* EXHIBIT 10.2
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Master Agreement for Professional Services dated June 26, 1995, between
AT&T Corp. and Computer Generated Solutions, Inc.
* Confidential Treatment is being requested with respect to portions of
this exhibit
MASTER AGREEMENT FOR
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PROFESSIONAL SERVICES
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THIS MASTER AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and
entered into as of the 26th day of June, 1995, by and between AT&T Corp., a
corporation of the State of New York with offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxx, XX 00000 (hereinafter referred to as "CUSTOMER"), and Computer
Generated Solutions, Inc., a corporation of the State OF Delaware with offices
at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to
as "CONSULTANT").
W I T N E S S E T H
- - - - - - - - - -
That, for and in consideration of the mutual promises and
covenants hereinafter contained, the parties hereto agree as
follows:
ARTICLE 1
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GENERAL DESCRIPTION OF OBJECTIVES
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AND SCOPE OF SERVICES
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1.1 CONSULTANT agrees to provide to CUSTOMER technical assistance and
assistance in design, programming, training, consulting, project management, use
of expertise and related services as are described on such CONSULTANT Schedules
as are executed from time to time by both parties to this Agreement (the
"Schedules"). Such services shall be provided in accordance with the provisions
of this Agreement and within guidelines established by CUSTOMER. There
shall be two types of Schedules, one a time and materials Schedule substantially
in the form of annexed hereto as Exhibit 1 and made a part hereof ("T&M
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Schedule"), the other a fixed price Schedule substantially in the form annexed
hereto as Exhibit 2 and made a part hereof ("Fixed Price Schedule"). Each
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Schedule shall be consecutively numbered to facilitate identification.
1.1.1 Each such Schedule, when executed by an authorized representative
of both parties, shall constitute a separate
agreement and except for any provisions herein which are specifically
excluded or modified in such Schedule, each such Schedule shall
incorporate therein all of the terms and conditions of this Agreement.
Each T&M Schedule will contain the names of the CONSULTANT employees
performing services covered by that Schedule, their job classification,
the daily rate of payment applicable to each listed CONSULTANT employee
(the "Daily Rate"), the work location of each CONSULTANT employee, the
name of CUSTOMER's Project Manager and such additional information,
terms and conditions as the parties may agree upon. Each Fixed Price
Schedule will contain the fixed price of the work effort, the names of
CONSULTANT's and CUSTOMER's Project Managers and such additional
information, terms and conditions as the parties may agree upon. In the
event of any conflict between the terms and conditions of this
Agreement and the terms and conditions of any Schedule, the terms and
conditions of such Schedule shall govern.
1.2 The scope of CONSULTANT's work effort must be coordinated with appropriate
personnel designated by CUSTOMER and shall at all times be subject to the
parameters established by CUSTOMER from time to time.
1.3 CONSULTANT agrees that CUSTOMER'S parent company or any subsidiary and/or
affiliated company of CUSTOMER may execute Schedules in accordance with the
provisions of this Agreement. In such event, the applicable subsidiary or
company of CUSTOMER executing any Schedule shall be considered to be the
"CUSTOMER" as that term is used in this Agreement.
1.4 Unless otherwise mutually agreed to by the parties in writing, CONSULTANT
and CUSTOMER agree not to hire or to solicit the employment of any personnel of
the other party directly or indirectly associated with CONSULTANT'S work effort
under any Schedule during the term of such Schedule and for a period of twelve
(12) consecutive months thereafter.
1.5 This Agreement shall commence on the date first above written and shall
continue in full force and effect thereafter
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unless and until terminated in accordance with the provisions of this Agreement.
ARTICLE 2
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STATEMENT OF WORK
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2.1 A statement of scope of work (the "Statement") shall be attached to each
Schedule as an Attachment A and shall be incorporated therein and made a part
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thereof. Any statement attached to a T&M Schedule will contain a description of,
and the schedule for, the tasks to be performed by CONSULTANT, the documentation
if any, to be produced by CONSULTANT, the maximum dollar amount (the "Maximum
Dollar Amount") billable under such T&M Schedule, and such additional
information as the parties may wish to include. Any Statement attached to a
Fixed Price Schedule will contain a full and complete description of the tasks
to be performed by CONSULTANT, a description of the deliverables to be produced
by CONSULTANT, a listing of the documentation to be provided by CONSULTANT, the
schedule for completion of each of the foregoing (including, but not limited to,
milestone dates and PERT charts), a schedule of payments and such additional
information as the parties may wish to include.
2.1.1 Each Schedule referred to herein shall be deemed to include any
such Statement.
ARTICLE 3
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ORGANIZATION OF EMPLOYEES
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SUPPLIED BY CONTRACTOR
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3.1 CONSULTANT will appoint for each T&M Schedule, at no charge to CUSTOMER, a
qualified member of its staff who will operate as the main interface between
CUSTOMER and CONSULTANT, who will ensure that CONSULTANT personnel coordinate
and interface with CUSTOMER personnel in a manner satisfactory to CUSTOMER, and
who will assist CUSTOMER in resolving any problems.
3.2 In order to establish a close working relationship with CUSTOMER on fixed
price work efforts and to ensure that CONSULTANT personnel coordinate and
interface with such CUSTOMER personnel as may be designated by CUSTOMER,
CONSULTANT agrees to
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appoint a qualified member of its staff, at no charge to CUSTOMER, to function
as CONSULTANT's Project Manager for each Fixed Price Schedule. The CONSULTANT
Project Manager will be charged with the responsibility of coordinating
CONSULTANT's fixed price work effort with appropriate CUSTOMER personnel and of
ensuring that CONSULTANT's resources are available to perform the tasks set
forth on the applicable Fixed Price Schedule. The CONSULTANT Project Manager
will also prepare the monthly status reports required under the terms of Article
5 hereof.
3.3 In the event that any CONSULTANT employee performing services under any
Schedule is found to be unacceptable to CUSTOMER for any cause, including, but
not limited to, demonstration that he or she is not qualified to perform,
CUSTOMER shall have the right to notify CONSULTANT of such fact (without waiving
any other rights or remedies it may have hereunder) and CONSULTANT shall
immediately remove said employee from performing services under that Schedule
and, if requested by CUSTOMER, provide a qualified replacement.
3.3.1 In the event that any anticipated or actual delays in meeting
CUSTOMER's deadlines or scheduled completion dates for work being
performed under any Schedule are caused by the unacceptable performance
of any CONSULTANT employee, CONSULTANT shall provide additional
temporary personnel, as requested by CUSTOMER and at no charge to
CUSTOMER, in order to complete the assignment involved in a timely
manner.
3.4 CONSULTANT agrees to ensure the continuity of CONSULTANT employees assigned
to perform services under any Schedule. Any reassignment by CONSULTANT of those
of its employees assigned to perform services under any Schedule must be with
CUSTOMER's prior written consent and with one (1) month's prior written
notice to CUSTOMER. In the event CONSULTANT reassigns any of its employees
assigned to perform services under any Schedule, CONSULTANT will promptly
provide a replacement acceptable to CUSTOMER. In no event may CONSULTANT remove
or replace personnel provided hereunder for the purpose of reassignment to
another customer or elsewhere within CUSTOMER, unless otherwise agreed to in
writing by CUSTOMER.
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3.5 There will be no charge to CUSTOMER for any replacement provided in
accordance with Sections 3.3 and/or 3.4 hereof for a reasonable period of time
(to be agreed upon between CUSTOMER and CONSULTANT) while the replacement
employee acquires the necessary orientation and education to make a productive
contribution substantially equal to that of the employee replaced.
3.6 CONSULTANT, in performance of this Agreement, is acting as an independent
contractor. Personnel supplied by CONSULTANT hereunder are not CUSTOMER's
personnel or agents, and CONSULTANT assumes full responsibility for their acts.
CONSULTANT shall be solely responsible for the payment of compensation of
CONSULTANT employees assigned to perform services hereunder, and such employees
shall be informed that they are not entitled to the provision of any CUSTOMER
employee benefits. CUSTOMER shall not be responsible for payment of workers'
compensation, disability benefits, unemployment insurance and for withholding
income taxes and social security for any CONSULTANT employee, but such
responsibility shall be that of CONSULTANT.
3.6.1 In the event that the Internal Revenue Service, any state or local
government agency or any other applicable entity determines that the
personnel provided by CONSULTANT under any Schedule are employees of
CUSTOMER for the purpose of withholding tax liability, CONSULTANT agrees
to indemnify CUSTOMER against and release CUSTOMER from all liabilities,
costs, and expenses (including, but not limited to, attorneys' fees)
associated with the defense of such claim.
ARTICLE 4
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ORGANIZATION OF PERSONNEL
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SUPPLIED BY CUSTOMER
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4.1 CUSTOMER shall designate an appropriate CUSTOMER representative as
CUSTOMER's Project Manager for each Schedule. The CUSTOMER's Project Manager
will be charged with the responsibility of acting as CONSULTANT's principal
point of interface with CUSTOMER for the services covered by the Schedule
involved, and, in the case of any T&M Schedule, will direct,
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define, and schedule the tasks to be performed by CONSULTANT employees
contemplated by the applicable Statement.
ARTICLE 5
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STATUS REPORTS; STATUS MEETINGS
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5.1 Unless otherwise agreed to by CUSTOMER, in writing, CONSULTANT shall submit
to CUSTOMER's designated Project Manager every month during the term of each
Statement (commencing thirty (30) days from the commencement date of such
Statement) written status reports fully describing CONSULTANT's activities and
accomplishments during the preceding month, in order to timely report
CONSULTANT's continuous involvement in the tasks contemplated by the applicable
Statement and in order to direct timely corrective action as necessary. The
status reports will include, but will not necessarily be limited to, the
following:
5.1.1 Current status of CONSULTANT activities together with an
explanatory narrative when appropriate.
