EXHIBIT 10.14
ADMINISTRATIVE SERVICES AGREEMENT
---------------------------------
This Administrative Services Agreement ("Agreement") is made as of March
31, 1997 (the "Effective Date") by and between Software AG ("SAG"), a German
corporation, with its principal place of business in Darmstadt, Germany, and
Software AG Americas, Inc. ("SAGA"), a Virginia corporation, with its principal
place of business in Reston, Virginia, USA.
WHEREAS, prior to the Effective Date, SAGA has been an indirect wholly-
owned subsidiary of SAG; and
WHEREAS, prior to the Effective Date, pursuant to a Products and Research
& Development Operations Transfer Agreement between SAG and Software AG of North
America, Inc. (currently named SAGA) dated December 5, 1993 (the "Prior
Agreement"), certain individuals on the payroll of SAGA have performed computer
software development and other services for SAG under the management of SAG, and
SAG has reimbursed SAGA for all of its costs associated with such employees and
such development and other services; and
WHEREAS, the parties desire to clarify certain aspects of such
relationship;
NOW THEREFORE, in consideration of the mutual promises contained herein
and intending to be legally bound hereby, the parties agree as follows:
1. Termination of Prior Agreement
------------------------------
1.1. All ongoing rights and obligations of the parties under the Prior
Agreement are hereby terminated and superseded by this Agreement; provided that
any rights or obligations of the parties with respect to performance that has
been rendered, or that was to have been rendered, under the Prior Agreement
prior to the Effective Date shall be governed by the terms of the Prior
Agreement.
2. Administrative Services to Be Provided
--------------------------------------
2.1. SAGA shall provide the following administrative services to SAG:
2.1.1. On behalf of SAG, SAGA shall maintain on SAGA's payroll and
provide SAGA's standard employee benefits to the individuals identified
in Exhibit A and any additional individuals subsequently agreed upon by
the parties and whose names are added to Exhibit A
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(collectively, the "Designated Employees"), until the earlier of the date on
which any such individual assumes a position within SAGA that does not involve
performing computer software development or other services for SAG under the
management of SAG or the date on which the employment of any such individual by
SAGA is terminated, either at the request of SAG or, if deemed necessary by
SAGA, at SAGA's initiative, after which date such an individual no longer shall
be considered a Designated Employee and such an individual's name shall be
deleted from Exhibit A.
2.1.2. SAGA shall provide human resources services for Designated
Employees, including services relating to the recruitment of Designated
Employees, consistent with the human resources services provided for other SAGA
employees.
2.1.3. SAGA shall provide Designated Employees working space in a SAGA
facility consistent with the working space provided to other SAGA employees. If
SAG wishes to make any material change in the working space provided as of the
Effective Date or subsequently agreed to by the parties, SAG shall notify SAGA
of such proposed change, and the parties shall discuss, and may agree to, the
change. SAGA shall use reasonable efforts to accommodate within 90 days
reasonable working space changes proposed by SAG, to the extent consistent with
the availability of space, lease provisions, applicable laws and regulations,
safety and security concerns, and other applicable constraints. All costs
incurred by SAGA as the result of any change in working space requirements
initiated by SAG shall be paid by SAG. Except as provided in Article 5, SAGA
shall not be responsible for the safekeeping of property of SAG or of Designated
Employees stored at SAGA's facility.
2.1.4. SAGA shall provide Designated Employees access to applicable SAGA
facilities and use of computer systems and networks, telephones and office
equipment to an extent consistent with policies and practices adopted by SAGA
from time to time.
2.1.5. SAGA specifically shall not be responsible for the direct or
indirect management of Designated Employees or for the performance of Designated
Employees. SAGA makes no representations or warranties with respect to, and
shall have no liability for, the qualifications, training or performance of
Designated Employees. The relationship of SAGA to SAG under this Agreement is
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solely that of an administrative services provider within the capacity
and normal policies and practices of SAGA.
