Exhibit 10.68
INFORMATION MANAGEMENT ASSOCIATES, INC.
THIRD PARTY CONSULTING SERVICES AGREEMENT
AGREEMENT made and entered into this 1st day of January, 1996, between Xxxxxxx
Xxxxx Enterprise, Inc., an independent contractor of 000 Xxxxx Xxxx, Xxxxxx,
Xxxxxxxxxx 00000, hereinafter referred to as CME, and Information Management
Associates, Inc., of Xxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxx 00000,
hereinafter referred to as CUSTOMER.
WITNESSETH
CME and CUSTOMER agree that the following terms and conditions shall govern in
all cases where CME furnishes services to CUSTOMER.
1. SERVICES
CME will provide such Management and Data Processing consultation
service(s), as is provided for and set forth in the Corresponding
Schedule(s), attached hereto and made a part hereof.
2. PLACE OF PERFORMING SERVICES
The services provided by this contract shall be performed at the CUSTOMER's
premises or at CME premises or at a mutually agreed to location. CUSTOMER
shall reimburse CME for extraordinary travel and living expenses incurred
by personnel of CME in connection with work performed. In addition,
CUSTOMER will reimburse CME for special or unusual expenses incurred at the
CUSTOMER's request. It is further agreed, that any travel time greater than
one hour and 50 miles each way will be billable.
3. TIME OF PERFORMING SERVICES
Barring any prolonged incapacitation due to illness of an indispensable and
irreplaceable CME employee or any other event not within the control of
CME, or any events or circumstances which are the fault of CUSTOMER, CME
agrees to spend the number of hours requested by CUSTOMER per month on the
services to be performed under this contract and to complete said service
in accordance with the Corresponding Schedule(s), attached hereto and made
part hereof.
4. COMPENSATION FOR SERVICES
CUSTOMER shall pay CME the sum set forth in the Corresponding Schedule(s),
attached hereto and made part hereof, for each hour devoted to the services
performed by CME hereunder, plus sales, service or similar taxes, if any,
which CME becomes obligated to collect by law. Charges will be invoiced
biweekly for services rendered and are due and payable upon receipt of
invoice. A service charge of one and one-half percent (1.5%) per month may
be charged on invoices over thirty (30) days old.
5. TERM, CANCELLATION AND MODIFICATION OF SCHEDULES
Either CME or CUSTOMER may terminate this entire Consulting Agreement at
any time by giving the other party thirty (30) days prior written notice.
The effect of such termination will be a cessation of all Schedules
attached hereto and made part hereof. CUSTOMER's obligation to pay the
consulting fees incurred up to the date of termination shall not be
affected by termination under this Section, and CME shall not be obligated
to provide CME services after the date of termination. Notwithstanding the
foregoing, at the request of CUSTOMER, CME shall, at CUSTOMER's expense
under the same terms as provided herein, complete any Corresponding
schedule(s), attached hereto and made part hereof, in progress at the time
of such termination.
CME and CUSTOMER acknowledge that the right to make changes to
Corresponding Schedules, attached hereto and made part hereof, with the
exception of changes to billing rates which can only be made by CME, must
be mutually consented to in writing by CME and CUSTOMER. Notwithstanding
the foregoing, any modification to or cancellation of a Corresponding
Schedule(s), attached hereto and made part hereof, by CUSTOMER which
results in a reduction in the number of consultant(s) working pursuant to
said Corresponding Schedule(s), shall require thirty (30) days prior
notice to CME to be effective.
6. EQUIPMENT, MATERIALS AND SUPPORT PROVIDED BY CUSTOMER
CUSTOMER shall furnish CME at CUSTOMER's premises, or at such location as
is mutually agreed upon, all computers, accessories, peripheral devices,
and other equipment, in addition to materials and supplies necessary for
CME to provide the services as set forth in the Corresponding Schedule(s)
attached hereto and made part hereof. Title to such equipment shall remain
with CUSTOMER and all such equipment and property shall be returned to
CUSTOMER within thirty (30) days after the termination of the Corresponding
Schedule(s) attached hereto and made part hereof, if and only if, CUSTOMER
has previously permitted equipment to leave CUSTOMER's premises. Such
agreement shall be made in writing.
