EXHIBIT 10.9
[Certain confidential information has been omitted from this Exhibit 10.9
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pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
symbol "***" at each place in this Exhibit 10.9 where the omitted information
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appeared in the original.]
[LOGO]
Master Services Agreement
This Services Agreement ("Agreement") made and entered into this 23rd day of
March, 2000 and effective March 23, 2000 by and between GartnerGroup, Inc., a
Delaware corporation having a principal place of business at 00 Xxx Xxxxxxx
Xxxx, Xxxxxxxx, XX 00000 its subsidiaries, affiliates ("Gartner" or "Client")
and LeadersOnline of 00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000
("Leaders!" or "Vendor") describes the terms and conditions and the Statement of
work under which LeadersOnLine will perform services ("Services").
Statement of Work
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GartnerGroup's initial requirements include the identification and recruiting of
candidates for an estimated 366 current openings in Key Groups as detailed
below:
Research estimate = ***; Compensation: $*** base plus ***% bonus
Channel Interactive estimate = ***; Compensation: $*** base plus ***% bonus
Consultants (North America) estimate = ***; Compensation: $*** base plus ***% bonus
IS/T estimate = ***; Compensation: $*** base plus ***% bonus
Sales estimate = ***; Compensation: $*** base plus ***% bonus
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Total 366
===== ===
Understanding the criticality of recruiting top talent in the shortest possible
time in order to support Gartner's aggressive business growth strategy, Leaders!
is prepared to commit significantly to this relationship:
. Leaders! will commit *** (***) dedicated full-time e!Cruiters to the Gartner
Group assignment. Our e!Cruiters will work from the Gartner offices in
Stamford and San Xxxx and will work Gartner full-time standard office hours.
Space and telephones will be provided at no cost to Leaders!. LeadersOnline
will provide its e!Cruiting team with computer and related equipment. Xxxxx
Xxxxxxxxx will be the Lead e!Cruiter for Gartner and your single point of
contact for our e!Cruiting effort. We will also dedicate at least two full-
time e!Search Associates to this project.
. Leaders! will develop a customized, web-based recruiting and recruiting
management system to support your needs. Our industry-leading web
"Opportunity Pages" will be constructed for each of the five groups of
positions. Xxxxx and our e!Cruiters and e!Search staff will meet with your HR
and hiring managers immediately to develop position specifications, search
strategies, and hiring processes.
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Master Services Agreement
March 23, 2000
Page 2 of 7
. Leaders! will initiate targeted traditional and web-based marketing and
advertising to drive quality candidates to our Opportunity Pages. This
significant customized marketing effort will include print advertising and
Internet marketing through our various Partnership channels as well as other
venues necessary to attract quality candidates.
Professional Fees
-----------------
We will base our fees upon ***% of the candidate's first annual compensation.
Total compensation is defined as base salary plus ***% of the target bonus
stated in each offer letter as our candidates are hired. Estimated contract
value based on 366 positions is $10,053,000.
Terms of Payment
----------------
GartnerGroup agrees to pay Leaders! a retainer fee of $***. $*** will be
invoiced upon the effective date of this contract and another $*** will be
invoiced 150 days from the effective date of this contract. The remaining $***
retainer will begin to be invoiced in 180 days from the effective date of this
contract and will be invoiced in equal monthly installments over the duration of
the contract. In addition, Leaders! will invoice a fee of ***% of the
candidate's first year's annual total compensation. Annual total compensation
is defined as base salary plus ***% of the target bonus stated in each offer
letter as our candidates are hired.
Both parties understand that the total value of the contract could be more or
less than the estimated $10,053,000, depending on number of hires, potential
additional assignments.
Duration of Agreement
---------------------
It is acknowledged that the GartnerGroup and leadersOnline enter into this
agreement for a period of 18 months commencing on the effective date of this
Agreement and continuing until September 30, 2001. Either party may cancel the
contract by giving thirty (30) days notice, in which case in the event of
contract cancellation by Garnter, Leaders! will charge only the prorata portion
of the Leaders! retainer fee ($***) plus expenses, up to the date notice of the
cancellation is received. Prorata formula will be $*** divided by 18 months.
