EXHIBIT 10.53
EMPLOYEE SERVICES AGREEMENT
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THIS AGREEMENT is made as of the 1st day of August, 2001 (the "Effective
Date"), by and between Fidelity National Information Solutions, Inc., a Delaware
corporation, ("LESSEE") and Fidelity National Management Services, LLC, a
Delaware corporation ("LESSOR").
WHEREAS, LESSEE, and LESSOR have entered into a certain Management and
Support Services Agreement dated as of August 1, 2001 for the performance of
certain services (the "Services Agreement"); and
WHEREAS, pursuant to the Services Agreement, certain LESSOR employees will
provide services to LESSEE ("Leased Employees"), such Leased Employees being
identified, together with the services performed, on Exhibit A hereto; and
WHEREAS, the parties agree that in order to maintain the same relationship
between LESSEE and the Leased Employees as now exists between LESSEE and its
full-time employees, LESSEE desires to provide the Leased Employees an
opportunity to participate in LESSEE benefit plans and programs to the same
extent as do LESSEE full-time employees.
NOW, THEREFORE, the parties hereto agree as follows
1. For purposes of their activities under the Services Agreement, the
Leased Employees shall be employees of LESSEE, performing duties for the
benefit and under the direction of LESSEE. LESSEE shall have the sole right
to select individual persons as Leased Employees, to terminate the LESSEE
employment of Leased Employees and to control the LESSEE-related activities
of Leased Employees.
2. LESSEE shall have the exclusive right to set the cash compensation
level of individual Leased Employees, and shall remit funds sufficient to
cover this compensation, including payroll taxes, to LESSOR in accordance
with the payment methods provided in the Services Agreement on or before
the payment dates set forth in the Services Agreement.
3. Leased Employees shall have the right to participate in LESSEE
employee benefit plans, if any, on the same basis as other comparable
LESSEE employees.
4. Compensation in the form of FNIS stock or stock options shall be made
to Leased Employees for services rendered under the Services Agreement in
the sole and absolute discretion of FNIS.
5. LESSEE shall provide Leased Employees with a suitable workplace in
compliance with all applicable safety and health laws, regulations and
rules. LESSEE will also ensure compliance with safe work practices and use
of protective equipment, LESSEE agrees to provide the Leased Employees all
necessary information, training and safety equipment with respect to
hazardous substances. All accidents or incidents involving Leased Employees
will be reported immediately to LESSOR by LESSEE. LESSEE will cooperate
with LESSOR's xxxxxxx'x compensation carrier or private or public provider
in connection with any xxxxxxx'x compensation claim made by any Leased
Employee.
6. LESSEE agrees to release, defend, indemnify and hold LESSOR harmless
from and against any and all claims and damages of any character, nature or
kind arising from or relating in any way to the acts or omissions of the
Leased Employees in the course and within the scope of their employment
with FNIS, including without limitation any claimed violations of any
federal, state, provincial or local laws or regulations.
7. Nothing herein shall create a joint venture or partnership between
the parties and neither party shall have the power to bind the other except
as provided in the Services Agreement.
8. If either party brings a legal action or other proceeding against the
other to enforce this Agreement or because of an alleged breach, or default
in connection with the provisions hereof, the prevailing party shall be
entitled to recover its reasonable attorney's fees and other costs incurred
in such action or proceeding from the unsuccessful party in addition any
other relief to which it may be entitled.
9. Either party may terminate this Agreement on sixty (60) days' written
notice to the other party. Unless so terminated, this Agreement shall be
coterminous with the Services Agreement.
10. This Agreement may be modified by, and only by, a written amendment
executed by both parties.
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11. Nothing in this Agreement shall be deemed to amend the Services
Agreement except to the extent this Agreement is specifically inconsistent
with the Services Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by a duly authorized officer as of the date first
written above.
4050 Calle Real FIDELITY NATIONAL MANAGEMENT
Xxxxx Xxxxxxx, XX 00000 SERVICES, LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: CFO
4050 Calle Real FIDELITY NATIONAL INFORMATION
Xxxxx Xxxxxxx, XX 00000 SOLUTIONS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President, COO
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EXHIBIT A
Fidelity National Information Solutions
12/31/2001
Leased Employees (From FNF)
Name Description of Services Performed
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Xxxxxxx Xxxxx General Management
Xxxxxxx Xxxxx General Management
Xxxxxx Xxxxxxxxx Legal
Xxxxx Xxxxxxx M & A
Xxxx Xxxxxxx Accounting/Treasury/Investor Relations
Xxxxxx Xxxxx General Management
Xxxxx Xxxxxxxx Legal
Xxxxxxx Xxxx Accounting/Treasury/Investor Relations
Xxxxxxxxxxx Xxxxxxxxx General Management
Xxxx Xxxx Legal
Xxx Xxxxxx Accounting/Treasury/Investor Relations
Xxxxx Xxxxxxxxx General Management
Xxxxxx Xxxxxxxx General Management
Xxxxxx Xxxxxx Legal
Xxxxx Xxxxxx General Management
