Exhibit 10.3
S T O N E B R I D G E
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T E C H N O L O G I E S
CONSULTING SERVICES AGREEMENT
CONTRACT #IAW-MCD-D01
Services performed by Stonebridge Technologies, Inc. are governed by the
general terms and conditions attached. Agreement to the terms and conditions
is indicated by specification of the required information below and signature
of authorized agents for both Stonebridge Technologies and
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Effective Date of this Agreement: November 10th, 1999
Termination Date of this Agreement: November 9th, 2000
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CLIENT CONTRACT ADMINISTRATOR STONEBRIDGE PROJECT CONTACT
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
Address: One Capitol City Plaza Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Telephone: (▇▇▇)▇▇▇-▇▇▇▇ Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CLIENT BILLING/ACCOUNTS PAYABLE CONTACT: STONEBRIDGE CONTRACTS CONTACT
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇, CPS
Address: One Capitol City Plaza Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
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Telephone: (▇▇▇)▇▇▇-▇▇▇▇ Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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The scope of this effort is defined in the attached Statement of Work (SOW)
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Executed by Client: Executed by Stonebridge Technologies, Inc.:
Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Date: 11/12/99 Date: 12/1/99
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: EVP, IT Title: Area General Manager
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Stonebridge Technologies, Inc. Document No.: ITM-99001
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STONEBRIDGE TECHNOLOGIES, INC.
TERMS AND CONDITIONS
1. PROFESSIONAL SERVICES-
Stonebridge Technologies, Inc. ("SBTI") will provide professional services
ordered by Client under the terms and conditions of this Professional
Services Agreement (Agreement) and any relevant price list or work
order. Any changes to the Agreement shall be documented and approved by SBTI
and Client in writing and attached to the Agreement. Scheduled service
dates will be agreed upon mutually, subject to availability of SBTI
personnel.
2. INCIDENTAL EXPENSES-
For any onsite services requested by Client, shall reimburse SBTI for
actual, reasonable travel, lodging and out-of-pocket expenses incurred.
3. INVOICING AND PAYMENT-
Fees for services shall be payable when invoiced, and shall be deemed
overdue if they remain unpaid 31 days after the date of invoice. If
Client's procedures require that an invoice be submitted against a
purchase order before payment can be made, Client will be responsible for
issuing such purchase order 30 days before the payment due date.
4. ADDITIONAL FUNDING-
If this is a Time and Material contract, SBTI will notify the Client of
any requirements for additional funding as soon as the need is recognized
by SBTI.
5. PERIOD PERFORMANCE-
Period of performance shall be as defined in the Statement of Work.
6. CLIENT OBLIGATIONS-
Client assets or equipment shall be available per the agreed upon
schedule. Should the Client not be able to meet the agreed upon
commitments- the schedule and cost shall be adjusted accordingly.
7. CHANGES IN SCOPE-
Any changes in scope shall be mutually agreed upon Prior to commencement
of the change. This includes the required changes in funding and
schedule. SBTI will provide an estimate for the change in a timely manner
and the Client shall approve or disapprove this change in a timely manner.
8. TAXES-
The fees quoted do not include taxes. If STBI is required to pay any
federal, state or local taxes based on the services provided under
this Agreement, such taxes, except taxes based on SBTI's income, shall
be billed to and paid by Client.
9. RIGHTS TO DEVELOPMENTS-
All deliverables under this Agreement shall be considered
works-made-for-hire ("Deliverables") and all ownership rights relating to
the Deliverables shall vest in Client. Immediately upon the transfer of
all of the rights of ownership of the Deliverables from SBTI to Client
shall, and does hereby, grant SBTI a perpetual, non-exclusive, royalty-free,
transferrable license to keep and use copies of the Deliverables, in any
way SBTI may determine, including to develop, use, market, and license
any software or data processing material created or used by SBTI in the
course of its development of the Deliverables, provided however, nothing
herein shall be construed to grant SBTI and right or license to use the
confidential, proprietary information of Client.
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Stonebridge Technologies, Inc. Document No.: ITM-9901
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10. WARRANTY-
SBTI warrants that its services hereunder will be of a professional quality
conforming to generally accepted industry standards and practices. Should
any modifications be made to product or services provided by SBTI that are
not authorized and executed by SBTI or the original manufacturer shall void
the warranty.
11. LIMITATIONS ON WARRANTY-
The warranty above is exclusive and in lieu of all other warranties,
whether express or implied, including the implied warranties of
merchantability and fitness for a particular purpose. The stated warranty
is valid for a period of ninety (90) days from the date of task completion.
12. EXCLUSIVE REMEDY-
For any breach of the above warranty, Client's exclusive remedy, and
SBTI's entire liability, shall be the reperformance of the services. In
order to receive warranty remedies, deficiencies in the services must be
reported to SBTI in writing within 90 days of completion of those services.
If SBTI is unable to perform the services as warranted within 45 days after
notification, Client shall be entitled to recover the fees paid to SBTI for
such deficient services. This constitutes the sole liability of SBTI.
13. TERMINATION OF AGREEMENT-
Either party can terminate this Agreement without cause upon thirty (30)
days prior written notice to the other party. Either party can terminate
this Agreement for cause if either party considers the other party is not
performing its obligations according to this Agreement and provides written
notice to the other party of such non-performance. The party receiving such
written notice will have fifteen (15) days from the date of notice receipt
to correct the situation. If this situation is not corrected, the
Agreement can be terminated immediately upon written notice. Client is
obligated and agrees to pay for services provided through the date of
termination.
