Exhibit 10.05(q)
CONSULTING SERVICE PROVIDER ("CSP")PROGRAM X.X. Xxxxxxx World Solutions Company
CSP AGREEMENT 0000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
CONSULTING FIRM The Hunter Group
_________________
ADDRESS 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000
_____________________________________________________
This Consulting Service Provider ("CSP") Program - CSP Agreement
("Agreement"), is made by and between X.X. Xxxxxxx World Solutions Company, a
Colorado corporation, ("X.X. Xxxxxxx"), and Consulting Firm, a __________/ /
corporation / /________________, in consideration of the mutual promises and
subject to the terms and conditions set forth herein.
WHEREAS, X.X. Xxxxxxx is in the business of licensing, servicing and
supporting computer software, and
WHEREAS, during the course of its business, Consulting Firm has occasion to
evaluate, design and install computer software systems to meet the
requirements of its clients and prospective clients, and
WHEREAS, X.X. Xxxxxxx and Consulting Firm wish to establish a non-exclusive
business relationship for the purpose of participating in joint marketing of
X.X. Xxxxxxx' products and related services and Consulting Firm's services to
targeted prospects and clients, and
WHEREAS, X.X. Xxxxxxx and Consulting Firm wish to provide complementary
professional services to X.X. Xxxxxxx' customers and to Consulting Firm's
clients and to increase business opportunities for both firms;
NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants and obligations set forth below, the parties make this Agreement.
This Agreement, including the Attachments, Addenda and Amendments, if any,
which are a part hereof, is a complete and exclusive statement of the
agreement between the parties, which supersedes all prior or concurrent
proposals and understandings, whether oral or written, and all other
communications between the parties relating to its subject matter. This
Agreement shall not be effective until executed by Consulting Firm and
accepted by an authorized representative of X.X. Xxxxxxx.
Accepted by X.X. Xxxxxxx World Solutions By execution, signer certifies
Company as of 24 July, 1997 that signer is authorized to
execute this Agreement on
behalf of Consulting Firm.
X.X. XXXXXXX WORLD SOLUTIONS COMPANY CONSULTING FIRM
BY: BY:
/s/ Xxxxxxx X. Xxxx, Xx. /s/ Xxxxxx X. Xxxxxxxxx
________________________________ __________________________
(Authorized Signature) (Authorized Signature)
Xxxxxxx X. Xxxx, Xx. Xxxxxx X. Xxxxxxxxx
________________________________ __________________________
(Print Name) (Print Name)
Vice President, General Counsel Senior Vice President
________________________________ __________________________
(Title) (Title)
1
CONSULTING SERVICE PROVIDER ("CSP") PROGRAM
CSP AGREEMENT
Terms and Conditions
1. LICENSE AGREEMENT
(A) This Agreement shall be valid only upon execution of the Consulting
Firm Software License Agreement ("License Agreement") between X.X. Xxxxxxx
and Consulting Firm.
(B) X.X. Xxxxxxx shall provide Consulting Firm with the Licensed
Products, as described in Schedule 1 of the License Agreement, and only for
the purposes set forth in this Agreement and the Software License Agreement.
The Licensed Products are not to be copied or used by Consulting Firm or used
by others without X.X. Xxxxxxx written permission except for Consulting
Firm's evaluation, training, backup, archival, and disaster recovery
purposes. The Licensed Products may be used by Consulting Firm for
demonstration purposes to prospects or customers only when a X.X. Xxxxxxx
representative is present for such demonstration. The Licensed Products may
be used only by Consulting Firm and entities under common control and
ownership with Consulting Firm but not for business processing for its own
account or for any commercial time sharing or service bureau or other rental
or sharing arrangement.
2. TERRITORY
This Agreement is valid for the Territory as specified in Schedule 1 -
Territory to this Agreement. Consulting Firm and X.X. Xxxxxxx agree to review
Schedule 1 - Territory on a quarterly basis from the date of execution of
this Agreement.
3. TERM AND TERMINATION
3.1 This Agreement shall commence upon execution and subject to the terms
and conditions of the License Agreement. This Agreement shall remain in
effect for a period of twenty-four (24) months ending on October 31 unless
terminated earlier as provided by this Agreement and the License Agreement.