2.2. SAG shall be solely responsible for (i) selection of Designated
Employees and determination of the compensation of Designated Employees,
provided that such compensation shall be consistent with policies and practices
adopted by SAGA from time to time, (ii) day-to-day and long-term management of
the Designated Employees, and (iii) all actions of the Designated Employees. As
part of such responsibility, SAG diligently shall supervise the Designated
Employees. SAG shall comply with, and shall cause the Designated Employees to
comply with, (a) all safety, security, computer access and other policies and
practices applicable to SAGA employees and others working in SAGA's facility
that may be adopted by SAGA from time to time, and (b) all applicable laws and
regulations. To the extent that SAG fails to cause such compliance, SAGA may,
without limiting any remedies against SAG that SAGA may have at law or in
equity, take appropriate disciplinary action against Designated Employees,
including but not limited to termination of Designated Employees, in which case
SAG shall pay all costs incurred by SAGA as the result of the discipline. SAG
shall appoint one or more of the Designated Employees as a "SAG Supervisor,"
each of whom shall be identified as a "SAG Supervisor" in Exhibit A and who
shall be responsible for the management of the Designated Employees. SAG shall
cause a SAG Supervisor to be accessible to SAGA at reasonable times and without
unreasonable delay as the principal point of contact between the parties for
matters relating to this Agreement. Each SAG Supervisor shall have the
authority, on behalf of SAG, to take any action or enter into any agreement
related to the Designated Employees or the administrative services to be
provided under this Agreement. Such authority shall include decisions, on behalf
of SAG, relating to the hiring, compensation and termination of Designated
Employees.
2.3. Should SAG no longer require the services of any Designated
Employee, SAG shall so notify SAGA in writing. Upon receipt of such notice, SAGA
may in its discretion offer the Designated Employee another position within
SAGA. If SAGA elects not to offer such a position, or if the Designated Employee
rejects such an offer, SAGA may terminate such Designated Employee in accordance
with policies and practices adopted by SAGA from time to time. SAG shall comply
with such policies and practices. If a Designated Employee's employment with
SAGA is terminated, then SAG shall pay all costs of such termination, including
but not limited to severance payments and payments for accrued leave.
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3. Payment
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3.1. SAG shall reimburse SAGA for all costs incurred by SAGA as a result
of SAGA's selection, hiring, failing to hire, employment or termination of
Designated Employees or otherwise related to the performance of SAGA's
obligations under this Agreement, except for the cost of the CMOS machine
currently installed in SAGA's Reston Data Center (which is the subject of
Section 3.2). The basis of this reimbursement is described in Exhibit B.
3.2. During the years 1997, 1998 and 1999, SAG shall pay SAGA $500,000
per year, on a monthly basis, for the CMOS machine currently installed in SAGA's
Reston Data Center. SAG shall be obligated to make such payments through 1999
notwithstanding any expiration or termination of this Agreement prior to
January 1, 2000.
3.3. Within 15 days after the end of each calendar month, SAGA will
submit invoices to SAG setting forth the amounts payable under this Agreement
with respect to such month. SAG shall pay all such invoiced amounts within 30
days after the date of the invoice. Any late payment hereunder shall accrue
interest at a rate equal to the currency-related FIBOR rate available on the due
date of such payment, plus three percent. At any time, SAGA may offset any
amount owed by SAG to SAGA under this Agreement by making a corresponding
reduction in any amount owed by SAGA to SAG under any other agreement or
arrangement. SAGA shall promptly notify SAG of any such offset.
3.4. During the term of this Agreement and for one year thereafter, SAG
shall have the right, one time during each calendar year, at its expense and
upon reasonable notice, to examine or have examined by its authorized
representative, SAGA's relevant books and records relating to the immediately
preceding calendar year solely in order to verify the accuracy of any invoices
furnished hereunder.
4. Proprietary Rights
------------------
4.1. Any computer software, data or other items furnished to Designated
Employees by SAGA, in which SAGA and not SAG owns the proprietary rights, shall
remain the sole property of SAGA, and to the extent such computer software, data
or other items are disclosed to SAG, SAG shall hold such computer software, data
or other items in confidence in accordance with Article 5. Subject to the
foregoing, SAG shall own all of the proprietary rights arising from the work of
the Designated Employees, and SAGA shall hold all computer software, data or
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other items developed by Designated Employees in confidence in accordance with
Article 5.
4.2. Any computer software developed by Designated Employees shall be a
"SAG Product" for purposes of the Cooperation Agreement between the parties
dated March 31, 1997.
