EXHIBIT 10.2
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is made and entered
into effective as of this 26TH day of July, 2000 by and between META Group, Inc,
a company incorporated under the laws of the State of Delaware, having its
principal offices at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("META") and
Xxxxxxx Associates of Englewood, Colorado, having its principal offices at
0000-X Xxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 ("Consultant")
WHEREAS META Group is engaged in the business of gathering, analyzing,
and developing market research and technical evaluations regarding computers and
computer software, telecommunications equipment and software and other
electronic information processing equipment technologies, incorporating such
evaluations in publications, and providing to clients related consultations,
opinions and advisory services, and markets subscriptions to its publications
and access to its personnel for consultation relative to the matters which are
the subject of the subscription; and
WHEREAS Consultant represents that he possesses the background and
technical
expertise to provide services to META Group Consulting as further
defined below; and
WHEREAS META Group and the Consultant desire to enter into an Agreement
whereby Consultant shall provide consultation services as defined below.
NOW THEREFORE, in consideration of the mutual promises and undertakings
of the parties hereinafter set forth, it is agreed as follows:
CONSULTANT'S OBLIGATIONS. The responsibilities of Consultant include,
but are not limited to.
a) performing the search and analysis necessary to find
and present candidates to Senior META management to
replace the current CFO.
b) working with CEO to define organizational
deficiencies and propose a revised organization
structure.
c) becoming thoroughly knowledgeable of META's policies
and procedures and approach to providing consultation
to existing clients; and
d) providing regular status reports to the CEO of META
and perform additional objectives as defined.
TERM OF AGREEMENT. The term of this Agreement shall be for a period of not less
than 3 months but in no case shall this agreement extend beyond December 31,
2000. Consultant will be available to provide no less than 12 full (8 hour)
business days of his services, as required.
COMPENSATION. CONSULTANT SHALL RECEIVE A FIXED PAYMENT OF $58,000.00, AS TOTAL
COMPENSATION FOR ALL SERVICES RENDERED TO META GROUP CONSULTING'S PRACTICE UNDER
THIS AGREEMENT. CONSULTANT WILL BE PAID IN ACCORDANCE WITH THE SUBMISSION OF
APPROVED INVOICES.
1. Consultant shall be solely responsible for all taxes (including
employment and social taxes) due to any governmental authorities on
account of the performance of his obligations under the terms of
this Agreement. Consultant agrees to save and hold harmless META
from any claims by any governmental authority on account of such
taxes.
2. Consultant will not be eligible for or receive any medical, life,
dental or long-term
disability insurance, holiday or vacation pay, retirement benefits,
or any other fringe benefit under programs including stock purchase
plans, maintained by META Group for its employees.
3. The cost and expense of Consultant's activities under this Agreement
for any facilities, equipment or insurance furnished or maintained
by him in connection herewith, shall be borne by Consultant, except
that he will be reimbursed for expenses incurred on behalf of META
Group in accordance with META Group's policies.
4. Consultant shall hold harmless and indemnify META Group from any and
all liability, cost, damages, expenses and attorneys' fees resulting
from or attributable to any claims arising out of the use of any
motor vehicle or any facility or equipment owned or rented by
Consultant in the course of providing services to META Group
pursuant to this agreement.
5. If Consultant maintains and uses telephone and other facilities and
equipment (such as reference gooks, office equipment, and supplies,)
reasonable needed in connection with his consulting services under
this Agreement, META Group shall reimburse Consultant's expense upon
presentation and approval of an expense report in accordance with
Company policy
6. In the performance of this Agreement, Contractor warrants that all
technical, commercial and other information which is furnished or
disclosed by META Group (including but not limited to, information
regarding META Group's organization, personnel, business activities,
customers, subscribers, policies, assets, finances, costs, sales,
technology rights, obligations, liabilities and strategies
(hereinafter "Information")), will be regarded as confidential
and/or proprietary to META Group and will be treated as such by
Representative.
Consultant will hold this Information in confidence and not
disclose or use, any such Information, and it will treat such Information
with the same degree of care and confidentiality as Consultant accords its
own confidential and proprietary information, provided, however, that
Consultant shall not have any such obligation with respect to Information
which is contained in a publication available to the general public, is or
becomes publicly known through no wrongful act or omission of Consultant, or
is known by Consultant without any proprietary restriction by META Group
prior to the time of receipt of such Information from META Group
All such Information furnished to Consultant by META Group,
unless otherwise
specified in writing, shall remain the property of META Group and, at the
termination of this Agreement shall be returned to META Group, together with
any and all copies made thereof and any notes made therefrom (except for
documents submitted to a governmental agency with the consent of META Group
or upon subpoena and which cannot be retrieved with reasonable effort) In the
case of oral or written Information furnished to Consultant by META Group,
which shall have been reduced to or incorporated in writings by Consultant,
any and all documents of Consultant describing, analyzing or otherwise
containing such Information furnished by META Group shall be destroyed upon
request. Consultant shall confirm in writing to META that he had complied
with any such request
7. In the event either party commits a material breach of any terms of
this Agreement, the other party shall have the right to terminate this Agreement
upon fifteen (15) calendar days' written notice unless such breach is cured
within such period. The party terminating the Agreement may hold the other party
committing the breach liable for damages
8. This Agreement constitutes the entire Agreement and understanding
between the parties and shall not be modified, altered, changed or amended in
respect unless in writing and
signed by both parties. This Agreement supersedes any Agreement heretofore
entered into between the parties hereto.
9. This Agreement and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State of
Connecticut, United States of America. No waiver by either party at any time
of any breach by the other party or compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or any prior or subsequent time
10. The parties intend to create by this Agreement an independent
contractor relationship, and not an employer-employee relationship.
Consultant shall not be considered an employee of META Group at any time,
under any circumstances, or for any purpose Neither party is the agent of the
other and neither party shall have the right to bind the other by contract or
otherwise, except as herein specifically provided.
11. ARBITRATION. Any and all disputes involving the interpretation
or claimed breach of this Agreement shall be fully and finally resolved in
arbitration under the Commercial Arbitration
Rules of the American Arbitration Association. Any claim or arbitration shall
be filed with the American Arbitration Association in Hartford, Connecticut
in accordance with its rules, but no later than 30 days following the alleged
breach or 30 days following knowledge of the alleged dispute. The arbitration
hearing shall be conducted in the Stamford, Connecticut area. The decision
made pursuant to such arbitration shall be binding and conclusive upon all
parties involved, and judgment upon such decision may be entered into any
court of competent jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 27th
day of July, 2000
CONSULTANT META Group
/s/ Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxxxx
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