The Agreement may be renewed upon the execution of an Addendum to the
Agreement indicating such a renewal with the term to be specified. This
Agreement may be terminated by either party, with or with cause, upon
issuance of sixty (60) days prior written notice to the other party.
3.2 *
4. PARITY
Consulting Firm shall develop and promote the X.X. Xxxxxxx relationship
in a manner consistent with that of similar relationships which Consulting
Firm may have with X.X. Xxxxxxx' competitors in Territory. Similarly, X.X.
Xxxxxxx shall develop and promote the relationship in a manner consistent
with that of other X.X. Xxxxxxx Consulting Service Providers in Territory.
5. USER GROUPS
X.X. Xxxxxxx shall invite Consulting Firm to participate in X.X.
Xxxxxxx' international user group conferences within the areas/countries
specified in Schedule 1. Consulting Firm will be charged the X.X. Xxxxxxx
Consulting Partner rate for these activities.
6. SERVICE ENGAGEMENTS
X.X. Xxxxxxx and Consulting Firm shall develop an annual business plan
under separate cover to address special cover to address specifics of
engaging each other in service contracts related to X.X. Xxxxxxx
implementations including but not limited to: *
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
2
7. Training and Methodology
It is the intent of both parties to share knowledge of X.X. Xxxxxxx'
applications and certification curriculum. X.X. Xxxxxxx shall provide
training to Consulting Firm consultants on a space available basis in X.X.
Xxxxxxx' scheduled customer training classes * (see schedule 2).
Implementation approaches shall be developed on an engagement-by-engagement
basis.
8. Consultant Certification
To ensure uniform, high quality software-related services are
delivered to Customers, Consulting Firm's employees shall become certified in
X.X. Xxxxxxx' products and methodologies. Certification will consist of
successful completion of the Consulting Firm certification curriculum
discussed above (see schedule 3). Until proven competent in X.X. Xxxxxxx'
applications, Consulting Firm may be asked to provide consultants at a
reduced rate for a limited period to assist X.X. Xxxxxxx' employees on
customer engagements.
9. Fees
Consulting Firm will pay to X.X. Xxxxxxx * of any amounts invoiced for
Services related to the Licensed Products referenced in the Consulting Firm
License Agreement when Consulting Firm has been referred to that account by
X.X. Xxxxxxx. * For the purposes of this Agreement, Services shall mean
application and technical consulting directly associated with the
implementation of the Licensed Products, which shall exclude services
generally associated with management consulting such as but not limited to
business process improvement through (re) engineering and workflow design,
change management, strategic planning, vision development, vendor product
evaluation/selection and integration of third party vendor products.
10. Audit
*
11. Business Relationship
(A) This Agreement creates no relationship of joint venture,
partnership, or agency between the parties, and the parties acknowledge that
no other facts or relations exist that would create any such relationship.
This Agreement is only an expression of the general terms which form the
basis for a business relationship. Each party is not the agent of the other
party but is an independent contractor while performing its duties hereunder.
Neither party is granted any right or authority to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the mane
of the other party or to bind the other party in any manner or thing
whatsoever.
(B) Neither party nor that party's agents, principals, officers,
directors, or employees are employees of the other party. Personnel supplied
by Consulting Firm whether to X.X. Xxxxxxx or X.X. Xxxxxxx' Customers will be
employees or contractors of Consulting Firm and will not hold themselves out
as employees of X.X. Xxxxxxx.
12. *
13. Arbitration
*
14. Limited Liability
*
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
3
*
15. General
(A) The waiver of one breach hereunder shall not constitute the waiver
of any other or subsequent breach.
(B) All notices shall be in writing and sent by certified mail,
postage prepaid, return receipt requested to the address written above or
such other address as notified to the other party and such notice shall be
deemed to be made on the fifth day after such mailing.
(C) No amendments, modifications or supplements to this Agreement
shall be binding unless in writing and signed by both parties.
(D) No action, regardless of form arising out of this Agreement may be
brought by either party more than * after the cause of arbitration
or action arose.
(E) If any provision of this Agreement is held to be unenforceable,
such decision shall not affect the validity or enforceability of the
remaining provisions.
(F) This Agreement may be executed in two or more identical copies,
each of which shall be an original.
(G) In the event Consulting Firm issues a purchase order or other
instrument covering the subject matter of this Agreement, it is understood
and agreed that such purchase order is for Consulting Firm's internal use and
shall not affect this Agreement.
