Cayenta Inc Sample Contracts

Cayenta Inc – SOFTWARE LICENSE AGREEMENT (August 8th, 2000)

EXHIBIT 10.16 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") entered on September 23, 1998 by and between ASSIST CORNERSTONE TECHNOLOGIES, INC., ("ASSIST") and 800.COM, Inc., ("LICENSEE"). RECITALS WHEREAS, ASSIST owns and desires to license its computer software and related documentation; and WHEREAS, LICENSEE desires to obtain a non-exclusive license to use ASSIST'S computer software and related documentation. NOW, THEREFORE, the parties intending to be legally bound agree as follows:

Cayenta Inc – LIMITED LIABILITY COMPANY AGREEMENT (August 8th, 2000)

EXHIBIT 2.6 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 LIMITED LIABILITY COMPANY AGREEMENT OF SOLIANCE NETWORKS, LLC Dated as of August 25, 1999 THIS LIMITED LIABILITY COMPANY AGREEMENT of SOLIANCE NETWORKS, LLC a Delaware limited liability company (the "Company"), is made and effective as of August 25, 1999, among Sempra Energy Information Solutions, a California corporation ("SEIS"), Modis, Inc., a Florida corporation ("Modis"), and Cayenta.com, a Delaware corporation, ("Cayenta") (SEIS, Modis an

Cayenta Inc – AGREEMENT (May 5th, 2000)

Confidential Treatment Requested under 17 C.F.R. Sections 200.80 (B)(4), 200.83 and 230.406 CONTRACT NO. 5600001843 AGREEMENT FOR TECHNICAL SERVICES BETWEEN SEMPRA ENERGY AND CAYENTA.COM FOR INFORMATION TECHNOLOGY CONSULTING SERVICES TABLE OF CONTENTS ARTICLE...................................................................PAGE ------- ----

Cayenta Inc – AGREEMENT (May 5th, 2000)

Confidential Treatment Requested under 17 C.F.R. Sections 200.80 (B)(4), 200.83 and 230.406 CONTRACT NO. 5600001842 AGREEMENT FOR TECHNICAL SERVICES BETWEEN SEMPRA ENERGY AND CAYENTA.COM FOR INFORMATION TECHNOLOGY CONSULTING SERVICES TABLE OF CONTENTS ARTICLE.........................................................PAGE 1. SCOPE..........................................................1 2. COMMENCEMENT AND COMPLETION OF WORK............................1 3. REPRESENTATIVES..

Cayenta Inc – OFFICE LEASE (May 5th, 2000)

-------------------------------------------------------------------------------- PACIFIC CORPORATE CENTER OFFICE LEASE BETWEEN TIPAC-I, LP, A CALIFORNIA LIMITED PARTNERSHIP (LANDLORD) AND CAYENTA, INC., A DELAWARE CORPORATION (TENANT) DATE: JANUARY 14, 2000 -------------------------------------------------------------------------------- TABLE OF CONTENTS SUBJECT MATTER PAGE Article 1 PROJECT, BUILDINGS, AND PREMISES 1 Article 2 SUBS

Cayenta Inc – TOTAL SERVICE PROVIDER SERVICES AND LICENSE AGREEMENT (May 5th, 2000)

EXHIBIT 10.25 Confidential Treatment Requested under 17 C.F.R. Sections 200.80(B)(4), 200.83 and 230.406 CAYENTA, INC. TOTAL SERVICE PROVIDER SERVICES AND LICENSE AGREEMENT This TOTAL SERVICE PROVIDER SERVICES AND LICENSE AGREEMENT (the "Agreement"), is made this 30th day of March, 2000, (the "Consulting Effective Date") by and between CAYENTA, INC. ("CAYENTA"), a Delaware corporation with its principal place of business at 225 Broadway, Ste. 1500, San Diego, CA 92101, and Healthwell.com, a division of Penton Media, Inc. ("CLIENT"), a Delaware corporation with offices at 1401 Pearl Street, Suite 200, Boulder, Colorado 80302. RECITALS CAYENTA is a total service provider engaged in t

