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Exhibit 10.5
CONSULTING SERVICES AGREEMENT
This Agreement, entered into this 5th day of November, 1997 between The
Management Network Group, Inc., located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ referred to as ("CONSULTANT") and ▇▇▇▇▇▇▇▇ Communications Group,
Inc., located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇-▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (referred
to as "CUSTOMER").
1. PROJECT DESCRIPTION.
A. The CUSTOMER hereby orders and CONSULTANT hereby agrees to
perform the services described on Schedule A (referred to as
"Service[s]") which such Schedule entitled "Consulting Services
Schedule" is attached hereto and made a part hereof. From time
to time, changes may be made in the Services in the nature of
additions, deletions or modifications, which changes will be
reflected in an Amendment to Schedule A. Schedule A when
executed by both parties hereto is incorporated into and made
part of this Agreement.
B. Machine time, if required by CONSULTANT in order to perform this
Service, shall be provided by the CUSTOMER at the facility
indicated in the Consultant Services Schedule(s). CUSTOMER
agrees to submit representative input data and test data as
requested by CONSULTANT in sufficient detail, format, and
quantity as described in the CONSULTANT Services Schedule(s).
2. PROPERTY RIGHTS.
A. TITLE TO CERTAIN TANGIBLE PROPERTY. All tangible materials
(whether original or duplicates) including, without limitation,
equipment purchase agreements, file or data base materials in
whatever form, books, manuals, sales literature, equipment price
lists, training materials, client record cards, client files,
correspondence, documents, contracts, orders, messages,
memoranda, notes, agreements, invoices, receipts, lists,
software listings or printouts, all programmer generated
materials including any materials cataloged on the CUSTOMER's
storage medium, documentation of tests conducted by CONSULTANT,
all programs developed by CONSULTANT in accordance with the
attached Consultant Services Schedule(s), specifications,
models, computer programs, and records of any kind in the
possession or control of CONSULTANT which in any way relate to
or pertain to CUSTOMER's business, including the business of the
parent or subsidiaries or affiliates of CUSTOMER, whether
furnished to CONSULTANT by CUSTOMER or prepared, compiled or
acquired by CONSULTANT during consulting relationship with
CUSTOMER, shall be the sole property of CUSTOMER. At any time
upon request of CUSTOMER, and in any event promptly upon
termination of this Agreement, CONSULTANT shall deliver all such
materials to CUSTOMER. CUSTOMER shall be under no obligation to
pay to CONSULTANT any sums of money then due CONSULTANT or
becoming due thereafter until CONSULTANT has complies with the
provisions of this section.
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B. TITLE TO CERTAIN INTANGIBLE PROPERTY. CONSULTANT and its
personnel shall immediately disclose and assign to CUSTOMER any
right, title and interest in any inventions, models, processes,
patents, copyrights and improvements thereon relating to
services or processes or products of CUSTOMER that CONSULTANT,
CONSULTANT's personnel or CONSULTANT's employees conceives or
acquires during any consulting relationship with CUSTOMER or
that CONSULTANT, CONSULTANT's personnel, or CONSULTANT's
employees may conceive or acquire, during the period of one year
after termination of this Agreement.
3. OWNERSHIP OF COPYRIGHT. CONSULTANT, CONSULTANT'S PERSONNEL, CONSULTANT'S
EMPLOYEES, and CUSTOMER agree that the work to be produced by CONSULTANT
and its personnel shall be considered a work made for hire as defined in
the Copyright Act of 1976, 17 U.S.C. Section 101; and is therefore owned
exclusively by CUSTOMER under Section 201(b), which vests copyright
ownership of works for hire in the CUSTOMER for whom the work is
prepared.
4. REPORT FORMS. CONSULTANT personnel providing Services under this
Agreement will complete any CUSTOMER provided project control and/or
project time reporting forms.
5. INDEPENDENT CONTRACTOR STATUS.
A. CONSULTANT hereby declares it is engaged in an independent
business and agrees to perform the Services as an independent
contractor with full responsibility for the control and
direction of its employees. CONSULTANT, in its performance of
this Agreement, has and hereby retains this right to exercise
full control and supervision over the accomplishment of the
objectives set forth in the Consultant Services Schedule.
CONSULTANT shall not be an agent, employee or servant for and
may not bind CUSTOMER. This Agreement is not understood that
CONSULTANT is free to contract for similar services to be
performed for others during the term of this Agreement.
B. CONSULTANT shall be solely responsible for the payment of each
employee's compensation and benefits including employment taxes,
any similar taxes associates with employment, withholding of
federal, state, or local taxes imposed on wages, deductions for
social security, contributions for unemployment compensation
funds, and all other regulations governing such matters.
CONSULTANT further warrants that it will comply with all other
applicable, federal, state or local laws or regulations
applicable to CONSULTANT as an employer regarding compensation,
hours of work or other conditions of employment, including those
applicable to minimum wage and overtime wages.