5. Confidentiality
---------------
5.1. For the purpose of this Article 5, the term "Confidential
Information" means any information used in or relating to the business of one
party or its affiliates (collectively, the "Disclosing Party"), including, but
not limited to, the Disclosing Party's product plans, technical materials and
financial and customer information, that the Disclosing Party maintains in
confidence, and all tangible embodiments of such information, that is received
by the other party or its affiliates (the "Receiving Party"), or to which the
Receiving Party has access, in any form; provided that "Confidential
Information" does not include any information that the Receiving Party can
demonstrate (i) is or becomes publicly known through no fault of the Receiving
Party; (ii) is developed independently by the Receiving Party; or (iii) is
rightfully obtained by the Receiving Party from a third party not obligated to
preserve its confidentiality who did not receive the material or information
directly or indirectly from the Disclosing Party.
5.2. A Receiving Party (i) shall not use the Disclosing Party's
Confidential Information for any purpose other than in accordance with this
Agreement and other agreements between the parties and (ii) shall not disclose
Confidential Information to any person or entity, other than any of its
employees, agents and independent contractors who have a need to know such
Confidential Information and who are subject to a nondisclosure obligation
comparable in scope to this Article 5.
5.3. Notwithstanding Section 5.2, a Receiving Party may disclose
Confidential Information to the extent required by a court or other governmental
authority, provided that (i) the Receiving Party gives the Disclosing Party
reasonable notice of the disclosure, (ii) the Receiving Party uses reasonable
efforts to resist disclosing the Confidential Information, and (iii) upon
request of the Disclosing Party, the Receiving Party cooperates with the
Disclosing Party to obtain a protective order regarding, or otherwise limit, the
disclosure.
5.4. The parties acknowledge that either party's breach of Section 5.2
would cause the other party irreparable injury for which it would not have an
adequate remedy at law. In the event of such a breach, the non-breaching party
shall be
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entitled to injunctive relief in addition to any other remedies it may have at
law or in equity, without having to prove any actual damages sustained.
6. Indemnity
---------
6.1. Subject to Section 6.2, SAG shall defend, indemnify and hold
harmless SAGA, its affiliates, and their respective directors, officers, agents
and employees from and against all claims, liabilities, suits, losses, damages
and expenses, including costs and reasonable attorneys' fees ("Claims") relating
to or resulting from (i) SAG'S breach of this Agreement, (ii) the negligence of
SAG or of Designated Employees, (iii) allegations that SAGA has failed to
supervise Designated Employees, (iv) infringements of patents, copyrights or
other proprietary rights by Designated Employees, (v) failure of SAG or of
Designated Employees to comply with applicable laws and regulations, (vi) any
other actions or inactions of Designated Employees, and (vii) SAGA'S selection,
hiring, failing to hire, employment or termination of Designated Employees.
6.2. The foregoing indemnity is subject to the following conditions:
6.2.1. An indemnified person or entity promptly shall notify SAG
in writing of any Claim (provided that the failure of an indemnified
person or entity to provide prompt notice shall not relieve SAG of its
obligations under this Article 6, except to the extent that SAG is
actually prejudiced by such failure); and
6.2.2. SAG shall have the right, if it so chooses, to control and
direct, at its expense and through counsel of its choosing, the
investigation and defense of any third party Claim, but may compromise or
settle the same only with the consent of the indemnified person or
entity, which consent shall not be unreasonably withheld. The indemnified
person or entity shall cooperate fully with SAG in the defense of any
such Claim.
6.3. Upon receipt of a notice of a Claim for indemnification, SAG shall
promptly pay to the indemnified person or entity the amount of such Claim in
accordance with and subject to the provisions of this Article 6, provided,
however, that no such payment shall be due during any period in which SAG is
contesting in good faith either its obligation to make such indemnification or
the amount of the Claim that is payable.
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7. Term and Termination
--------------------
7.1. The initial term of this Agreement shall commence on the Effective
Date and continue until December 31, 1998 unless this Agreement is terminated in
accordance with Section 7.2. Thereafter, this Agreement automatically shall be
extended for subsequent one-year renewal terms unless (i) either party gives the
other party written notice of non-renewal at least 90 days prior to the end of
the then-current initial or renewal term, or (ii) this Agreement is terminated
in accordance with Section 7.2.