(H) Each of the parties shall be responsible for all of its own costs
and expenses associated with its performance of this Agreement, including
without limitation its employees' travel and other expenses.
(I) Neither this Agreement nor the performance by the parties
hereunder shall constitute or be deemed to be an endorsement or
recommendation of the products or services of either party. Neither party
shall make any press release or other public disclosure of this Agreement or
the terms hereof without the express written consent of the other.
(J) Consulting Firm shall not, in whole or in part, assign,
sublicense, or otherwise transfer this Agreement, the Licensed Products,
Licensed Products documentation, any copy of the foregoing, or any right
granted hereunder.
(K) All terms of this Agreement that by their nature may survive this
Agreement shall survive this Agreement.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
4
Schedule 1
Consulting Service Provider Agreement
Territory:
This Agreement applies to services activities of Consulting Partner in the
following Territory.
Geographic Area Definition:
Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxx
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SCHEDULE 2
CONSULTING SERVICE PROVIDER AGREEMENT
(SUBJECT TO CHANGE BY X.X. XXXXXXX)
I. CERTIFIED CONSULTANT REQUIREMENTS
Consulting Firm implementation personnel can become certified by meeting the
following requirements:
A. FIRST TIME CERTIFICATION (Suggested Sequence) These guidelines are for
each module that a consultant is attempting to be certified in.
1) Completion of required X.X. Xxxxxxx training classes (see Appendix B)
2) Completion of R.E.P. Methodology training class. If attendance at R.E.P.
Methodology training class was not in the past 12 months, candidate must
review the last release of R.E.P. Methodology.
3) Prior certification in any prerequisite products, if any (see appendix B).
4) A passing grade (80%) on level IV certification exam in the requested
certification area. The same certification exams are used for both
instructor and consultant certification. To take the exam, contact the
local training coordinator or training administrator.
5) Participation in two or ore client implementations through "Go Live" phase
as defined by the Senior Client Manager or Director of Client Services
(minimum 240 hours of consulting). The 240 consulting hours must be
obtained in the product area being certified.
6) Client engagements used for certification qualification must be live and
referenceable for the product area being certified. The client must have
rated X.X. Xxxxxxx at or above the level specified by the corporate goal,
or given an average rating of 2.2 or above (on a scale of 1 to 3) on the
"Client Project Evaluation Review" from our R.E.P. Methodology. Any
circumstances resulting in a customer satisfaction issue should be
explained by the Senior Client Manager or Director of Client Services.
7) The X.X. Xxxxxxx consultant must be recommended for certification by the
Director of Client Services or Director of Customer Support Services.
8) The Consulting Firm consultant must be approved for certification by the
Director of Client Services responsible for the Consulting Firm
relationship.
B. RECERTIFICATION
1) Participation in one or more client implementations in the specific
product area every 12 months. The 12-month time period will be based on
the date consultant certification was obtained for that area.
2) Attendance at new release training.
3) Attendance at new product training classes as currently required for
certification.
4) Continued certification in any prerequisite products.
5) Client engagements used for certification qualification must be live and
referenceable for the product area being certified. The client must have
rated X.X. Xxxxxxx at or above the level specified by the corporate goal,
or given an average rating of 2.2 or above (on a scale of 1 to 3) on the
"Client Project Evaluation Review" from our R.E.P. Methodology. Any
circumstances resulting in a customer satisfaction issue should be
explained by the Senior Client Manager or Director of Client Services.
6) The X.X. Xxxxxxx consultant must be recommended for certification by the
Director of Client Services or Director of Customer Support Services.
7) The Consulting Firm consultant must be approved for certification by the
Director of Client Services responsible for the Consulting Firm
relationship.
II. CONTINUING EDUCATION
A. A concept of "continuing education" will be utilized in the on-gong
maintenance of certification status. This will include advanced seminars,
training classes, new release software education, testing, etc. and will be
arranged by X.X. Xxxxxxx' consulting division.
B. Continuing education schedules will be predicated upon software changes,
industry developments, etc. and will be determined by X.X. Xxxxxxx'
Corporate Consulting Division.