Leaders! will be entitled to be paid fees agreed to; which are invoiced pursuant
hereto prior to the effective date of cancellation and be reimbursed for all
direct expenses incurred prior to such date.
Expenses
--------
Leaders! will invoice Xxxxxxx for direct expenses. These expenses include the
direct costs of travel, meals, hotel, etc., associated with the interviewing and
selection process and with visits to the client location. Leaders e!Cruiters
will adhere to the Gartner travel and expense policy. In addition, any
extraordinary expenses incurred at the written request of GartnerGroup will be
invoiced as direct expenses.
Timing
------
Immediately upon the effective date of this contract, Leaders! will assign a
SWAT Team to ensure rapid deployment of our resources. Leaders! will begin the
actual recruiting effort no later than 30 days after your approval of
Opportunity Pages. Opportunity Pages will be created in the first 30 days from
the effective date of this contract. Leaders! will provide a minimum of ***
qualified and interested candidates within 150 days of the initiation of the
search effort.
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Master Services Agreement
March 23, 2000
Page 3 of 7
Adjustments
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In the course of executing this assignment, our e!Cruiting team may determine
that market conditions indicate the need to make adjustments in targeted
compensation. If this need arises, GartnerGroup agrees to work with Leaders! in
determining acceptable solutions.
Source of Candidates
--------------------
If a candidate is referred to or acquired by Gartner from a source other than
Leaders!, Gartner will refer the candidate to the Leaders! e!Cruiter for
screening and assessment. Any candidate provided to Gartner by Leaders!,
regardless of source, will be considered a Leaders! candidate under the terms of
the agreement.
Referral Fees
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For each employer that is referred to Leaders! by Gartner, Leaders! shall
calculate the aggregate amount of fees received (and no longer subject to
forfeiture) for each twelve (12) month period beginning on the date of the
Agreement. Leaders! shall pay Gartner *** percent (***%) of such aggregated
hiring fees up to $***, *** percent (***%) of such aggregated hiring fees to the
extent they exceed $*** but are $*** or less, and *** percent (***%) of such
aggregated hiring fees in excess of $***.
With respect to each candidate referred to Leaders! by Gartner ("Gartner
Candidate") that is placed by Leaders!, Leaders! shall pay Gartner as follows.
If the first year's total compensation to such Gartner Candidate is less than
$***, the fee of Gartner is $***. If the first year's total compensation to
such Gartner Candidate is more than $*** but less than $***, the fee to Gartner
shall be $***. If the first year's total compensation to such Gartner Candidate
is greater than $***, the fee to Gartner shall be $***. These fees shall be
paid to Gartner only when Leaders! has received the applicable hiring fee and
the hiring fee is no longer subject to forfeiture.
***
Diligence
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Because we focus on identifying high quality, passive job seekers, it is
imperative that identified candidates be contacted promptly. Therefore, in
order to maintain high candidate interest levels, GartnerGroup agrees to make
initial contact with all identified candidates within three (3) business days of
the initial presentation.
Training
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Leaders e!Cruiters will begin knowledge transfer/training of GG recruiting staff
as soon as they are on site at GG. Xxxxx Xxxxxxxxxx, VP fulfillment at Leaders!
