Exhibit 10.14
ACCOUNTS RECEIVABLE AGREEMENT
AGREEMENT made as of this 1st day of October, 1996 by and between Pencom
Systems Incorporated, a New York corporation ("Transferor"), and PSW
Technologies, Inc., a Delaware corporation ("Transferee").
WHEREAS, Transferor has transferred to Transferee certain assets of
Transferor relating to the development and management of software systems, and
Transferee has agreed to assume and discharge certain liabilities of Transferor
relating thereto; and
WHEREAS, in connection with such transfer of assets and assumption of
liabilities, Transferor desires to transfer an interest in certain accounts
receivable of Transferor, and Transferee desires to accept such assignment.
NOW, THEREFORE, in consideration the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged. Transferor and
Transferee hereby agrees as follows:
1. Transfer of Interest in Accounts Receivable. Transferor hereby
transfers, assigns and delivers to Transferee an interest in the accounts
receivable of Transferor set forth on Schedule A attached hereto (the
"Receivables") equal to 26.67% of all Proceeds (as defined below) from the
Receivables. As used herein, the term "Proceeds" means money or other
consideration, including checks, notes, drafts, money orders or other evidence
of payment, which Transferor may receive as payment or satisfaction of the
Receivables, whenever received by Transferor. Within 15 days following the end
of each month in which Proceeds are received by Transferor. Transferor shall pay
to the Transferee 26.67% of the Proceeds received by Transferor in such month.
Notwithstanding the foregoing, Transferor shall be entitled to deduct from
any payments due Transferee hereunder 26.67% of all direct costs, fees and
expenses incurred by Transferor in connection with the collection of any of the
Receivables.
Each month that a payment is made to Transferee hereunder, such payment
shall be accompanied by a statement prepared by Transferor describing (i) the
Receivables with respect to which the payment is being made and (ii) the direct
costs, fees and expenses which were deducted, if any.
For the purpose of determining amounts collected by Transferor with
respect to the Receivables being transferred pursuant to this Agreement, (i) if
a payment is specified by an account debtor as being in payment of a specific
invoice, the payment shall be applied to that invoice and (ii) all payments by
an account debtor that are not specified as being in payment of a specific
invoice shall first be applied to the oldest outstanding invoice due from that
account debtor.
This agreement shall not create any obligations on the part of Transferor
to take any action to collect any of the Receivables, to settle or compromise
any dispute regarding the collection of any of the Receivables or to
commence, continue or conclude any legal proceedings with respect to the
collection of any of the Receivables.
2. Use of Proceeds. Transferee shall be free to use, spend and/or retain
all amounts received pursuant to this Agreement in any manner whatsoever.
3. Further Assurances. At Transferee's request and without additional
consideration, Transferor, shall execute, acknowledge and deliver such further
instruments of conveyance and transfer and take such other actions as Transferee
may reasonably require to more effectively convey and transfer to Transferee the
interest in the Receivables being transferred pursuant to this Agreement.
4. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of Transferor and Transferee. This
Agreement shall be construed and enforced in accordance with the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first above written.
Pencom Systems Incorporated
By /s/Illegible
-----------------------
Name:
Title:
PSW Technologies, Inc.
By:_______________________
Name:
Title:
