Exhibit 10.13
SUBCONTRACT AGREEMENT
THIS AGREEMENT is made this 23rd day of April, 1998, between Bluestone
Software, Inc., a Delaware corporation ("Software"), and Bluestone Consulting,
Inc., a Delaware corporation ("Consulting").
W I T N E S S E T H:
WHEREAS, Software is in the business of developing, selling, licensing and
providing support services for its own software products (the "Sapphire
Business") and selling, licensing and providing support services for software
products of other companies (the "GUI Business"); and
WHEREAS, Software is a party to certain support agreements pursuant to
which Software is obligated to perform prepaid support services for software
sold by Software in connection with the GUI Business (the "Support Agreements");
and
WHEREAS, in consideration of the payments by Software to Consulting set
forth in this agreement, Consulting has agreed to perform all obligations of
Software under the Support Agreements; and
WHEREAS, Consulting intends to create and expand its operations in the
business of reselling and servicing software produced by other companies, and
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound, Software and Consulting hereby agree as follows:
1. SUBCONTRACT. Software and Consulting agree that commencing on the
opening of business on the date hereof (the "Effective Time"), Consulting agrees
to perform, on behalf of Software, all obligations of Software under the Support
Agreements, provided however, that no notification of such agreement shall be
made to the customers under such Support Agreements.
2. PROVISION OF SERVICES. Consulting shall employ sufficient work staff,
commencing on the Effective Time, to enable Consulting to render the services
agreed to hereunder. Consulting shall be solely liable for any and all
obligations arising after the Effective Date with respect to employees who
provide the services called for under this agreement.
3. PAYMENT. In consideration of Consulting providing the services called
for under this agreement, Software shall pay to Consulting the amount of Six
Hundred Thousand
Dollars ($600,000), which amount shall be payable prior to March 31, 1999, in
increments and at intervals mutually agreeable to Software and Consulting.
4. INDEMNIFICATION. Software shall indemnify, defend and hold harmless
Consulting from and against any and all claims, demands, liabilities, damages,
losses, suits, costs and expenses (including reasonable attorneys' fees) of
every kind, nature and type, incurred by Consulting, related to or arising out
of the performance of the Support Agreements which relate to, arose or were
incurred with respect to a period prior to the Effective Time. Consulting shall
indemnify, defend and hold harmless Software from and against any and all
claims, demands, liabilities, damages, losses, suits, costs and expenses
(including reasonable attorneys' fees) of every kind, nature and type, incurred
by Software, related to or arising out of the Support Agreements which relate
to, arise or are incurred with respect to a period from and after the Effective
Time and to any claims made by employees of Consulting with respect to
compensation obligations.
5. AMENDMENT. This agreement may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing signed
by the parties hereto.
6. COUNTERPARTS. This agreement may be executed in separate counterparts,
each of which, when so executed and delivered, shall be deemed to be an
original; but such counterparts shall together constitute one and the same
instrument.
7. ENTIRE AGREEMENT. This agreement contains the entire agreement and
understanding of the parties relating to the subject matter hereof, and merge
and supersede all prior discussions, agreements and understandings of every
nature between them.
8. SUCCESSOR AND ASSIGNS. This agreement and the covenants herein set
forth shall bind, inure to the benefit and be enforceable against the respective
successors and assigns of the parties hereto. Neither party may assign any of
its rights or duties under this agreement without the written consent of the
other party.
9. HEADINGS. The headings in this agreement are for convenience of
reference only and shall not affect its interpretation.
10. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflicts of
laws principles of any jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have duly executed this agreement
as of the date first above written.
BLUESTONE SOFTWARE, INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: President
BLUESTONE CONSULTING, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Chief Operating Officer
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