III. ADMINISTRATION
A. J.D. Xxxxxxx will periodically survey its client base being supported by
the Consulting Firm to determine the constant use of, overall client
satisfaction with, and the success of "The R.E.P. Methodology". If the client
satisfaction of the Consulting Firm's clients fall below the minimum standard
set by X.X. Xxxxxxx, installer certification could be revoked. Failure to
meet any of the requirements outlined in this section could also result in
certification revocation.
B. J.D. Xxxxxxx will provide to the Consulting Firm a monthly listing of
completed and newly reported SARS. Completed SARS will be included in the
next PTF released by X.X. Xxxxxxx.
C. The Consulting Firm will be allowed to obtain all PTF's released by X.X.
Xxxxxxx. The Rolling Letter and any other documentation printed by X.X.
Xxxxxxx on PTF's or major releases will be provided to the Consulting Firm.
D. J.D. Xxxxxxx' Response Line is not a means of training for Consulting
Firms. Calls to the Response Line are tracked and any abusive situations will
be reported to the appropriate X.X. Xxxxxxx Consulting Firm representative.
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SCHEDULE 3
CONSULTING SERVICE PROVIDER AGREEMENT
(SUBJECT TO CHANGE BY X.X. XXXXXXX)
Consulting Firm instructors must be certified by X.X. Xxxxxxx to teach a
particular product course. Included in this program is a certification
process that is to be used by Consulting Firms to develop and maintain
qualified instructors.
If the Consulting Firm does not have a certified instructor on staff, then a
certified X.X. Xxxxxxx instructor must assist with the Consulting Firm's
customer class where geographically and linguistically feasible. Our Area
Consulting Firm representative will decide if X.X. Xxxxxxx assistance is
geographically and linguistically feasible. The Consulting Firm will be
charged the certified instructor's client billing rate plus direct travel and
accommodation costs for customer attended classes.
I. APPROVED TRAINING MATERIALS
All X.X. Xxxxxxx training materials can be ordered from X.X. Xxxxxxx
Consulting Firm representative. X.X. Xxxxxxx is committed to provide the
Consulting Firm with the latest version of course materials. Each Consulting
Firm is entitled to receive "trainer toolkit" which includes an instructor
guide and Power Point presentation on diskette and student's manual ("Combo
Guide") for each product (current version) as authorized by X.X. Xxxxxxx
Consulting Firm representative. Consulting Firm must contact their X.X.
Xxxxxxx Consulting Firm representative to request a copy of the "trainer
toolkit" and student's manual ("Combo Guide") for each new version of the
software. A master copy manual fee will be charged for each manual plus
shipping. Additional copies may be purchased by Consulting Firm or
reproduced. Also included will be a copy of current version of the training
materials in a magnetic-media format. A program or alternative training
environment will also be provided to each Consulting Firm for training class
student and instructor environments for custom classes conducted at a
customer's site.
Consulting Firms are only authorized to reproduce copyrighted material for
use in standard X.X. Xxxxxxx training courses. None of this material should
be sold or given to customers not attending standard courses. Also, X.X.
Xxxxxxx approval must be obtained on any customization or changes made to the
training materials. This would include any internationalization or
translations required for conducting the class.
II INSTRUCTOR CERTIFICATION
REQUIREMENTS
Consulting Firm instructors can become certified initially by completing the
following steps
A. FIRST TIME CERTIFICATION
1. The candidate must teach 100% of the training material on the course
outline in a minimum of two classes, or teach 50% of the training
material on the course outline depending on the course (i.e. Employee
and Consulting Firm Training courses).
2. Classroom evaluations used for certification must average 4.0 (based on
5.0) overall in the instructor evaluation section.
3. The candidate must have attended the "Train the Trainer" course prior
to certification.
4. Candidate must have a minimum of 6 months experience with X.X. Xxxxxxx.
5. Response line or field experience (of 80 hours or more) in the area
requesting certification.
6. The candidate attends the course as a participant or observer.
7. If a Level IV is required, a passing grade on the Level IV exams must
be achieved in the area requesting certification. The same
certification exams are used for both instructor and consultant
certification. Minimum passing grade for U.S. and Canadian candidates
is 80% and for all others is 75%. To take the exams, contact your local
training coordinator or training administrator. **No exams are
currently required for the following courses: Beginning Microsoft
Excel, Intermediate Microsoft Excel, PC Workshops, Train the Trainer,
Intermediate Microsoft Word, Beginning Microsoft WinWord. (Consulting
Firms are eligible for certification in all of the above except R.E.P.