7. CONFIDENTIALITY
In connection with CME's services under this Agreement, CME may be exposed
to and furnished with certain trade secret information, materials and data
relating to CUSTOMER's software procedure specifications, contracts,
designs and marketing. CME will keep confidential and shall not reveal or
disclose any such trade secret information, materials or data to anyone
during the term of this Agreement or thereafter without CUSTOMER's prior
written permission. At the termination of this Agreement, CME shall return
to CUSTOMER any trade secret materials obtained from CUSTOMER in connection
with the services herein. This Paragraph shall continue after the
termination of this Agreement.
In connection with CME's services under this Agreement, CUSTOMER may be
exposed to and furnished with certain trade secret information, materials
and data relating to CME's procedure specifications, contracts, designs and
marketing. CUSTOMER will keep confidential and shall not reveal or disclose
any such trade secret information, materials or data to anyone during the
term of this Agreement or thereafter without CME's prior written
permission. At the termination of this Agreement, CUSTOMER shall return to
CME any trade secret materials obtained from CME in connection with the
services herein. This Paragraph shall continue after the termination of
this Agreement.
8. CME's CONSULTING FOR OTHERS
In recognition of the fact that CME personnel provided to the CUSTOMER
under this Agreement may perform similar services from time to time for
others, this Agreement shall not prevent CME from performing such similar
services or restrict CME from using the personnel provided to the CUSTOMER
under this Agreement as long as CUSTOMER's requirements are being met by
CME. However, CME agrees to accept any provisions in the contract between
CUSTOMER and its customer which restrict CUSTOMER personnel from performing
similar services for others.
9. CME's LIABILITY
CME DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES ABOUT ITS SERVICES OR
PRODUCTS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In no event will CME
be liable for consequential damages, including but not limited to lost
profits, even if CME has been advised of the possibility of such damages,
and unless provided elsewhere herein, CME shall not be liable for the
claims against CUSTOMER by any other party. However, CME agrees to accept
any deviation from these provisions as outlined and required in the
relevant Liability and Warranty provisions in the contract between the
CUSTOMER and its customer.
10. EMPLOYEE SOLICITATION
CUSTOMER and CME agree not to hire or attempt to hire employees of the
other party for the term of this Agreement and twelve (12) months following
without the prior written consent of the other party. In the event that a
person is solicited by CME of CUSTOMER, then a penalty of up to 12 months
salary for the solicited person may be imposed by CUSTOMER or CME.
11. PARTIAL INVALIDITY
If any provision of this Agreement is invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby and each term and
provision hereof shall be valid and enforced to the fullest extent
permitted by law.
12. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing.
13. ENTIRE AGREEMENT
This Agreement together with the terms of the attachments set forth the
entire agreement and understanding between the parties as to the subject
matter of the Agreement and merges all prior discussions between them, and
neither of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided for in this Agreement or as duly
set forth on or subsequent to the date hereof in writing and signed by a
proper and duly authorized representative of the party to be bound thereby.
14. BINDING AGREEMENT
This Agreement shall inure to the benefit of and be binding upon the
parties, their successors, permissible assigns and legal representatives.
It shall not be assigned by either party without the consent of the other
party.
15. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of Connecticut.
16. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference only and shall not be
deemed a part of this Agreement.
IN WITNESS WHEREOF, the parties to the CONSULTING SERVICES AGREEMENT have fixed
their signatures the day and year first above written.
BY: [SIGNATURE APPEARS HERE]
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Xxxxxxx Xxxxx Enterprise, Inc.
BY: [SIGNATURE APPEARS HERE]
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Information Management Associates, Inc.
CUSTOMER TASK ORDER
This TASK ORDER is issued pursuant to an Agreement dated the 1st day of January,
1996, between the parties and incorporates all of the terms therein.
SERVICES PERFORMED FOR: SERVICES PERFORMED BY:
Information Management Associates, Inc. Xxxxxxx Xxxxx
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx Enterprise, Inc.
Xxxxxxx, XX 00000 000 Xxxxx Xxxx
Xxxxxx, XX 00000
DESCRIPTION OF TASK:
Provide data processing consulting services at the direction of CME's customer.
DURATION OF TASK:
Start Date: January 1, 1996
Projected End Date: December 31, 1996
COMPENSATION:
See Schedule A.
BY: [SIGNATURE APPEARS HERE]
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Xxxxxxx Xxxxx Enterprise, Inc.
BY: [SIGNATURE APPEARS HERE]
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Information Management Associates, Inc.
SCHEDULE A
TO CONSULTING SERVICES AGREEMENT
DATED 1/1/96
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IMA shall pay Xxxxxxx Xxxxxx Enterprise, Inc. (CME) a monthly retainer of
$100,000, to be split into two equal payments of $50,000. These payments are to
be generated on the 15th and 30th of each month and forwarded overnight to our
Irvine office for release to CME.
CME will submit project proposals to IMA for approval prior to commencing work.
For approved projects, CME will provide IMA with monthly updates of project
status in verbal or written form as mutually agreed. This information shall
include, but not be limited to, invoices, time reports, expense reports,
detailing work performed on the project. This information should be submitted to
the Vice-President of EDGE Development in Irvine.
ADDENDUM NO. 1
TO THE
THIRD PARTY CONSULTING SERVICES AGREEMENT
This Addendum No. 1, effective as of January 1, 1996, is made and entered into
by and between Xxxxxxx Xxxxx Enterprise, Inc. ("CME") and Information Management
Associates, Inc., ("Customer") and is hereby made part of and incorporated into
the Third Party Consulting Services Agreement ("Agreement") by and between CME
and Customer dated January 1, 1996. In the event that any provision of this
Addendum No. 1 and any provision of the said Agreement are inconsistent or
conflicting, then the provisions of this Addendum No. 1 shall be and constitute
an amendment of said Agreement and shall control.
IMA and CME hereby agree to amend the above referenced Agreement by adding the
following provisions:
1. PRE-APPROVAL OF EXPENSES
All extraordinary travel and living expenses incurred by personnel of CME
must be pre-approved by Customer.
2. CME'S STATUS AS AN INDEPENDENT CONTRACTOR
CME is an independent contractor. CME is not, and will not claim to be, a
legal representative, partner, franchisee, agent, or employee of Customer.
CME is responsible for the direction and compensation of its employees.
3. OWNERSHIP
CME must promptly disclose and assign to Customer all intellectual property
generated, conceived or developed under this Agreement, including, but not
limited to, inventions conceived or reduced to practice as a result of this
Agreement and any resulting patents. Any works of authorship in any form of
expression, including, but not limited to, manuals and software developed
under this Agreement, are works for hire and belong exclusively to
Customer. If, by operation of law, the ownership of works for hire do not
automatically vest in Customer, then CME will take necessary steps to
assign ownership to Customer. CME will provide reasonable assistance to
Customer to secure intellectual property protection, including, but not
limited to, assistance in the preparation and filing of any patent
applications, copyright registrations, and the execution of all
applications, assignments or other instruments for perfection of protection
or title. CME will pay its employees any compensation due in connection
with the assignment of any intellectual property or invention. CME warrants
to Customer that CME's employees are subject to agreements which will
secure Customer's rights under this section. This Paragraph shall continue
after the termination of this Agreement.
4. If CME performs work for third parties, CME agrees that it will not make
use of any confidential information or intellectual property belonging to
Customer.
IN WITNESS WHEREOF, the parties to this Addendum No. 1 have fixed their
signatures, effective as of the day and year first written above.
XXXXXXX XXXXX ENTERPRISE, INC. INFORMATION MANAGEMENT ASSOCIATES, INC.
By: [SIGNATURE APPEARS HERE] By: [SIGNATURE APPEARS HERE]
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President 7/31/96