7.2. If either party materially breaches this Agreement and fails to
remedy that breach within fifteen days after receiving written notice of that
breach from the other party, the non-breaching party may terminate this
Agreement immediately upon further written notice.
7.3. Upon any expiration or termination of this Agreement, SAGA may in
its discretion offer one or more Designated Employees other positions within
SAGA. If SAGA elects not to offer one or more Designated Employees such
positions, or if one or more Designated Employees reject such offers, SAGA may
terminate such Designated Employees in accordance with policies and practices
adopted by SAGA from time to time, and SAG shall pay all costs of such
termination.
7.4. SAG shall pay all costs arising out of the expiration of this
Agreement or the termination of this Agreement by either party.
7.5. The rights and obligations of the parties under Section 2.3 and
Articles 3 through 9 of this Agreement shall remain in effect after the
expiration or termination of this Agreement.
8. Notices
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All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally, by
facsimile or sent by overnight express or by registered or certified mail,
postage prepaid, addressed as follows:
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If to SAG:
Software XX
Xxxxxxxxxxxxx 00, X-00000
Xxxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxx Xxxxxxx
Facsimile: 00-0000-000000
If to SAGA:
Software AG Americas, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx XxXxxxxx
Facsimile: 000-000-0000
All such deliveries shall be deemed effective when received by the person
entitled to such receipt or when delivery has been attempted but refused by such
person. Any party may change the person or address to which such deliveries
shall be made with respect to such party by delivering notice thereof to the
other party hereto in accordance with this Article 8.
9. Miscellaneous
-------------
9.1. This Agreement is confidential, and neither party shall
disclose it without the prior written consent of the other party to any third
party, other than its attorneys, consultants, accountants, auditors and others
to whom a party has a bona fide business reason for disclosing the Agreement;
provided that each party may disclose this Agreement as may be required by law
or to enforce the provisions hereof.
9.2. The parties shall use the English language in exchanging all
documents and other information exchanged between them.
9.3. The provisions of this Agreement are severable, and the
unenforceability of any provision of this Agreement shall not affect the
enforceability of the remainder of this Agreement. The parties acknowledge that
it is their intention that if any provision of this Agreement is determined by a
court to be invalid, illegal or unenforceable as drafted, that provision should
be construed in a manner designed to effectuate the purpose of that provision to
the greatest extent possible under applicable law.
9.4. The rights and remedies provided in this Agreement are,
to the extent permitted by law, cumulative and not
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exclusive of any other right or remedy now or hereafter available at law or in
equity. Neither asserting a right nor employing a remedy shall preclude the
concurrent assertion of any other right or employment of any other remedy, nor
shall the failure to assert, or the delay in asserting, any right or remedy
constitute a waiver of that right or remedy.
9.5. The rights of the parties under this Agreement are unique,
and the failure of a party to perform its obligations hereunder would
irreparably harm the other party. Accordingly, the parties shall, in addition to
such other remedies as may be available at law or in equity, have the right to
enforce their rights hereunder by actions for specific performance to the extent
permitted by law.
9.6. No party may assign any of its rights or delegate its
obligations hereunder without the written consent of the other party, except
that SAGA may make such an assignment and/or delegation to any affiliate of
SAGA. Any purported assignment or delegation in violation of this Section 9.6
shall be void. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, permitted assigns and legal
representatives.
9.7. This Agreement may be modified or amended only by written
agreement of the parties.
9.8. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the Commonwealth of Virginia
applicable to agreements made and entirely to be performed within such
jurisdiction. The party bringing any action under this Agreement shall only be
entitled to choose the federal or state courts in the Commonwealth of Virginia
as the venue for such action, and each party consents to the jurisdiction of the
court chosen in such manner for such action.
9.9. This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.
9.10. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all previous
agreements, written or oral, with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have caused this Agreement to be executed as of the day and year
first above written.
SOFTWARE AG
By:/s/ Xxxxx Xxxxxxx
--------------------------------
Xx. Xxxxx Xxxxxxx
Chairman of the Board
and
By:/s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxx
Board Member
SOFTWARE AG AMERICAS, INC.