Cayenta Inc – STRATEGIC ALLIANCE AGREEMENT (March 31st, 2000)

Exhibit 10.26 STRATEGIC ALLIANCE AGREEMENT BETWEEN PENTON MEDIA, INC. AND CAYENTA, INC. DATED AS OF MARCH 30, 2000 TABLE OF CONTENTS Page ---- 1. Marketing Opportunities.......................................2 2. Future E-Commerce Projects....................................2 3. Strategic Framework...........................................2 4. Promotion of Penton Products..................................2 5. Confidentiality...............................................2 6. Intellectual Property

Cayenta Inc – TAX ALLOCATION AGREEMENT (March 31st, 2000)

Exhibit 10.19 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is entered into as of March 29, 2000 (the "EFFECTIVE DATE") between THE TITAN CORPORATION, a Delaware corporation ("TITAN"), its Affiliates, and CAYENTA, INC., a Delaware corporation ("CAYENTA"). WITNESSETH: WHEREAS, Titan is the common parent of an affiliated group of corporations which includes Cayenta and its subsidiaries (the "TITAN GROUP"); WHEREAS, the Titan Group currently files a consolidated federal income tax return and desires to continue to file a consolidated federal income tax return and consolidated or combined income tax returns where allowed by law; and WHEREAS, the Titan Group desires to preserve the economic rights and privileges which would accrue to each from the filing of separate federal and state income tax returns and,

Cayenta Inc – CORPORATE SERVICES AGREEMENT (March 31st, 2000)

Exhibit 10.20 CORPORATE SERVICES AGREEMENT This CORPORATE SERVICES AGREEMENT (the "Agreement"), is effective as of March 29, 2000 (the "Effective Date"), by and between THE TITAN CORPORATION, a Delaware corporation ("Titan") and CAYENTA, INC., a Delaware corporation (the "Company"). RECITALS WHEREAS, Titan is the common parent of an affiliated group of corporations which includes the Company (the "Titan Group"); WHEREAS, Titan is the principal stockholder of the Company and the Company has become a member of the Titan Group; WHEREAS, the Company and its majority-owned subsidiaries require certain administrative support in the conduct of its business; and WHEREAS, Titan wishes to offer and provide such support to the Company, and the Company wishes to accept such support, upon the terms and conditions se

Cayenta Inc – FACILITIES AGREEMENT (March 31st, 2000)

Exhibit 10.21 FACILITIES AGREEMENT This Facilities Agreement (the "Agreement") is entered into as of March 29, 2000, between The Titan Corporation, a Delaware corporation ("Titan"), and Cayenta, Inc., a Delaware corporation, and majority-owned subsidiary of Titan (the "Company"). RECITALS WHEREAS, Titan has entered into that certain deed of lease (hereinafter collectively called the "Master Lease"), dated January 19, 1993, between USAA Real Estate Limited Partnership, as Landlord (hereinafter called "Landlord") and Titan, covering premises including portions of the building located at 1900 Campus Commons Drive, Reston, Virginia, as set forth in the Master Lease (the "Master Premises"). A copy of the Master Lease and its amendments, which Titan represents to the Company to be true and complete, are attached hereto as Exhibit A an

Cayenta Inc – CAYENTA, INC. NONSTATUTORY STOCK OPTION PLAN (March 31st, 2000)

Exhibit 10.28 CAYENTA, INC. NONSTATUTORY STOCK OPTION PLAN ADOPTED DECEMBER 27, 1999 APPROVED BY STOCKHOLDERS DECEMBER 27, 1999 TERMINATION DATE: SEPTEMBER 16, 2007 1. PURPOSES. (a) ELIGIBLE STOCK OPTIONS. The persons eligible to receive Options are the Officers and Directors of the Company and its Affiliates. (b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a means by which eligible recipients of Options may be given an opportunity to benefit from increases in value of the Class A Common Stock through the granting of the Options. (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Options, to secure and retain the services of new members of this group and to provide incentives for such persons to exert