will be responsible for managing this deliverable. GG recruiters will
immediately be trained on "Competency Base Assessment" and "Xxxxxxxx & Struggles
Search Methodology Best Practices"
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Master Services Agreement
March 23, 2000
Page 4 of 7
Non-Disclosure Agreement
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Each Leaders! employee involved in this project will be required to sign a Non-
Disclosure Agreement as part of this overall contractual engagement:
Leaders! acknowledges that it or its employees may, in the course of performing
its responsibilities under this Agreement, be exposed to or acquire information
which is proprietary to or confidential to the GartnerGroup or its affiliates or
their clients or to third parties to whom the GartnerGroup owes a duty of
confidentiality. Any and all non-public information of any form obtained by
Leaders! or its employees in the performance of this Agreement shall be deemed
to be confidential and proprietary information (singularly or collectively,
"Confidential Information"). Leaders! agrees to hold such Confidential
Information in strict confidence and not to copy, reproduce, sell, assign,
license, market, transfer or otherwise dispose of, give or disclose such
Confidential Information to third parties or to use such Confidential
Information for any purposes whatsoever other than the provision of Services to
the GartnerGroup contemplated by this Agreement and to advise each of its
employees who may be exposed to such Confidential Information of their
obligations to keep such information confidential.
Press Release
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The GartnerGroup agrees to allow Leaders! to release a mutually acceptable press
release announcing the formation of this relationship and to refer to
GartnerGroup in client lists and reference documents.
Non-Competition. LeadersOnLine shall retain the right to perform work for other
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entities during the term of this Agreement. However, during the term of this
Agreement and for a period of *** following GartnerGroup's final acceptance of
the Deliverables, LeadersOnLine shall no provide services that are similar to
the Services for the following direct competitors of GartnerGroup including,
without limitation, ***.
LeadersOnLine's Personnel. (a) LeadersOnLine shall provide fully trained,
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competent and skilled personnel for the tasks to which they are assigned in the
performance of Services. LeadersOnLine shall bear sold responsibility for its
personnel, including, without limitation, the payment of compensation to its
personnel, payment and reporting of taxes, unemployment insurance, workers'
compensation coverage, and any other benefits such personnel are entitled to.
LeadersOnLine's personnel shall observe GartnerGroup's code of conduct (business
conduct guidelines) and conflicts of interest policy in connection with the
performance of the Services.
Continuity of Staff. LeadersOnLine shall use its reasonable efforts to ensure
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the continuity of LeadersOnLine employees assigned to perform the Services. In
the event that any of the LeadersOnLine's employees is unable to perform the
Services for any reason LeadersOnLine will promptly provide a qualified
replacement as soon as reasonably possible. GartnerGroup shall not be charged
for any time spent by the replacement employee to learn about the Services until
the replacement employee is performing to the level of effectiveness and
productivity of the employee that was replaced.
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Master Services Agreement
March 23, 2000
Page 5 of 7
Unacceptability of Employee. If any LeadersOnLine employee assigned to Services
---------------------------
is unacceptable to GartnerGroup for performance reasons, GartnerGroup shall
notify LeadersOnLine in writing and LeadersOnLine shall immediately take
appropriate corrective action. GartnerGroup shall be reasonable in its
evaluation of LeadersOnLine employees, but is the sole judge as to performance
capability. should the appropriate corrective action require removal of an
employee from performance under this Agreement, LeadersOnLine will promptly
provide a qualified replacement. GartnerGroup shall not be charged for any time
spent by the replacement employee to learn about the Services until the
replacement employee is performing to the level of effectiveness and
productivity of the employee that was replaced.
Subcontractors. None of the Services shall be provided by any personnel other
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than LeadersOnLine's own employees, unless LeadersOnLine first obtained the
prior written consent of GartnerGroup, and any subcontractor approved by
GartnerGroup agrees a confidentiality and non-competition agreement that
contains terms substantially similar to the terms set forth herein for
LeadersOnLine.
Progress Reports and Meetings. (a) Meetings. At either party's reasonable
----------------------------- --------
request from time to time during the term of this Agreement, and in no event
less frequently than once per month, the Project Director and the Project
Manager and any other personnel which either party may designate shall meet to
review the progress of the Services and the relationship in general. At each
such meeting, LeadersOnLine shall provide GartnerGroup with a Written Status
Report (described in clause (b) below). Written minutes of each meeting will be
kept by LeadersOnLine and distributed to GartnerGroup prior to the next meeting.