5.1.2 Indication of the progress of the work being performed by
CONSULTANT, as that progress relates to the Statement involved.
5.1.3 Resources used since the date of the last report, as well as a
cumulative total to date.
5.1.4 Identification of actual and anticipated problem areas, the impact
on CONSULTANT's work effort of said problem areas, and present action
being taken (or suggested alternative action steps to be taken) in order
to reduce the impact of such problems.
5.2 If CUSTOMER so requests, CONSULTANT shall hold status meetings with
CUSTOMER management in order to review the status of CONSULTANT activities.
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ARTICLE 6
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FEES AND EXPENSES; RECORDS; TAXES
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6.1 CONSULTANT agrees to invoice CUSTOMER, monthly in arrears as of the 15th
day of each month (or as otherwise mutually agreed to by the parties in
writing), for the technical assistance and assistance in design, programming,
consulting, training, project management, use of expertise and related services
provided to CUSTOMER by CONSULTANT personnel under any T&M Schedule in
accordance with the Daily Rate set forth opposite each CONSULTANT employee
listed on that Schedule. Such Daily Rate shall be in no event more than
CONSULTANT's standard published rate for an employee in that job classification.
CONSULTANT agrees to invoice CUSTOMER for any fixed price work effort in
accordance with the schedule of payments set forth on the Statement attached to
the applicable Fixed Price Schedule.
6.1.1 For work performed pursuant to any T&M Schedule, the normal work
week shall be five (5) days, eight (8) hours per day, excluding one (1)
hour for meals. Such days and hours shall be as requested by CUSTOMER
from time to time. In the event that less than an eight (8) hour day is
worked by a CONSULTANT employee on any given day, the amount payable by
CUSTOMER for that day will be determined by applying a fraction whose
numerator is the actual number of hours worked by such CONSULTANT
employee and whose denominator is eight (8) to the appropriate Daily
Rate for that employee. Any hours worked by a CONSULTANT employee under
any T&M Schedule in excess of eight (8) in any one day, or any days
worked by a CONSULTANT employee under any T&M Schedule in excess of five
(5) days in any one week, shall be at no additional expense to CUSTOMER
unless prior written approval is obtained from the applicable Project
Manager, in which case the amount payable for each such hour shall be
l/8 of the applicable Daily Rate.
6.1.2 For work performed pursuant to any T&M Schedule, CONSULTANT will
submit authorized time sheets to CUSTOMER each week showing the number
of hours worked by CONSULTANT employees.
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6.2 In addition to the charges invoiced in accordance with Section 6.1 hereof,
CONSULTANT shall invoice CUSTOMER, monthly in arrears as of the 15th day of each
month (or as otherwise mutually agreed to by the parties in writing), for
expenses incurred as a result of performing services in accordance with any
Schedule. Such expenses shall be limited to the following:
6.2.1 Reasonable out-of-pocket expenses necessarily and actually incurred
by CONSULTANT in the performance of its services hereunder, provided that:
(i) CUSTOMER has given its prior written consent for any such expenses;
(ii) the expenses have been detailed on a form acceptable to CUSTOMER and
submitted to the appropriate CUSTOMER Project Manager for review and
approval; and (iii) if requested by CUSTOMER, CONSULTANT submits
supporting documentation in addition to the approved expense form. It is
understood that CUSTOMER shall not reimburse CONSULTANT unless otherwise
specified in the Exhibit for commutation expenses under any circumstances
or for travel and living expenses incurred by any CONSULTANT employee in
performing services at a CUSTOMER facility located in the same
metropolitan area as that of employee's home base. It is also understood
that any air transportation reimbursable hereunder shall be coach-economy
and that entertainment by or on behalf of CONSULTANT shall be at no cost
to CUSTOMER.
6.3 CONSULTANT will submit the charges and/or expenses to be invoiced for
services performed under any Schedule to the CUSTOMER's Project Manager for that
Schedule for review and approval prior to actual invoicing. The charges and/or
expenses invoiced in accordance with this Article 6, except for any amounts
disputed by CUSTOMER, shall be payable by CUSTOMER within thirty (30) days of
CUSTOMER's receipt of each invoice. Any disputed charges and/or expenses shall
not affect payment of non-disputed charges and/or expenses, in accordance with
the terms of this Agreement. Consultant agrees to send duplicate copies of each
invoice to AT&T Solutions, 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000,
ATTN: Financial Manager.
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6.4 Notwithstanding anything to the contrary contained herein, CUSTOMER shall
not be liable for any charges and/or expenses under any T&M Schedule in excess
of the Maximum Dollar Amount specified on such T&M Schedule. In the event that
CONSULTANT'S charges and/or expenses billable under any T&M Schedule approach
the Maximum Dollar Amount, CONSULTANT shall immediately notify CUSTOMER of such
fact, in writing, and if CUSTOMER agrees, at its discretion, in writing, a new
Maximum Dollar Amount shall be applicable to such T&M Schedule.