Cayenta Inc – INVESTOR RIGHTS AGREEMENT (March 31st, 2000)

Exhibit 10.27 CAYENTA, INC. INVESTOR RIGHTS AGREEMENT MARCH 30, 2000 CAYENTA, INC. INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 30th day of March 2000, by and among CAYENTA, INC., a Delaware corporation (the "Company"), THE TITAN CORPORATION, a Delaware corporation ("Titan"), and PENTON MEDIA, INC., an Ohio corporation ("Stockholder"). RECITALS WHEREAS, the Company proposes to issue up to two hundred and fifty thousand (250,000) shares of its Class A Common Stock to the Stockholder pursuant to a Class A Common Stock Purchase Agreement by and among the Company and the Stockholder (the "Stock Purchase Agreement"); and

Cayenta Inc – ASSET PURCHASE AGREEMENT (January 19th, 2000)

ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 1, 1999, BY AND AMONG TRANSNATIONAL PARTNERS II, LLC, TITAN SOFTWARE SYSTEMS CORPORATION AND THE TITAN CORPORATION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the "Agreement") is effective as of January 1, 1999, by and among Transnational Partners II, LLC, a California limited liability company ("Seller"), the members of Seller (collectively, "Members"), Titan Software Systems Corporation, a Delaware corporation ("Buyer"), and The Titan Corporation, a Delaware corporation ("Titan"). A. Seller is engaged in the business of large scale systems integration and the provision of strategic information and management consulting services (the "Business"), with its

Cayenta Inc – LIMITED LIABILITY COMPANY AGREEMENT (January 19th, 2000)

EXHIBIT 2.6 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 LIMITED LIABILITY COMPANY AGREEMENT OF SOLIANCE NETWORKS, LLC Dated as of August 25, 1999 THIS LIMITED LIABILITY COMPANY AGREEMENT of SOLIANCE NETWORKS, LLC a Delaware limited liability company (the "Company"), is made and effective as of August 25, 1999, among Sempra Energy Information Solutions, a California corporation ("SEIS"), Modis, Inc., a Florida corporation ("Modis"), and Cayenta.com, a Delaware corporation, ("Cayenta") (SEIS, Modis an

Cayenta Inc – SOFTWARE LICENSE AGREEMENT (January 19th, 2000)

***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") entered on September 23, 1998 by and between ASSIST CORNERSTONE TECHNOLOGIES, INC., ("ASSIST") and 800.COM, Inc., ("LICENSEE"). RECITALS WHEREAS, ASSIST owns and desires to license its computer software and related documentation; and WHEREAS, LICENSEE desires to obtain a non-exclusive license to use ASSIST'S computer software and related documentation. NOW, THEREFORE, the parties intending to be legally bound agree as follows: 1. DEFINITIONS. When used in this Agreement, these terms shall have the follo

Cayenta Inc – STOCK PURCHASE AGREEMENT (January 19th, 2000)

=============================================================================== STOCK PURCHASE AGREEMENT among: CAYENTA.COM, INC. a Delaware corporation; SFG TECHNOLOGIES, INC. a corporation organized and existing under the laws of British Columbia, Canada; and [SECURITYHOLDERS] --------------- Dated as of December , 1999 -- --------------- =============================================================================== STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into on December 22, 1999 and among CAYENTA.C

Cayenta Inc – AGREEMENT (January 19th, 2000)

Contract No. C 9812 29081 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 AGREEMENT for Consulting Services between Sempra Energy Information Solutions, LLC and Transnational Partners II, LLC Acknowledgment Copy TABLE OF CONTENTS ARTICLE PAGE -------

Cayenta Inc – AGREEMENT (January 19th, 2000)

