Exhibit 10.2
Equipment Service Agreement
between
TechForce Corporation
("TechForce")
and
General Electric Service Management Group
("Customer")
Dated: October 12, 1997
1. This Agreement is between TechForce Corporation ("TechForce"), with its
principal offices at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, and General
Electric Service Management Group ("GE"), with its principal offices at
Appliance Park, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
2. Whereas, GE wishes to engage TechForce to provide on-site maintenance and
parts procurement services to GE's warranty customers.
3. Now, Therefore, in consideration of the mutual rights and obligations
contained herein, the parties agree as follows:
4. TERM. This Agreement shall be effective on the date set forth above and
shall continue for a period of two (2) years and thereafter on a year to
year basis until either party terminates this Agreement at the end of the
original term or any one year extension thereof upon not less than ninety
(90) days prior written notice to the other party. Both parties agree that
the pricing shown in Appendix A is to be reviewed after ninety (90) days
and may be adjusted by mutual agreement of both parties.
5. PROGRAM(S). GE will offer various extended warranty service packages to
customers who purchase personal computers and personal computer peripherals
(the "Equipment") from authorized warranty distributors. Services rendered
by TechForce will be in support of these extended warranty programs.
6. CHARGES FOR SERVICES. Prices for services rendered by TechForce pursuant
to this Agreement are set forth in Appendix A, which is attached hereto and
made a part hereof. GE agrees to pay TechForce for services rendered in
accordance with Appendix A. TechForce shall provide a weekly invoice to GE
for all services rendered by TechForce during the preceding week. GE
agrees to pay such invoice by within fifty five (55) days after receipt of
the invoice. Any past due amounts shall accrue interest at the rate of one
percent (1%) per month or any portion thereof.
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September 26, 1997
7. TECHFORCE OBLIGATIONS ("the Work"). With respect to each GE customers,
TechForce agrees to provide the following services:
a) On-Site Maintenance: TechForce will provide on-site repair
services to GE customers upon receipt of a service dispatch
from GE. TechForce will follow the guidelines defined in the
Statement of Work (Appendix A).
b) Parts Procurement: TechForce will procure the parts required to
successfully complete the repair as provided by GE's Help Desk.
8. GE OBLIGATIONS. GE agrees to perform each of the following obligations:
a) Help Desk Support: GE (or agent acting on GE's behalf) shall
perform telephone diagnostics, isolate to the best of its
ability the failing component of the Equipment.
b) Dispatch Service: Upon completing diagnosis, GE will transmit
a work order to TechForce to perform activities described in
Section 7. GE will provide sufficient information for TechForce
to contact the end-user, procure parts, schedule and perform
TechForce Obligations. Both GE and TechForce will agree on the
transmission media (for example, fax, e-mail, EDI transfer) and
the specific information required to perform the Work.
9. INDEPENDENT CONTRACTORS. This Agreement does not constitute or appoint
either party as an agent for the other party. The relationship of the
parties at all times shall remain that of independent contractors. No
partnership, joint venture or other arrangement other than independent
contractors is intended hereby.
10. INDEMNITY. Each party hereby indemnifies and holds harmless the other
party for all actions, claims, demands, proceedings, damages and expenses
arising out of negligence or willful misconduct of the indemnifying
party. In the event that either party becomes aware of any action or
circumstances which will result in such party seeking indemnification from
the other party pursuant to this Section 10, the party seeking
indemnification shall promptly notify the other party of such circumstances
and cooperate fully in the defense thereof. The indemnifying party shall
obtain control of all proceedings at the indemnifying parties sole expense
The indemnified party may obtain counsel and participate in all proceeding
at the indemnified party's expense.
11. INSURANCE. Each party agrees to obtain general liability insurance in an
amount not less than $1,000,000 per occurrence with an aggregate limitation
of not less than $2,000,000. Additionally, TechForce agrees to obtain
property damage insurance in an amount of $1,000,000 per occurrence with an
aggregate limitation of not less than $2,000,000. Each party agrees to
provide the other
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September 26, 1997
party with a certificate of insurance evidencing compliance with this
Section 11 upon request of the other party.
12. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
FOR CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER SPECIAL DAMAGES OF ANY
NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS AND LOSS OF BUSINESS
VOLUME, WHETHER OR NOT SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF
THE SAME, EXCEPT IN THE CASE OF DAMAGES RESULTING FROM THE WILFUL AND
INTENTIONAL CONDUCT OF THE OTHER PARTY.
13. DEFAULT AND REMEDIES. In the event that either party fails to perform any
obligation set forth in this Agreement, and such failure continues for a
period of thirty (30) days following the receipt by the breaching party of
written notice specifying such breach, the non-breaching party shall have
the right to do any or all of the following: (a) terminate this Agreement
immediately upon expiration of the 30 day cure period, (b) whether or not
this Agreement has been terminated, commence an action against the
breaching party to collect damages for the breach, and (c) in the case of
GE only, obtain an alternative service provider to perform the services
required of TechForce herein. In all events, each party will use its
reasonable efforts to mitigate the damages of the other party. All
remedies provided for in this Section 13 are intended to be cumulative and
in addition to all rights and remedies available at law and in equity.
14. ASSIGNMENT AND SUBCONTRACTING. Neither party may assign this Agreement
without the prior written consent of the other party which will not be
unreasonably delayed or withheld. TechForce may subcontract services
provided for under this Agreement, but in all event shall remain obligated
for the performance thereof.
15. REPORTING. TechForce agrees to provide reports to GE regarding activities,
quality of service and program performance as mutually agreed by GE and
TechForce. TechForce further agrees to provide reasonable additional
information to GE upon request. GE will provide such additional reasonable
information as TechForce may request.
CONFIDENTIAL - DRAFT
September 26, 1997