C. The CONSULTANT represents that it is withholding federal and
state income taxes, FICA, and FUTA taxes from the paychecks of
all its employees who do work for CUSTOMER, its parent or any of
its affiliates in all positions pursuant to this Agreement.
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D. CONSULTANT further agrees to furnish CUSTOMER upon request a
certificate or other evidence of proof of payment, or compliance
with local, state, or federal laws covering contributions,
taxes, and assessments imposed on wages and the employer.
E. CONSULTANT personnel providing Services under this Agreement
shall not be entitled to participate in or receive benefits
under any CUSTOMER programs maintained for its employees,
including, without limitation, life, medical and disability
benefits, pension, profit sharing or other retirement plans or
other fringe benefits. Nor shall CONSULTANT personnel be
entitled to any direct or indirect compensation or remuneration
of any kind from CUSTOMER as a result of the performance of this
Agreement, except for CUSTOMER's obligation to pay the charges
to CONSULTANT provided for herein, and CONSULTANT shall be
responsible for all compensation of such CONSULTANT personnel
and shall indemnify CUSTOMER for any claim by any CONSULTANT
personnel for such rights or benefits.
6. INDEMNIFICATION.
A. CONSULTANT shall be liable for and shall indemnify CUSTOMER
against all claims, demands or liabilities (including reasonable
attorneys' fees) due to personal injury, including death or any
person or employee or damage to or loss of CUSTOMER property,
arising out of or occurring in connection with the Services
provided under this Agreement and which is caused in whole or in
part by CONSULTANT or any personnel directly or indirectly
employed by CONSULTANT.
B. CONSULTANT agrees to indemnify the CUSTOMER for all taxes,
contributions, penalties, fees and expenses (including but not
limited to attorneys' fees and expenses) incurred by the
CUSTOMER because of CONSULTANT's failure to withhold federal and
state income taxes, FICA taxes, or FUTA taxes or any other such
taxes or governmental charges, state or federal which CUSTOMER
may be required to pay on account of CONSULTANT.
7. FEES. Fees will be invoiced in accordance with the attached Consultant
Services Schedule(s).
8. COMMENCEMENT OF SERVICES. The Services shall commence on the date shown
in the Consultant Services Schedule(s).
9. TERM.
A. This Agreement shall commence as of the date first written above
and shall continue in force and effect for a period of one (1)
year (the "Term") unless
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terminated earlier upon 30 days prior written notice by either
party without liability to the other party, except as hereafter
provided.
B. Neither termination or expiration of this Agreement shall
terminate the obligations of the CUSTOMER to CONSULTANT for
charges due CONSULTANT for performance under this Agreement, nor
or CONSULTANT or its personnel with respect to the protection of
CUSTOMER's confidential information, nor the obligation of
indemnity by CONSULTANT in provisions 5, 6 and 16.C of this
Agreement, all of such obligations shall survive any termination
or expiration hereof.
10. INSURANCE. CONSULTANT shall obtain, pay for and maintain insurance for
the coverage and amounts of coverage not less than those set forth below
and shall provide to CUSTOMER certificates issued by insurance companies
satisfactory to CUSTOMER to evidence such coverages. Such certificates
shall provide that there shall be no termination, decrease in, or
nonrenewal of such coverages without thirty (30) days' prior written
notice to CUSTOMER. In the event of any failure by CONSULTANT to comply
with the requirements of this provision, CUSTOMER may, at its option, on
notice to CONSULTANT, suspend this Agreement until there is full
compliance with this paragraph or terminate this Agreement. The
coverages required are as follows:
A. Worker's Compensation insurance complying with the laws of the
State or States having jurisdiction over each employee, whether
or not CONSULTANT is required by such laws to maintain such
insurance, and Employer's Liability with limits of $500,000 each
accident, $500,000 disease each employee, and $500,000 disease
policy limit. If work is to be performed in Nevada, North
Dakota, Ohio, Washington, Wyoming, or West Virginia, CONSULTANT
will participate in the appropriate state fund(s) to cover all
eligible employees and provide a stop gap endorsement.
B. Commercial or Comprehensive General Liability insurance on an
occurrence form with a combined single limit of $1,000,000 each
occurrence, and annual aggregates of $1,000,000 for bodily
injury and property damage, including coverage for blanket
contractual liability, broad form property damage, personal
injury liability, independent contractors, products/completed
operations, and when applicable the explosion, collapse and
underground exclusion will be deleted.
C. Automobile Liability insurance with a combined single limit of
$1,000,000 each occurrence for bodily injury and property damage
to include coverage for all owned, non-owned, and hired
vehicles.
In each of the above described policies, CONSULTANT agrees to waive and
will required to insurers to waive any right of subrogation or recovery
they may have against CUSTOMER, its parent, subsidiary, or affiliated
companies.