EXHIBIT 10.24 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)(4), 200.83 and 230.406 Contract No. ____________________ AGREEMENT for TECHNICAL SERVICES between ENOVA CORPORATION and TRANSNATIONAL PARTNERS, II for BUILDING CENTER OF EXCELLENCE TABLE OF CONTENTS

Cayenta Inc – SUBCONTRACT AGREEMENT (January 19th, 2000)

Exhibit 10.18 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)(4), 200.83 and 230.406 [TITAN LOGO] SUBCONTRACT AGREEMENT TSS-006-G060-99, ITD 57 This Agreement is entered into as of 23 March 1999 between, Cap Gemini America LLC ("Subcontractor") with its principal place of business at 1114 Avenue of the Americas, 29th Floor, New York, New York 10036 and Titan Software Systems Corporation ("Prime Contractor"), with its principal place of business at 1900 Campus Commons Drive, Suite 660, Reston, VA 20191. WHEREAS, Prime Contractor has entered into an Agreement to provide Assessment, Remediation and Testing of

Cayenta Inc – MANAGEMENT SERVICES AGREEMENT (January 19th, 2000)

CAYENTA.COM MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made and effective as of August 25, 1999, between CAYENTA.COM ("Provider"), and SOLIANCE NETWORKS, a Delaware limited liability company (the "Company"). (Each of the Provider and the Company are referred to herein as a "Party" and collectively as the "Parties"). WHEREAS, the Company has been formed as a limited liability company, and the Members of the Company have entered into a limited liability company agreement dated as of the date hereof (the "Limited Liability Company Agreement"); and WHEREAS, the Limited Liability Company Agreement provides that Provider and the Company shall enter into an agreement pursuant to which Provider will provide certain corporate services to the Company; and capitalized terms used but not defined herein shall have the respective meanings set forth in the Limited Liability Com

Cayenta Inc – INVESTOR RIGHTS AGREEMENT (December 29th, 1999)

EXHIBIT 10.1 CAYENTA.COM, INC. INVESTOR RIGHTS AGREEMENT DECEMBER 13, 1999 CAYENTA.COM, INC. INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the ____ day of December, 1999, by and among Cayenta.com, Inc., a Delaware corporation (the "Company"), The Titan Corporation, a Delaware corporation ("Titan"), and certain holders of the Company's Class A Common Stock set forth on Exhibit A hereto. The holders of the Cayenta Stock set forth on Exhibit A shall be referred to hereinafter as the "Stockholders" and each individually as a "Stockholder." RECITALS WHEREAS, the Company proposes to issue up to five hundred sixteen thousand four hundred fifty-eight (516,4

Cayenta Inc – STOCK EXCHANGE AND STOCK PURCHASE AGREEMENT (December 29th, 1999)

EXHIBIT 2.3 STOCK EXCHANGE AND STOCK PURCHASE AGREEMENT THIS STOCK EXCHANGE AND STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of December 7, 1999, by and among CAYENTA.COM, INC., a Delaware corporation ("CAYENTA"), CAYENTA OPERATING COMPANY, a Delaware corporation ("CAYENTA SUB"), THE TITAN CORPORATION, a Delaware corporation ("TITAN"), ASSIST CORNERSTONE TECHNOLOGIES, INC., a Utah corporation ("ASSIST" or the "COMPANY"), and the following parties (the "SELLING SHAREHOLDERS"): SCOTT E. PYNES, JERRY L. MCMILLAN, KENNETH R. SAWYER, ANDREAS SEEMULLER, HENRY J. EYRING, VERN R. CHRISTENSEN, GREGORY C. ESTY, BATCHELDER & PARTNERS, INC., E. SCOTT ANDERSON, GUY M. CAMERON, MARNIE NUTTALL-MARTINEZ, RANDALL CROCKER, PAUL SCHWEET, STUART CLIFTON, MARK S. HOWLETT, C. BURTON STOHL, MARLON R. BERRETT AND PACIFIC MEZZANINE FUND, LP. Certain capitalized terms used in this Agreement are defined on Exhibit A.