6.5 CONSULTANT shall maintain complete and accurate accounting records, in a
form in accordance with generally accepted accounting principles, to
substantiate CONSULTANT's charges and expenses hereunder. Such records shall
include, but not be limited to, payroll records, attendance cards and job
summaries, and CONSULTANT shall retain such records for a period of one (1) year
from the date of final payment under any Schedule.
6.5.1 CUSTOMER shall have access to the records described in Section 6.5
for purposes of audit during normal business hours during the period in
which CONSULTANT is required by the terms of Section 6.5 hereof to
maintain such records.
6.6 The charges set forth herein do not include and CUSTOMER will pay, as
hereinafter stated, all sales or use taxes lawfully levied against or upon the
services provided hereunder, or arisinq out of this Agreement.
ARTICLE 7
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VERIFICATION OF ACCEPTABILITY
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7.1 Each and every deliverable contemplated by any Schedule shall be subject to
a verification of acceptability by CUSTOMER for the purpose of demonstrating
that the deliverable satisfies the criteria for verification of acceptability
mutually agreed to by CUSTOMER and CONSULTANT for said deliverable, a copy of
which shall be attached to the applicable Schedule and made a part thereof
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7.2 The criteria for verification of acceptability for each deliverable
contemplated by any Schedule shall be jointly developed and mutually agreed to
in writing by CUSTOMER and CONSULTANT at least thirty (30) days in advance of
the date identified in the Schedule for production of the deliverable involved.
7.2.1 In the event the parties are unable to jointly develop and
mutually agree to the criteria for verification of acceptability of
software deliverables, then at a minimum, verification of acceptability
of such software deliverable shall be based on the conformance of the
software deliverables to the functional specifications for same.
7.2.2 In the event the parties are unable to jointly develop and
mutually agree to the criteria for verification of acceptability of
requirements definition deliverables, design deliverables or other non-
software deliverables, then, at a minimum, verification of acceptability
of such deliverables shall be based, in the case of design deliverables,
on the conformance of the design deliverable to the applicable statement
of business requirements and, in the case of requirements definition
deliverables and other non-software deliverables, on CUSTOMER's
satisfaction or non-satisfaction with the deliverable.
7.3 The verification of acceptability for any deliverable pursuant to any
Schedule shall commence on the date CONSULTANT notifies CUSTOMER's Project
Manager, in writing, that the deliverable involved has been satisfactorily
completed, in CONSULTANT's opinion, and is ready for verification of
acceptability by CUSTOMER. Such commencement date shall be a date no later than
ten (10) calendar days after the date on which the deliverable is to be
produced, as specified on the applicable Statement (or such other date as may be
mutually agreed to by both parties in writing). Verification of acceptability
shall continue for the period of time specified in the criteria for verification
of acceptability or, if no such time period has been
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agreed upon by the parties, for a period of thirty (30) consecutive days.
7.4 In the event that any deliverable contemplated by any Schedule does not
conform to the criteria for verification of acceptability for same within the
verification of acceptability period described in Section 7.3 hereof, CUSTOMER
shall notify CONSULTANT in writing of such fact. CUSTOMER shall cooperate with
CONSULTANT in identifying in what respects the deliverable has failed to conform
to the criteria. CONSULTANT shall, at no cost to CUSTOMER, promptly correct any
deficiencies which prevent such deliverable from conforming to the criteria.
Upon completion of the corrective action by CONSULTANT, and at no additional
cost to CUSTOMER, the verification of acceptability will be repeated until the
deliverable has successfully conformed to the criteria for verification of
acceptability.
7.5 If the deliverable contemplated by any Schedule does not conform to the
criteria for verification of acceptability within thirty (30) days after the
initial verification of acceptability period described in 7.3, CUSTOMER may (i)
immediately terminate the applicable schedule without waiving any other rights
or remedies it may have hereunder and CONSULTANT shall immediately reimburse
CUSTOMER any amounts paid; or (ii) require CONSULTANT to continue to attempt to
correct the differences, reserving the right to terminate as aforesaid at
anytime.
7.6 When any deliverable has successfully conformed to or satisfied the
criteria for verification of acceptability for same, CUSTOMER shall promptly
notify CONSULTANT of such fact in writing.
ARTICLE 8
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PATENT AND COPYRIGHT INFRINGEMENT
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8.1 CONTSULTANT agrees to defend and/or handle at its own cost and expense any
claim or action against CUSTOMER, its parent company, and its or their
subsidiaries and/or affiliated companies, for actual or alleged infringement of
any patent, copyright or other property right (including, but not limited to,
misappropriation of trade secrets) based on any software,
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program, service and/or other materials furnished to CUSTOMER by CONSULTANT
pursuant to the terms of this Agreement or the use thereof bv CUSTOMER.