(b) Written Status Reports. Each Written Status Report shall specify
----------------------
in reasonable detail accomplishments during the previous period, items to be
done in the next period, the status of the Schedule, any problem or circumstance
encountered by LeadersOnLine during the preceding month, setting forth the
reason, in LeadersOnLine's reasonable judgment, underlying such problem and the
specific steps taken or proposed to be taken to remedy such problem. Submission
by LeadersOnLine to GartnerGroup of the specific reports shall not affect
LeadersOnLine's obligations hereunder.
Limitations. NEITHER PARTY SHALL BE LIABLE FOR THE OTHER FOR INDIRECT, SPECIAL
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OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS ARISING OUT OF THIS AGREEMENT OR
THE PROVISION OF THE SERVICES BY LEADERSONLINE.
Indemnification. LeadersOnLine shall indemnify and hold GartnerGroup harmless
from and against all loss, liability, costs, charges, claims or damages to any
person or property, arising out of this Agreement or the provision of the
Services, to the extent caused by this fault or negligence of Contractor, or its
employees, officers, contractors, representatives or agents. Contractor shall
also indemnify and hold GartnerGroup harmless from and against all loss,
liability, costs, charges, claims or damages for death, personal injury, or
property damage caused by LeadersOnLine, its employees, officers, contractors,
representatives or agents in connection with this Agreement.
Master Services Agreement
March 23, 2000
Page 6 of 7
Insurance. During the term of this Agreement LeadersOnLine shall maintain the
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following insurance coverage:
(i) Insurance for its employees including, but not limited to,
workmen's compensation, disability, unemployment insurance,
and any other insurance required by law, covering all its
operations in all locations of GartnerGroup at which
Services will be performed by LeadersOnLine under this
Agreement;
(ii) Comprehensive General Liability insurance, including Broad-
form Property Damage Insurance. Minimum coverage must be at least $1,000,000 for
each occurrence and $2,000,000 aggregates for damage to property and injury to
or death of persons.
(iii) Errors and Omissions Insurance which covers professional
errors and omissions of LeadersOnLine and all professionals who are employees or
contractors of LeadersOnLine and are engaged to furnish professional services in
connection with the Services.
LeadersOnLine shall provide GartnerGroup evidence of insurance indicating the
foregoing coverages and naming GartnerGroup as a LOSS payee as its interest may
appear.
Notices. Any notices to be given hereunder by either party to the other may be
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effected by personal delivery in writing, by facsimile or by mail, registered or
certified, postage prepaid with return receipt requested. Notices shall be
addressed to the parties at the address appearing in this Agreement, but each
party may change such address by written notice in accordance with this
paragraph. Notices delivered personally will be deemed communicated as of the
date of actual receipt. Mailed and faxed notices (if confirmation of receipt of
such faxed notices have been received) will be deemed communicated as of 2 days
after mailing.
Entire Agreement; Amendments. This agreement supersedes any other agreements,
----------------------------
either oral or written, between the parties hereto with respect to the Services,
and contains all the covenants and agreements between the parties with respect
to the rendering of the services described therein. Any modification of this
Agreement will be effective only if it is in writing signed by the party to be
charged.
Severability. If any provision of this Agreement is held by a court of
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competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force without being impaired or
invalid in any way, and the invalid provisions will be reduced in scope, if
possible, so as to become valid.
Force Majeure. Neither party shall be in default or otherwise liable for any
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delays in or failure to its performance under this Agreement where such delay or
failure arise by reason of any act of nature, or of any government or
governmental body, strikes, or labor disputes, civil unrest or dispute, embargo
blockade, work stoppage, protest, delay or other cause beyond the control of
such party.
Assignment and Delegation. Except as expressly provided in this Agreement,
-------------------------
LeadersOnLine shall not assign any rights or delegate any obligations under this
Agreement without the prior written consent of GartnerGroup. GartnerGroup may
assign any rights and delegate any obligations under this Agreement to any
subsidiary.