Cayenta Inc – CERTIFICATE OF INCORPORATION (December 29th, 1999)

CERTIFICATE OF INCORPORATION OF CAYENTA.COM, INC. The undersigned, a natural person (the "SOLE INCORPORATOR"), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: I. The name of this corporation is CAYENTA.COM, INC. II. The address of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, County of Dover and the name of the registered agent of the corporation in the State of Delaware at such address is the Corporate Service Company. III. The purpose of this corporation is to engage in any lawful act or activity for which a cor

Cayenta Inc – OFFICE SPACE LEASE (December 29th, 1999)

=============================================================================== OFFICE SPACE LEASE between SAN DIEGO 225 RPFIII LIMITED LIABILITY COMPANY as LANDLORD and THE TITAN CORPORATION, a Delaware corporation as TENANT =============================================================================== TABLE OF CONTENTS PAGE 1. BASIC LEASE PROVISIONS ......................................... 1 1.1 Parties ................................................... 1 1.2 Building .................................................. 1 1.3 Premises: ................................................. 1 1

Cayenta Inc – CONTRIBUTION AGREEMENT (December 29th, 1999)

EXHIBIT 2.5 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT ("AGREEMENT") is entered into as of December 7, 1999 among THE TITAN CORPORATION a Delaware corporation ("Titan"), CAYENTA.COM, INC., a Delaware corporation ("Company"), GENE RAY, an individual, and TRANSNATIONAL PARTNERS II, LLC, a limited liability company ("TNP") (Titan, Gene Ray and TNP shall sometimes be referred to herein individually as a "CONTRIBUTOR" and collectively as the "CONTRIBUTORS"). WHEREAS, Titan, Gene Ray and TNP have agreed to form the Company in order to transfer certain assets and property of Titan now used in connection with the business of Cayenta.com, Inc. (which shall change its name to Cayenta Operating Company prior to the Closing) to the Company in exchange for shares of capital stock of the Company and in order to facilitate the concurrent acquisition of certain shares of Ass

Cayenta Inc – SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES (December 29th, 1999)

SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES MASTER PLAN DOCUMENT SEPTEMBER 1, 1990 AS AMENDED JANUARY 1, 1994 TABLE OF CONTENTS PAGE ---- Purpose ..................................................................... 1 Article 1 - DEFINITIONS ..................................................... 1 Article 2 - ELIGIBILITY ..................................................... 3 2.1 Selection By Committee .................................................. 3 2.2 Enrollment Requirements ................................................. 3 Article 3 - DEFERRAL COMMITMENTS ...................

Cayenta Inc – 1997 STOCK OPTION PLAN (December 29th, 1999)

TITAN SOFTWARE SYSTEMS CORPORATION 1997 STOCK OPTION PLAN ADOPTED SEPTEMBER 16, 1997 APPROVED BY SOLE SHAREHOLDER SEPTEMBER 16, 1997 1. PURPOSES. (a) The purpose of the Plan is to provide a means by which selected Employees, Directors and Consultants of the Company and any Affiliate may be given an opportunity to benefit from increases in value of the common stock of the Company ("Common Stock") through the granting of (i) Incentive Stock Options and (ii) Nonstatutory Stock Options. (b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees, Directors or Consultants of the Company, to secure and retain the services of new Employees, Directors and Consultants of the Company and any Affiliate and to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate. (c

Cayenta Inc – CERTIFICATE OF INCORPORATION OF (December 29th, 1999)

EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CAYENTA.COM, INC. CAYENTA.COM, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: The name of the Corporation is Cayenta.com, Inc. SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is December 13, 1999 under the name Cayenta.com, Inc. THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows: Article F

Cayenta Inc – STOCK PURCHASE AGREEMENT (December 29th, 1999)