8.1.1 CONSULTANT shall have the sole right to conduct the defense of any
such claim or action and all negotiations for its settlement or
compromise, unless otherwise mutually agreed to in writing by the
parties hereto.
8.2 CONSULTANT further agrees to indemnify and hold CUSTOMER, its parent
company, and its or their subsidiaries and/or affiliated companies, harmless
from and against any and all liabilities, losses, damages, costs and expenses
(including, but not limited to, attorneys' fees) associated with any such claim
or action.
8.3 CONSULTANT agrees to give to CUSTOMER, in reasonable detail, prompt
written notice of any threat, warning, or notice of any such claim or action
against CONSULTANT which could have an adverse impact on CUSTOMER's use of said
software, program, service and/or materials.
8.4 In addition to CUSTOMER'S other rights and CONSULTANT'S obligations
pursuant to Sections 8.1, 8.2 and 8.3 hereof CONSULTANT agrees, should
CUSTOMER'S use of any service, software, program, and/or other material
furnished to CUSTOMER by CONSULTANT be enjoined by any court, to promptly
obtain, at no expense to CUSTOMER, the right to continue to use the items so
enjoined or, at no expense to CUSTOMER, provide CUSTOMER promptly with
substitute items (which supply of such items will not violate any third party's
rights), that are qualitatively and functionally at least the equal of the
enjoined products and satisfy CUSTOMER's needs to the same extent as the
enjoined product.
ARTICLE 9
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CONFIDENTIAL INFORMATION
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9.1 Confidential information shall mean any information obtained by CONSULTANT
from, or disclosed to CONSULTANT by, CUSTOMER, its parent company, its or their
subsidiaries and/or
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affiliated companies, and/or any of their clients, which relates to the past,
present or future business activities of said entities, and/or their clients,
including, but not limited to, any information relating to pricing, methods,
processes, financial data, lists, technical data, apparatus, statistics,
programs, specifications, documentation, research, development or related
information, and the results from the provision of the services performed by
CONSULTANT under this Agreement. CONSULTANT shall hold such confidential
information in trust and confidence for CUSTOMER and shall not reproduce,
disclose to any person, firm or enterprise, or use for its own benefit, any such
confidential information. Upon the completion and/or termination of any
Schedule, or sooner if so requested by CUSTOMER, CONSULTANT shall deliver to
CUSTOMER all items, including, but not limited to, drawings, blueprints,
descriptions, test data or other papers or documents, which may contain any such
confidential information.
9.2 Unless otherwise specified in any Schedule, title to all materials,
products and/or deliverables, including, but not limited to, reports, designs,
programs, specifications, documentation, manuals, visual aids, and any other
materials developed and/or prepared for CUSTOMER by CONSULTANT under any
Schedule (whether or not such Schedule is completed), and all interest therein
shall vest in CUSTOMER and shall be deemed to be a work made for hire and made
in the course of the services rendered hereunder. To the extent that title to
any such works may not, by operation of law, vest in CUSTOMER or such works may
not be considered works made for hire, all rights, title and interest therein
are hereby irrevocably assigned to CUSTOMER. All such materials shall belong
exclusively to CUSTOMER, with CUSTOMER having the right to obtain and to hold in
its own name, copyrights, resistrations or such other protection as may be
appropriate to the subject matter, and any extensions and renewals thereof.
CONSULTANT agrees to give CUSTOMER and any person designated by CUSTOMER,
reasonable assistance, at CUSTOMER's expense, required to perfect the rights
defined in this Section 9.2. Unless otherwise requested by CUSTOMER, upon the
completion of the services to be performed under each Schedule or upon the
earlier termination of such Schedule, CONSULTANT shall immediately turn over to
CUSTOMER all materials
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and deliverables developed pursuant to such Schedule, including, but not limited
to, working papers, narrative descriptions; reports and data.
ARTICLE 10
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WARRANTIES
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10.1 CONSULTANT warrants and represents that each of its employees assigned to
perform services under any Schedule shall have the proper skill, training and
background so as to be able to perform in a competent and professional manner
and that all work will be performed in accordance with the Schedules.
10.2 Unless otherwise specified in any Schedule, all materials, deliverables
and products developed under each Schedule by CONSULTANT, whether or not such
Schedule is completed, are the property of CUSTOMER. CONSULTANT warrants that
CUSTOMER shall receive free, good and clear title to all materials, deliveries
and products developed under this Agreement.
10.3 CONSULTANT warrants and represents that each and every software
deliverable contemplated by a Fixed Price Schedule shall conform to the
specifications for same as mutually agreed to in writing by CUSTOMER and
CONSULTANT.
