agreement maybe maintained in any court of competent jurisdiction
in the County of New York, City of New York, State of New York. If any provision
of this Agreement is held illegal, invalid, or unenforceable, such illegality,
invalidity, or unenforceability will not affect any other provision hereof. Such
provision and the remainder of this Agreement shall, in such circumstances, be
deemed modified to the extent necessary to render enforceable the remaining
provisions hereof.
(d) Entire Agreement and Headings. This Agreement, including its Exhibits
constitutes the entire understanding between the parties with respect to the
subject matter contained herein and supersedes any prior understandings and
agreements between them
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respecting such subject matter. This Agreement maybe amended and supplemented
only by a written instrument duly executed by both parties. The headings in this
Agreement are for convenience of reference only and shall not affect its
interpretation.
(e) Survival. The following Sections shall survive termination of this
Agreement: 3, 5, 6, 8, 9, 12, and this Section 16 (e).
IN WITNESS WHEREOF, the parties hereto, each acting under due and
proper authority, have executed this Agreement as of the date written above.
COMPANY THE DEPOSITORY TRUST &
CLEARING CORPORATION
By: /S/ XXXX X. XXXXXX By: /S/ AVI ZLOOF
---------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Avi Zloof
---------------------------- ----------------------------
Title: CFO Title: Managing Director
---------------------------- ----------------------------
Federal Tax ID number: 00-0000000
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EXHIBIT A
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SCHEDULE OF WORK
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DTCC Reference Number: I ISAR T00028
--------------------------------------
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1. Company's Personnel: (a) (b) DTCC
Location
Estimated where Estimated
Service Services Reimbursable
Hourly Estimated Fee are to be Expenses
Name(s) of Personnel Job Title Rate Hours [(a)x(b)] Performed For Duration
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Xxxx Xxxxxx Flash Developer $150 115 $17,250 Off Site NA
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Xxxxxxxxx Xxxxxx Information Architect $150 63 $8,500 Off Site NA
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Xxx Xxxxx Senior Designer $150 115 $17,250 Off Site NA
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Total 293 $43,000
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2. DTCC's Project Manager: Xxxx Xxxxx
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3. Name of DTCC's Project: AffirmXpress - Flash Demo
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Scope of Services Description of Services
----------------- -----------------------
Help define new look and feel of the For details, see the Detailed Schedule of Work,
new application. attached hereto as Exhibit A1. In the event of
any conflict between the terms and conditions of
4. Services: this Schedule of Work and Exhibit A1, the terms
and conditions of this Schedule of Work shall
prevail.
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5. Duration: Start Date: 1/2/2006 End Date: 4/28/2006
(not to exceed 9 months)
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6. Maximum Charges:
(based on totals from Section 1) Service Fee: $43,000 Reimbursable Expense: NA
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7. Special Conditions:
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(a) Company shall require any subcontractors and other non-Personnel who may be performing work in connection with
the Services or willhave access to the Confidential Information or the Proprietary Information to execute and be
bound by the Subcontracting Agreementattached hereto as Exhibit B.
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(b) The maximum charges set forth in Section 6 shall not be exceeded without DTCC's written approval in advance.
DTCC shall reimbursereasonable expenses actually incurred that it approved in advance and writing, up to the
maximum amount permitted hereunder, subject tothe following: Reasonable out-of-pocket expenses necessarily and
actually incurred by Company in the performance of its serviceshereunder, provided that (i) DTCC has given its
prior written consent for any such expenses; (ii) the expenses have been detailed on aform acceptable to DTCC
and submitted to the appropriate DTCC Project Manager for review and approval; and (iii) if requested byDTCC,
Company submits supporting documentation in addition to the approved expense form. It is understood that DTCC
shall notreimburse Company for commutation expenses under any circumstances or for travel and living expenses
incurred by any Companyemployee in performing services at a DTCC facility located in the same metropolitan area
as that of employee's home base. It is alsounderstood that any air transportation reimbursable hereunder shall
be coach-economy and that entertainment by or on behalf ofCompany shall be at no cost to DTCC. Payment will be
due net 30.
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EXHIBIT B
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SUBCONTRACTING AGREEMENT;
WORK PERFORMED IN CONNECTION WITH SERVICES PROVIDED BY
BRIDGELINE SOFTWARE, INC., COMPANY, TO THE DEPOSITORY TRUST & CLEARING
CORPORATION PURSUANT TO THE PROFESSIONAL SERVICES AGREEMENT
MADE AS JANUARY 2, 2006
I, the undersigned, in connection with services I will be performing
for BRIDGELINE Software, Inc. as Company to The Depository Trust & Clearing
Corporation ("DTCC") pursuant to the above referenced agreement, agree to the
following:
1. When I am on DTCC's premises, I will comply with all DTCC's rules,
regulations and policies concerning suchmatters as DTCC's security measures.
2. I acknowledge that I may acquire confidential or proprietary
information, including, but not limited to: (i) information concerning DTCC's
business, finances, and operations; (ii) patents, copyrights, trade secrets, and
other intellectual property rights owned by DTCC or licensed by DTCC from third
parties; and (iii) other non-public information concerning third parties
(collectively, the "Confidential Information"). I will not duplicate, use nor
disclose the Confidential Information to anyone without DTCC's prior written
consent. I agree that DTCC shall have and may cumulatively exercise all rights
at law or in equity for the protection of the Confidential Information,
including obtaining an injunction enjoining the breach or threatened breach of
this paragraph. The terms of this paragraph shall also apply to the Proprietary
Information as such term is defined in paragraph 3 hereof.
3. All data, documentation, materials, products, programs, specifications,
and other work created or prepared by me (the "PROPRIETARY INFORMATION") shall
become the exclusive and complete property of DTCC, and title to and all
interest and rights therein, including, but not limited to, all copyrights and
other intellectual property rights, shall vest in DTCC. To the extent that this
Agreement does not otherwise vest in DTCC all rights to the Proprietary
Information, title to and all interest and rights therein throughout the world
is hereby irrevocably assigned to DTCC.
4. I will not, without prior written consent of DTCC in each instance:
(a) use in advertising, publicity or otherwise the name of DTCC, or any
affiliate of DTCC, or any partner or employee of DTCC or any trade name,
trademark, trade device, service xxxx, symbol or any abbreviation, contraction
or simulation thereof owned by DTCC or its affiliates; or (b) represent,
directly or indirectly, that any product or any service provided by me has been
approved or endorsed by DTCC.
AGREED:
________________________
(Name)
________________________
(Print or Type Name)
________________________
(Date)
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Exhibit C
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COMPANY'S BUSINESS CONTINUITY PLAN
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