Master Services Agreement
March 23, 2000
Page 7 of 7
Equitable Relief. Because LeadersOnLine shall have access to and become
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acquainted GartnerGroup's Confidential Information and proprietary information,
LeadersOnLine acknowledges that LeadersOnLine's breach of the confidentiality or
non-compete provisions of this Agreement may result in irreparable harm to
GartnerGroup, and agrees that GartnerGroup shall have the right to enforce such
provisions by injunction, specific performance or other equitable relief,
without prejudice to any other rights and remedies GartnerGroup may have.
Warranties. Company shall perform the Services in a professional manner in
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accordance with industry standards. Company shall also perform the Services in
a manner, which substantially meets the Requirements Document.
Non-Solicitation. During the term of this Agreement and for a period of 1 year
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thereafter, each party agrees that without the prior written consent of the
other, that it will not engage as an employee (either directly or indirectly)
any person who is employed or has been employed by the other and who was
involved with the performance of the Services, with in the 6 month period
immediately preceding such hiring. Such restriction shall not apply to
employees who respond to a published advertisement.
Survival. Any terms or conditions of this Agreement which by their express
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terms extend beyond termination of this Agreement or which by their nature
should so extend shall survive and continue in full force and effect after any
termination of this Agreement. Further, Articles for Confidentiality,
Liability, Equitable Relief, Warranties and Non solicitation survive termination
of this Agreement.
GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND
--------------------------------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT WITHOUT REGARD
TO ITS PRINCIPLES OF CONFLICT OF LAWS. LEADERSONLINE AND GARTNERGROUP EACH
CONSENT IN ADVANCE TO THE JURISDICTION OF THE COURTS OF THE STATE OF
CONNECTICUT.
Costs and Attorneys Fees. If any action is necessary to enforce any of the
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terms and conditions of this Agreement, the prevailing party shall be entitled
to receive from the other party all costs and expenses, including reasonable
attorneys' fees in connection therewith.
ACCEPTED:
/s/ Xxxxxx Xxxxxxxx Date 2/23/00 /s/ Xxxxxxx X. Xxxxxxx Date 2/24/00
-------------------- ------- ----------------------- -------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: EVP & CFO Title: President
GartnerGroup LeadersOnLine!
ATTACHMENT A
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GartnerGroup Retainer Billing
CLIENT INVOICING SCHEDULE PER CONTRACT
March 23, 2000 - August 23, 2001
Invoice No. Date of Invoice Billing Amount
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92C100 Mar 23, 2000 $***
92C101 Aug 23, 2000 $***
92C102 Sep 23, 2000 $***
92C103 Oct 23, 2000 $***
92C104 Nov 23, 2000 $***
92C105 Dec 23, 2000 $***
92C106 Jan 23, 2001 $***
92C107 Feb 23, 2001 $***
92C108 Mar 23, 2001 $***
92C109 Apr 23, 2001 $***
92C110 May 23, 2001 $***
92C111 Jun 23, 2001 $***
92C112 July 23, 2001 $***
92C113 Aug 23, 2001 $***
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TOTAL $***
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Payment terms and schedule defined in March 23, 2000 executed Agreement between
GartnerGroup, Inc. and LeadersOnline.
REVISED April 13, 2000
___________
*** Omitted pursuant to a confidential treatment request filed separately.
ATTACHMENT B
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GartnerGroup Retainer Billing
REVENUE RECOGNITION SCHEDULE BOOKED TO LEADERS
GENERAL LEDGER, PER SAB101
March 23, 2000 - August 23, 2001
Date Amount
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Mar 23, 2000 $***
Aug 23, 2000 $***
Sep 23, 2000 $***
Oct 23, 2000 $***
Nov 23, 2000 $***
Dec 23, 2000 $***
Jan 23, 2001 $***
Feb 23, 2001 $***
Mar 23, 2001 $***
Apr 23, 2001 $***
May 23, 2001 $***
Jun 23, 2001 $***
July 23, 2001 $***
Aug 23, 2001 $***
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$***
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REVISED April 13, 2000
___________
*** Omitted pursuant to a confidential treatment request filed separately.