10.4 CONSULTANT warrants and represents that for that period of time specified
in the applicable Schedule from the date CUSTOMER notifies CONSULTANT of the
fact that a deliverable has successfully conformed to the criteria for
verification of acceptability for same, in accordance with Section 7.5 hereof
CONSULTANT will, at no charge to CUSTOMER, furnish such materials and services
as shall be necessary to correct any defects in the operation of the version of
the software deliverable or other products in CUSTOMER's possession and to
maintain them in good working order in accordance with the specifications for
same. Unless otherwise stated in the Schedule, the warranty period shall be one
hundred twenty (120) consecutive calendar days.
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ARTICLE 11
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INDEMNIFICATION; INSURANCE
--------------------------
11.1 CONSULTANT shall be liable for and shall defend, indemnify and hold
CUSTOMER harmless against any claims, losses, damage or expenses (including
reasonable attorney's fees) in connection with or arising out of the acts or
omissions of CONSULTANT, its officers, employees, agents and representatives.
11.2 CONSULTANT shall procure and maintain for itself and its employees all
insurance coverage's as required by Federal or State law, including workers'
compensation insurance. CONSULTANT also agrees to maintain comprehensive general
liability coverage with limits of $3,000,000 and $500,000 automobile liability
coverage. CONSULTANT shall furnish to CUSTOMER a certificate of insurance
evidencing such coverage and naming CUSTOMER and all parent companies of
CUSTOMER as additional insured. Said certificate wlll include a provision
whereby thirty (30) days notice must be received by the Vendor Manager, AT&T
Solutions, 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 prior to
cancellation or a material change in coverage by either CONSULTANT or Insurer.
11.3 CONSULTANT shall procure and maintain for itself Employers' Liability
Insurance coverage including bodily injury coverage, with a minimum of $100,000
for each person. CONSULTANT will provide CUSTOMER a certificate of insurance
evidencing such coverage which will include a provision whereby thirty (30) days
notice must be received by the Vendor Manager, AT&T Solutions, 00 Xxxxxxxxx
Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000, prior to cancellation or a material change
in coverage by either CONSULTANT or Insurer.
ARTICLE 12
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EXCUSABLE DELAYS (FORCE MAJEURE)
--------------------------------
12.1 In no event shall either party be liable to the other for any delay or
failure to perform hereunder, which delay or failure to perform is due to causes
beyond the control of said party including, but not limited to, acts of God;
acts of the public enemy; acts of the United States of America, or any State,
territory or political division of the United States of America, or of
00
xxx Xxxxxxxx xx Xxxxxxxx; fires; floods; epidemics; quarantine restrictions;
strikes; and freight embargoes.
12.2 In every case the delay or failure to perform must be beyond the control
and without the fault or negligence of the party claiming excusable delay, and
the party claiming excusable delay must promptly notify the other party of such
delay.
12.3 Performance times under this Agreement or under any Schedule shall be
considered extended for a period of time equivalent to the time lost because of
any delay which is excusable under this Article 12; provided, however, that if
any such delay continues for a period of more than sixty (60) calendar days, the
party not claiming excusable delay shall have the option of terminating this
Agreement or the applicable Schedule, upon notice to the party claiming
excusable delay.
ARTICLE 13
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MATERIAL BREACH; TERMINATION
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13.1 In the event of any material breach of, or material misrepresentation
relating to, any Schedule by either party, the other party may terminate said
Schedule by giving thirty (30) days' prior written notice thereof and/or pursue
any other remedies and rights at law or in equity; provided, however, that such
Schedule will not terminate at the end of said thirty (30) days' notice period
if the party in breach has cured the misrepresentation or breach of which it has
been notified prior to the expiration of said thirty (30) days.
13.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
FURNISHING, PERFORMANCE, OR USE OF THE SERVICES OR MATERIALS PROVIDED FOR IN
THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH DAMAGES ARE INCLUDED IN AN AWARD
AGAINST CUSTOMER RESULTING FROM A CLAIM FOR WHICH CUSTOMER IS INDEMNIFIED
HEREUNDER AND EXCEPT FOR PERSONAL INJURY OR DEATH, OR DAMAGE TO REAL PROPERTY.
ARTICLE 14
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TERMINATION FOR CONVENIENCE
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14.1 Notwithstanding any other provision(s) of this Agreement to the contrary,
Customer may terminate this Agreement or any Schedule(s) hereunder for its
convenience by giving Consultant two (2) weeks' prior written notice of its
election to terminate said Agreement or Schedule. In such case, Customer agrees
to pay Consultant for all costs incurred by Consultant up to the effective date
of termination at the agreed upon rates and expenses set forth herein.
16
ARTICLE 15
----------
CUSTOMER SECURITY REGULATIONS/WORK POLICY
-----------------------------------------
15.1 CONSULTANT and each employee of CONSULTANT performing services covered by
any Schedule will safeguard the confidential information of CUSTOMER to which
he/she has access. Without limiting the generality of the foregoing, neither
CONSULTANT nor any employee or other personnel provided by CONSULTANT will
trespass into, destroy, modify, or disclose any confidential information of
CUSTOMER except as otherwise provided herein. Without limiting any of
CUSTOMER'S rights or remedies hereunder, all of which are specifically
reserved, any unauthorized trespass into, destruction, modification, or
disclosure of confidential information by or caused by CONSULTANT or any
employee or other personnel provided by CONSULTANT will be grounds for
immediate termination of Services and, where appropriate, referral to law
enforcement agencies for criminal prosecution.