EXHIBIT 2.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into as of November 2, 1999, by and among CAYENTA.COM, INC., a Delaware corporation (the "PURCHASER"), THE TITAN CORPORATION, a Delaware corporation ("TITAN"), JB SYSTEMS, Inc., doing business as J.B. SYSTEMS, INC. D.B.A. MAINSAVER and MAINSAVER CORPORATION, a California corporation ("MS"), and the following parties (the "SELLING SHAREHOLDERS"): JKS SEPARATE PROPERTY TRUST, THE GEHL LIVING TRUST, JBS ACQUISITION COMPANY, LLC, EPICOR SOFTWARE CORPORATION and MARK STEVENS ("STEVENS"). Certain capitalized terms used in this Agreement are defined on Exhibit A. RECITALS A. The Selling Shareholders own 1,173,543 shares of the Class A Common Stock and 58,677 shares of the Class B Common Stock of MS (the "SHARES"), which constitute all of the outstanding capit

Cayenta Inc – SUBORDINATED PROMISSORY NOTE (December 29th, 1999)

Exhibit 10.23 SUBORDINATED PROMISSORY NOTE $ Not to Exceed $70,000,000 DECEMBER 27, 1999 San Diego, California FOR VALUE RECEIVED, CAYENTA OPERATING COMPANY, INC., a Delaware corporation ("BORROWER"), hereby unconditionally promises to pay to the order of THE TITAN CORPORATION, an individual ("LENDER"), in lawful money of the United States of America and in immediately available funds, the principal sum not to exceed seventy million Dollars ($70,000,000) (the "LOAN") together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below. 1. PRINCIPAL REPAYMENT. The outstanding principal amount of the Loan shall be due and payable on December 27, 2004, provided that Borrower shall not use any proceeds from the initial public off

Cayenta Inc – EMPLOYMENT AGREEMENT (December 29th, 1999)

EMPLOYMENT AGREEMENT This Employment Agreement is effective as of 1-1-99 between David P. Porreca ("Executive") and Titan Software Systems Corporation ("Employer"). 1. RECITALS 1.1. Titan Software Systems Corporation ["TSS"], a subsidiary of The Titan Corporation shall purchase the assets of of Transnational Partners II LLC ["TNPII"]. The asset purchase by TSS of TNPII is a condition precedent to all the terms and conditions set forth hereinafter. 1.2. Employer desires assurance of the association and services of Executive in order to obtain and retain his experience, abilities, and knowledge, and is therefore willing to engage his services on the terms and conditions set forth below. 1.3. Executive desires to become an employee of the Employer and is willing to do so on the terms and conditions as hereinafter set forth simultaneous upon the asset purchase by TSS. 2. TERM OF EMPLOYMENT 2.1. Subject to e

Cayenta Inc – INDEMNITY AGREEMENT (December 29th, 1999)

INDEMNITY AGREEMENT THIS AGREEMENT is made and entered into this __________ day of __________, 20__ by and between Cayenta, Inc., a Delaware corporation (the "Corporation"), and __________ ("Agent"). RECITALS WHEREAS, Agent performs a valuable service to the Corporation in __________ capacity as __________ of the Corporation; WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code"); WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indem

Cayenta Inc – EMPLOYMENT AGREEMENT (December 29th, 1999)

EMPLOYMENT AGREEMENT This Employment Agreement is effective as of January 1, 1999 between Gregory Smith ("Executive") and Titan Software Systems Corporation ("Employer"). 1. RECITALS 1.1. Titan Software Systems Corporation ["TSS"], a subsidiary of The Titan Corporation shall purchase the assets of Transnational Partners 11 LLC ["TNPII"] The asset purchase by TSS of TNPII is a condition precedent to all the terms and conditions set forth hereinafter. 1.2 Employer desires assurance of the association and services of Executive in order to obtain and retain his experience, abilities, and knowledge, and is therefore willing to engage his services on the terms and conditions set forth below. 1.3. Executive desires to become an employee of the Employer and is willing to do so on the terms and conditions as hereinafter set forth simultaneous upon the asset purchase by TSS. 2. TERM OF EMPLOYMENT 2.1. Subj