By:/s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
President and
Chief Executive Officer
EXHIBIT A
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Employee Dept. Name Location
--------------------------------------------------------------------------------
XXX, MI XXX MIDDLEWARE -LOB SEATTLE
XXXXX, XXXXX MIDDLEWARE -LOB SEATTLE
XXXXXX, XXXXX MIDDLEWARE -LOB SEATTLE
XXXXXXX, XXXXX X. DATA WAREHOUSING-LOB RESTON
XXXXXXXX, XXXX X. DATA WAREHOUSING-LOB RESTON
XXXX, XXXX DATA WAREHOUSING-LOB RESTON
XXXXXXXX, XXXX X. ESSE RESTON
XXXXX, XXXX X. PTG ADMINISTRATION RESTON
XXXXXXX, XXXX X. PTG ADMINISTRATION RESTON
XXXXXX, XXXXX PTG ADMINISTRATION RESTON
XXXX, XXXXXX X. PTG ADMINISTRATION RESTON
XXXXX, XXXXX X. PTG ADMINISTRATION RESTON
LEE, XXXXXX XXXX PTG ADMINISTRATION RESTON
XXXXXXXX, XXXXXX X. PTG ADMINISTRATION RESTON
XXXXXXX, XXXXXXX PTG ADMINISTRATION RESTON
XXXXXX, XXXXXX X SAG SUPERVISOR RESTON
XXXXXXXX, XXXXX PTG ADMINISTRATION RESTON
XXXXX, XXXXX EES RESTON
XXXXX, XXXXXXX X. EES RESTON
XXXXXX, XXXX X. EES RESTON
XXXXX, XXXX EES RESTON
XXXXXXXXXX, XXXXXXX EES RESTON
XXXXXX, XXXXX X. EES RESTON
XXXXX, XXXXXX X. EES RESTON
XXXXXXXX, XXXXX EES RESTON
XXXXXX, XXXXXXX PTG SERVICES RESTON
XXXX, XXXXXX PTG SERVICES RESTON
XXXXX, XXXXXXX PTG SERVICES RESTON
XXXXX, XXX PTG SERVICES RESTON
XXXXX, XXXXXX X. PTG SERVICES RESTON
XXXXX, XXXXX PTG SERVICES RESTON
XXXXXXX, XXXXXXX X. PTG SERVICES RESTON
XXXX, XXXXXXX X. PTG DENVER RESTON
XXXXXXXX, XXXXX X. PTG DENVER RESTON
XXXXXX, XXXXXXX PTG SPECIAL PROJECTS RESTON
XXXXX, XXXXXXX PTG SPECIAL PROJECTS RESTON
VINSARICH, XXXXXXX PTG SPECIAL PROJECTS RESTON
BARLEY, XXXXXXX X. NETWORK RESTON
XXXXXXX, XXXXXXX NETWORK RESTON
XXXXX XXXXX, XXXX NETWORK RESTON
HOU, WEN-CHUN NETWORK RESTON
XXXXX, XXXXXX X. NETWORK RESTON
KATILIE, XXXX X. NETWORK RESTON
XXXXXX, XXX XXXXX NETWORK RESTON
XXXXX, XXXX X. NETWORK RESTON
XXXXXX, XXXXXXX X. NETWORK RESTON
XXXXXX, XXXXXX X. ENTIRE ACCESS RESTON
XXXX, XXXXXXX X. ENTIRE ACCESS RESTON
XXXXX, DRAKE DEVELOPMENT QA RESTON
XXXXX, XXXXX X. DEVELOPMENT QA RESTON
XXXXXX, XXXX X. DEVELOPMENT QA RESTON
XXXXXXXXXX, XXXXXXX DEVELOPMENT QA RESTON
XXXXXXX, XXXXXXX X. DEVELOPMENT QA RESTON
NELSON, XXXXXXXXX XXXXX DOCUMENTATION RESTON
XXXXXX, XXXX X. PRODUCT QUALITY & RELEASE DENVER
XXXXXX, XXXX XXX PRODUCT QUALITY & RELEASE DENVER
XXX, XXXXX X. PRODUCT QUALITY & RELEASE DENVER
XXX, XXXXXX PRODUCT QUALITY & RELEASE DENVER
XXXXXX, XXXXXX PRODUCT QUALITY & RELEASE DENVER
XXXXXXX, XXXXXX X. PRODUCT QUALITY & RELEASE DENVER
XXXXXX, XXXX X. PRODUCT QUALITY & RELEASE DENVER
XXXXXXXXX, XXXXX X. PRODUCT QUALITY & RELEASE DENVER
XXXX, XXXX R&D SEATTLE
XXXXX, XXXXX R&D SEATTLE
CORDOVIL, XXXXX R&D DENVER
XXXXXX, XXXXX R&D DENVER
XXX XXXXX, XXXX R&D DENVER
XXXXX, XXXX R&D DENVER
XXXXXX, XXX R&D DENVER
XXXXXX, XXXXX R&D DENVER
XXXXXXX, XXX R&D DENVER
XXXXXX, XXXXXXX R&D DENVER
EXHIBIT B
Basis of Reimbursement
----------------------
SAG shall reimburse SAGA for all costs incurred by SAGA as a result of SAGA'S
selection, hiring, failing to hire, employment or termination of Designated
Employees or otherwise related to the performance of SAGA's obligations under
this Agreement. To the extent that specific costs are identified in this
Exhibit B, reimbursement therefor shall be as provided in this Exhibit B.