15.2 CONSULTANT'S personnel will comply with CUSTOMER'S security regulations
particular to each work location, including, but not limited to, CUSTOMER'S
internal security department's fingerprinting and photographing screening
process. CONSULTANT'S personnel, when deemed appropriate by CUSTOMER, will be
issued visitor identification cards. Each such card will be surrendered by
CONSULTANT'S personnel upon demand by CUSTOMER or upon termination of this
Agreement.
15.3 Unless otherwise agreed to by the parties, CONSULTANT'S personnel will
observe the working hours, working rules, and holiday schedules of CUSTOMER
while working on CUSTOMER'S premises. In addition, the vacation time for
CONSULTANT'S personnel will be scheduled so as not to interfere with the
deadlines or scheduled completion date for any work being performed under any
Schedule.
ARTICLE 16
----------
ASSIGNMENT
----------
16.1 This Agreement shall be binding upon the parties' respective successors
and permitted assigns.
16.2 Neither party may assign this Agreement and/or any of its rights and/or
obligations hereunder without the prior written consent of the other party, and
any such attempted assignment shall be void, except that CUSTOMER may assign
this Agreement, and/or any of its rights and/or obligations hereunder, upon
written notice to CONSULTANT, to its parent company, or to any of its or their
subsidiaries or affiliated companies, without the consent of CONSULTANT.
Furthermore, no work to be performed by CONSULTANT hereunder shall be
17
subcontracted to or performed on behalf of CONSULTANT by any third party, except
upon written permission by CUSTOMER.
ARTICLE 17
----------
NOTICES
-------
17.1 All notices and other official communications under this Agreement shall
be in writing and shall be sufficiently given if delivered personally or mailed
by first class mail, proper postage prepaid, to AT&T Solutions, 00 Xxxxxxxxx
Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx, 00000, Attention: Vendor Manager and to Computer
Generated Solutions,Inc., 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000
Attention:Xxxx Xxxxxxx, or to such other address or addressee as either party
may from time to time designate to the other by written notice.
17.2 Any such notice or other official communication shall be deemed to be
given as of the date it is personally delivered or when placed in the mails in
the manner specified.
ARTICLE 18
----------
GOVERNING LAW
-------------
18.1 The validity of this Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of the parties shall be
governed by the laws of the State of New York.
ARTICLE 19
----------
MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER
---------------------------------------------
19.1 No modification, amendment, supplement to or waiver of this Agreement or
any Schedule hereunder, or any of their provisions shall be binding upon the
parties hereto unless made in writing and duly signed by both parties.
19.2 A failure or delay of either party to this Agreement to enforce at any
time any of the provisions hereof, or to exercise any option which is herein
provided, or to require at any time performance of any of the provisions hereto
shall in no way be construed to be a waiver of such provisions of this
Agreement.
ARTICLE 20
----------
COMPLETE AGREEMENT
------------------
20.1 This Agreement, together with all Schedules, Exhibits and Attachments
hereto constitutes the entire agreement between the parties and supersedes all
prior agreements, promises, proposals, representations, understandings and
18
negotiations, whether written or oral, between the parties respecting the
subject matter hereof.
ARTICLE 21
----------
SEVERABILITY
------------
21.1 In the event any one or more of the provisions of this agreement shall for
any reason be held to be invalid, illegal or unenforceable, the remaining
provisions of this Agreement shall be unimpaired and the invalid, illegal or
unenforceable provisions shall be replaced by a mutually acceptable provision
which, being valid, legal and enforceable, comes closest to the intention of the
parties underlying the invalid, illegal, or unenforceable provision.
ARTICLE 22
----------
ADVERTISING OR PUBLICITY
------------------------
22.1 Neither party shall use the name or symbol of the other in publicity
releases or advertising without securing the prior written consent of the other.
ARTICLE 23
----------
EXHIBITS; ATTACHMENTS
---------------------
23.1 The terms and conditions of any and all Exhibits and Attachments to this
Agreement are incorporated herein by this reference and shall constitute part of
this Agreement as if fully set forth herein.
ARTICLE 24
----------
HEADINGS
--------
24.1 The headings in this Agreement are for purposes of reference only and
shall not in any way limit or affect the meaning or interpretation of any of
the terms hereof.
ARTICLE 25
----------
FAVORABLE PROVISIONS
--------------------
25.1 CONSULTANT warrants that all of the provisions of this Agreement are
comparable to or better than the equivalent provisions being offered by
CONSULTANT to any of its present commercial customers. If CONSULTANT offers more
favorable provisions to commercial customers during the terms of their contract
periods under this Agreement, such provisions shall be made available
19
to CUSTOMER. CONSULTANT'S obligations pursuant to this Article 25 may be limited
by applicable law.