14. DELAY
Should the Client delay the Start of the contract, or should the contract
be terminated without proper notice, the Client agrees to pay for 10 days
of the assigned SBTI employee's daily rate. Should the contract commence
prior to the 10 day period, the Client will be billed only for the idle
days and not for the full 10 days.
15. SBTI PERSONNEL-
SBTI warrants that all associates sent to the Client facility will act in
accordance with good business ethics and behaviors. Additionally, SBTI will
ensure that all personnel assigned to the Client will be fully qualified
to perform the task contracted for. If for any reason the Client feels that
the SBTI representative is not technically qualified, SBTI will investigate
the claim and provide substitute personnel to the Client at no additional
cost. If the Client request an SBTI representative be replaced for any
reason other than job performance, a cost may be incurred. This cost will
be mutually agreed to at the time.
16. FORCE MAJEURE-
Neither party shall be responsible for any failure to perform or delay in
performing any of its obligations under this Agreement where and to the
extent that such failure or delay results from causes outside the
reasonable control of the party. Such causes shall include, without
limitation, Acts of God or of the public enemy, acts of the government in
either its sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, freight embargoes, civil commotions, or the like.
Notwithstanding the above, strikes and labor disputes shall not constitute
an excusable delay for either party under this Agreement. Further, the
passage of time, especially the change from the year 1999 to the year 2000
and the year 2000 to the year 2001, will not constitute a force majeure
event.
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Stonebridge Technologies, Inc. Document No.: ITM-9901
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STONEBRIDGE TECHNOLOGIES, INC.
17. NON-SOLICITATION OF EMPLOYEES.
Client agrees not to solicit, offer or promise employment or employ any
SBTI personnel during and for a period of one (1) year following termination
of this Agreement for any reason, unless written consent is received from
SBTI. In the event an employee is solicited or hired in violation of this
agreement, Client shall promptly pay to SBTI 30% of the employee's yearly
compensation for expenses associated with replacing and training a new
employee.
18. LIMITATION OF LIABILITY.
In no event shall either party be liable for any indirect, incidental,
special or consequential damages, including loss of profits, revenues, data,
or use, incurred by either party or any third party, whether in an action in
contract or tort, even if the other party or any other person has been
advised of the possibility of such damages. SBTI's liability for damages
hereunder shall in no event exceed the amount of fees paid by Client under
this Agreement for the relevant services.
19. INDEMNIFICATION.
Client shall indemnify and hold SBTI harmless against any and all third
party claims, costs, expenses, losses and liabilities claimed by third
parties, arising out of the products or services referenced in this
Agreement.
20. NONDISCLOSURE.
By virtue of this Agreement, the parties may have access to information
that is confidential to one another ("Confidential Information").
Confidential Information shall be limited to the Programs Developments
which are created as part of this agreement, and all information clearly
marked as confidential. The parties agree both during the term of this
Agreement and for a period of two years after termination, for any reason,
of this Agreement and of all work orders hereunder, to hold each other's
Confidential Information in strict confidence. The parties agree not to make
each other's Confidential Information available in any form to any third
party or to use each other's Confidential Information for any purpose other
than the performance of this Agreement. Each party agrees to take all
reasonable steps to ensure that Confidential information is not disclosed or
distributed in violation of the provisions of this Agreement.
21. NOTICE.
Any notice required or permitted to be given by one party to the other
shall be deemed to be given when notice is mailed via certified mail with
the United States Postal Service with sufficient postage prepaid, addressed
to respective party to whom notice is intended at the address specified
above in this Agreement.
22. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Texas, and
shall be deemed to be executed Texas. Any dispute arising out of or
relating to this Agreement shall be determined by a federal or state
court in the County, City and State of Dallas, Texas, and in no other
forum. The parties hereby submit to the jurisdiction of such courts.
23. SEVERABILITY.
If any provision of this Agreement is held by final judgment of a court of
competent jurisdiction to be invalid illegal or unenforceable, such
invalid, illegal or unenforceable provision shall be severed from the
remainder of this Agreement, and the remainder of this Agreement shall be
enforced. In addition, the invalid, illegal or unenforceable provision
shall be deemed to be automatically modified, and, as so modified, to be
included in this Agreement, such modification being made to the minimum
extent necessary to render the provision valid, legal and enforceable.
Notwithstanding the foregoing, however, if the severed or modified
provision concerns all or a portion of the essential consideration to be
delivered under this Agreement by one party to the other, the remaining
provision of this Agreement shall also be modified to the extent
necessary to equitably adjust the parties' respective rights and
obligations hereunder.
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Stonebridge Technologies, Inc. Document No.: ITM-9901
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STONEBRIDGE TECHNOLOGIES, INC.
24. ENTIRE AGREEMENT.
This Agreement constitutes the complete agreement between the parties and
supersedes all previous agreements or representations, written or oral,
with respect to the services and developments described herein. This
Agreement may to be modified or amended except in writing signed by a
duly authorized representative of each party. This Agreement may be
executed in counterparts. Facsimile transmissions of the signature page
shall be binding upon the parties.
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