1. Salaries -- Salaries shall be reimbursed at the actual rate paid to each
Designated Employee in the month paid.
2. Bonus -- Bonuses shall be accrued and reimbursed monthly based on an
aggregate annual estimate. An adjustment to account for the difference between
such estimate and the actual aggregate bonus payments shall be made in the
invoice for the month during which bonuses are paid.
3. Benefits -- Benefits shall be reimbursed at SAGA'S standard rate in effect
for the month. The rate will be applied to all salary, bonus or commission
payments made to, or accrued on behalf of, each Designated Employee.
4. Termination -- In the case of a termination of a Designated Employee, all
termination and severance costs will be paid by SAG in the month incurred.
5. Outside Labor, Contract Labor or Temporary Help -- When any such expenditures
are approved by a SAG Supervisor, the actual amount incurred shall be reimbursed
in the month incurred.
6. Office Supplies, Documentation, Printed Materials, Promotional Materials and
Advertising -- When such items are acquired or used by Designated Employees,
or media advertising is placed by Designated Employees, the actual cost thereof
shall be reimbursed in the month in which such items are so acquired, used or
placed.
7. Occupancy -- Occupancy shall be reimbursed as follows:
7.1. The cost of space in the Reston R&D Center shall be reimbursed at the
rate of $50,000 per month for the space in use as of the Effective
Date. In accordance with Section 2.1.3 of this Agreement, this space
shall be expanded or contracted only by agreement of the parties, and
if the parties agree to expand or contract such space, the parties
shall
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at that time agree to an adjustment in the applicable reimbursement
rate.
7.2. All other occupancy shall be reimbursed monthly at the standard per
head monthly cost calculated by SAGA for internal purposes. (1997
rate is $1,500 per person per month.) At SAG's request, SAGA shall
provide SAG a written statement setting forth the basis for the
calculation of such standard cost.
8. Computer, Telephone and Office Equipment Costs -- To the extent that (i)
Designated Employees require specific hardware or software other than the CMOS
machine that is the subject of Section 3.2 of this Agreement, and such specific
hardware or software is not provided by SAG, or (ii) SAGA incurs costs providing
telephone, office equipment or similar facilities to Designated Employees, the
actual costs thereof shall be reimbursed in the month in which such costs are
incurred.
9. Depreciation -- Depreciation shall be reimbursed, on a monthly basis, at
SAGA's standard rates for all capital assets used by Designated Employees.
10. Travel, Conference and Training -- Travel, conference and training
expenses incurred by Designated Employees shall be consistent with SAGA travel
policies and the actual costs thereof shall be reimbursed in the month in which
such costs are incurred.
11. Human Resources Services -- Costs of human resources services, including
such recruiting costs as the costs of advertising, outside recruiters and
applicant travel, shall be reimbursed in the month in which such costs are
incurred.