Methodology)
8. When a candidate is ready to be certified, the candidate must be
observed (one time only-applies to all courses) by a member of the
Training Department or a Certified Instructor. An instructor
Certification Candidate Evaluation form will be completed by observer
stating whether the candidate is ready to be certified. If a candidate
is not ready, the reasons will be stated, along with the additional
steps necessary for certification to be achieved.
9. The X.X. Xxxxxxx instructor must be recommended for certification by
the Director of Client Services, or Director of Customer Support
Services, or Director of Training.
10. The Consulting Firm instructor must be approved for certification by the
Director of Client Services responsible for the Consulting Firm
relationship.
B. RECERTIFICATION
1. Certification will be maintained by teaching the class at least once
every 12 months. The 12-month period will be based on the date that
course certification was obtained.
2. Intervals of required certification will be predicated upon significant
changes in the course material or software changes and will be
determined by the Director of Training, or Director of Client Services,
or Director of Customer Support of each vertical. Recertification will
most likely take the form of reviewing new material, product on new
functions and features, new release workshops, product testing, etc.
3. The X.X. Xxxxxxx instructor must be recommended for certification by
the Director of Client Services, or Director of Customer Support
Services, or Director of Training.
4. The Consulting Firm instructor must be approved for certification by
the director of Client Services responsible for the Consulting Firm
relationship.
C. CONTINUING EDUCATION
1. Certification will be maintained by teaching the class at least once
every twelve (12) months. The twelve (12) month time period will be based
on the date course certification was obtained.
2. Scheduling of continuing education will be predicated upon software
changes and will be determined by X.X. Xxxxxxx Corporate Training
organization. It will most likely take the form of product exams on new
functions and features, new
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SCHEDULE 3(CONT.)
CONSULTING SERVICE PROVIDER AGREEMENT
release workshops, product testing, class
attendance in restructured formats of courses, etc.
D. REVOCATION OF INSTRUCTOR CERTIFICATION
1. X.X. Xxxxxxx reserves the right to periodically survey the Consulting
Firm's clients. If the client satisfaction of the Consulting Firm's
clients falls below the minimum standards set by X.X. Xxxxxxx, then
instructor certification could be revoked. Also, failure to meet any of
the requirements outlined in this section, could result in certification
revocation.
III. TRAINING FEE POLICY
A. J.D. Xxxxxxx will absorb the cost of Consulting Firm tuition for
training on X.X. Xxxxxxx premises at regularly scheduled classes for the
purposes of this agreement.
B. If the Consulting firm does not show up for a scheduled training class
and has not informed X.X. Xxxxxxx of cancellation one week prior to the start
of the class, and X.X. Xxxxxxx was unable to fill the slot, then they will be
billed at the standard class rates. If the Consulting Firm cancels attendance
in a X.X. Xxxxxxx scheduled class up to one week prior to the start of the
class, they will not be billed.
C. Custom classes for Consulting Firm employees at the Consulting Firm's
site will be paid for by the Consulting Firm at * of the
instructor's client rate plus all direct expenses for travel and
accommodations. The Consulting Firm will also be charged for each training
manual provided to the Consulting Firm employees attending the class.
D. Custom classes for combination of Consulting Firm employees and
Consulting Firm client personnel or for client personnel only - same policy
will be paid for by the Consulting Firm at the instructor's full billing rate
plus all direct expenses for travel and accommodations. The instructor will
xxxx for preparation time (if applicable) as well as actual class time. The
Consulting Firm will also be charged for each training manual provided to the
students attending the class.
IV. TRAINING COMPENSATION SCHEDULE
A. When providing approved instructors or co-instructing on a
subcontract basis to X.X. Xxxxxxx, Consulting Firm will be compensated
according to the following schedule:
Certification Level Percent of Standard
Subcontract Rate per Hour(1)
Uncertified *
Less than 3.9 on
evaluation rating *
Passed Level IV exam and
taught 2 classes *
Less than 3.9 on
evaluation rating *
Certified *
Less than 3.9 on
evaluation rating *
(1) Percent of Standard Rate per Hour to be paid to Consulting Firm is based
on eight (8) hours per standard class day.
(2) Based on an average evaluation score of 3.9 for the individual
instructor. The average evaluation score will be calculated after removing
the highest and lowest ratings.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
8