ARTICLE 26
----------
COMPLIANCE WITH LAWS
--------------------
26.1 CONSULTANT warrants that it will comply with all applicable US, state and
local laws and regulations in its performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.
AT&T Corp. Computer Generated Solutions, Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxxxxx
------------------------- ------------------------
Name: XXXXXX X. XXXXXXX Name: XXXX XXXXXXXXXXX
----------------------- ----------------------
(Print or Type) (Print or Type)
Title: Manager Title: V.P. - Finance
---------------------- ---------------------
20
This Schedule, dated as of _____________, 19__, is issued pursuant to, and
incorporates herein, the Master Agreement for Professional Services dated as
of _____________, 19__, ("Agreement"), by and between At&T Corp. ("Customer"),
and Computer Generated Solutions, Inc. ("Consultant"). Any term not otherwise
defined herein shall have the meaning ascribed to it in the Agreement.
00 Xxxxxxxxx Xxxxx 0000 Xxxxxxxx
----------------------------- -----------------------------
(CUSTOMER Location) (CONSULTANT Location)
Xxxxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
----------------------------- -----------------------------
Xxxxxx XxXxxxx Computer Generated Solutions, Inc.
----------------------------- -----------------------------
(CUSTOMER Project Manager) (Consultant Project Manager)
Name of Hourly Commencement Scheduled Right to Hire
Consultant Rate Date Completion Date Status
---------- ---- ---- --------------- ------
1. **** ****/hr. May 15, 1995 Sept. 15, 1995 Avail after 8 mos.
2. **** ****/hr. June 11, 1995 Dec. 11, 1995 N/A
3. **** ****/hr. June 11, 1995 Dec. 11, 1995 Avail. after 6 mos.
4. **** ****/hr. June 11, 1995 Dec. 11, 1995 N/A
5. **** ****/hr. June 27, 1995 Dec. 27, 1995 N/A
6. **** ****/hr. June 26, 1995 Dec. 26, 1995 N/A
7. **** ****/hr. N/A
8. **** ****/hr. July 5, 1995 Jan. 5, 1996 N/A
9. **** ****/hr. July 12, 1995 Oct. 12, 1995 N/A
10. **** ****/hr. July 13, 1995 Nov. 13, 1995 After 7 consec. mos.
11. **** ****/hr. July 18, 1995 Oct. 18, 1995 N/A
Maximum Dollar Amount
---------------------
$500,000 /s/JS 8/4/95 ER
CProfSve.Agr
**** Confidential treatment is being requested for these portions of this
agreement.
21
A.1 If authorized by Customer, reasonable out-of-pocket complimentary
overnight business related travel expenses will be reimbursed such as flights,
hotels, meal per diem of $35.00 per day, taxis, car rentals, tolls, and mileage.
Automobile driving mileage may also be reimbursed at a rate of $0.26 for round
trip mileage greater than 100 miles from the Consultant's home base to the
Customer facility.
A.2 Customer agrees to pay the sum of $35.00 per day to **** for travel related
expenses from the Commencement Date of Service until August 31, 1995.
IN WITNESS WHEREOF, the parties hereto, each acting with proper authority, have
executed this Schedule No.___ as of the day, month, and year first above
written.
Computer Generated Solutions, Inc. AT&T Corp.
By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------ -------------------------
Name: XXXX XXXXXXXXXXX Name: XXXXXX X. XXXXXXX
---------------------- -----------------------
(Print or Type) (Print or Type)
Title: V.P. - Finance Title: Manager
--------------------- ----------------------
**** Confidential treatment is being requested for these portions of this
agreement.
22
EXHIBIT 2
---------
FIXED PRICE SCHEDULE
This Schedule, dated as of ______________, 19__, is issued pursuant to, and
incorporates herein, the Master Agreement for Professional Services dated as of
_______________, 19__, ("Agreement"), by and between AT&T Corp. ("Customer"),
and Computer Generated Solutions, Inc. ("Consultant"). Any term not otherwise
defined herein shall have the meaning ascribed to it in the Agreement.
--------
(Number)
Fixed Price Scheduled Start Date
----------- --------------------
Warranty Period Scheduled Completion Date
--------------- -------------------------
CUSTOMER Project Manager CONTRACTOR Project Manager
------------------------ --------------------------
See Attachment A for a full and complete description of the tasks to be
------------
performed, a description of the deliverables to be produced, a listing of the
documentation to be provided, the schedule for completion of each of the
foregoing (including, but not limited to, milestone dates and PERT charts) and
a schedule of payments.
Computer Generated Solutions, Inc. AT&T Corp.
By: By:
------------------------ -------------------------
Name: Name:
---------------------- -----------------------
(type or print) (type or print)
Title: Title:
--------------------- ----------------------
23