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Under the policies described in (B) and (C) above, CUSTOMER, its parent,
subsidiary and affiliated companies will be named as additional insureds
as respects CONSULTANT's operations and as respects any work performed
under this contract. Any costs associated with naming these additional
insureds is included in the contract costs.
The policies described in (B) and (C) above will include the following
"other insurance" amendment: "This insurance is primary insurance with
respect to CUSTOMER, its parent, subsidiary and affiliated companies,
and any other insurance maintained by COMPANY, its parent, subsidiary or
affiliated companies is excess and not contributory with this
insurance."
Non-renewal or cancellation of policies described above will be
effective only after written notice is received by CUSTOMER from the
insurance company thirty (30) days in advance of any such non-renewal or
cancellation. Prior to commencing the work hereunder, CONSULTANT will
deliver to CUSTOMER certificates of insurance on an ▇▇▇▇▇ 25 or 25S form
per Exhibit A evidencing the existence of the insurance coverage
required above.
In the event of a loss or claim arising out of or in connection with
this contract, CONSULTANT agrees, upon request of CUSTOMER, to submit
the original or a certified copy of its insurance policies for
inspection by CUSTOMER.
CUSTOMER will not insure nor be responsible for any loss or damage,
regardless of cause, to property of any kind, including loss of use
thereof, owned, leased or borrowed by the CONSULTANTS, or their
employees, servants or agents.
11. CONFIDENTIALITY.
A. Definition: "Confidential Information" shall mean any and all
written information identified as confidential by a legend to
that effect and verbal information identified as confidential at
the time of disclosure. Notwithstanding the foregoing,
Confidential Information shall include the information described
in section D below.
B. Effect of Termination: Upon termination or expiration of this
Agreement for any reason, or upon request of CUSTOMER, all
Confidential Information, together with any copies thereof,
shall be returned to the CUSTOMER or certified destroyed by the
CONSULTANT.
C. Equitable Relief: CONSULTANT acknowledges that in the event of a
breach or threatened breach of the provisions of this Section,
remedies at law will be inadequate and that CUSTOME shall be
entitled to an injunction or other specific performance to
enforce this provision, provided, however, that nothing herein
shall be construed as precluding the CUSTOMER from pursuing
further remedies.
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D. ACKNOWLEDGEMENT OF NECESSITY OF SPECIAL COVENANTS CONTAINED IN
SECTIONS 12 AND 13. In the course of CONSULTANT's consulting
services hereunder, CONSULTANT will acquire valuable trade
secrets, proprietary data and other Confidential Information
(described above), with respect to CUSTOMER's business. The
parties hereto agree that such trade secrets, proprietary data
and other confidential information include but are not limited
to the following: the inventions, models, processes, patents,
copyrights, and improvements thereon described in sections 2.A,
2.B, and 3, CUSTOMER's business and financial methods and
practices, pricing and selling techniques, file or data base
materials, price lists, software listings or printouts, computer
programs, lists of CUSTOMER's clients, client record cards,
client files, credit and financial data of CUSTOMER's suppliers
and present and prospective clients, and particular business
requirements of CUSTOMER's present and prospective clients, as
well as similar information relating to the parent, subsidiaries
and affiliates of CUSTOMER. In addition, CONSULTANT, on behalf
of CUSTOMER, may develop a personal acquaintance with clients
and prospective clients of CUSTOMER, its parent, subsidiaries
and affiliates. As a consequence thereof, the parties hereto
acknowledge that CONSULTANT will occupy a position of trust and
confidence with respect to CUSTOMER's affairs, products and
services.
In view of the foregoing and in consideration of the
remuneration to be paid to CONSULTANT, CONSULTANT acknowledges
that it is reasonable and necessary for the protection of the
goodwill and business of CUSTOMER that CONSULTANT make the
covenants contained in sections 12 and 13 regarding the conduct
of CONSULTANT during and subsequent to CONSULTANT's rendering of
services to CUSTOMER, and that CUSTOMER will suffer irreparable
injury if CONSULTANT engages in conduct prohibited thereby.
CONSULTANT, CONSULTANT's personnel, and CONSULTANT's employees
represent that their experience and abilities are such that
observance of the aforementioned covenants will not cause
CONSULTANT any undue hardship or unreasonably interfere with
CONSULTANT's ability to earn a livelihood.
The covenants contained in sections 12 and 13 shall each be
construed as a separate agreement independent of any other
provisions of this Agreement, and the existence of any claim or
cause of action of CONSULTANT against CUSTOMER, whether
predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by CUSTOMER of any of those
covenants.
12. TRADE SECRETS AND CONFIDENTIAL INFORMATION. CONSULTANT and CONSULTANT's
personnel, during the term of this Agreement or at any time thereafter,
will not, without the express written consent of CUSTOMER, directly or
indirectly communicate or divulge to, or use for his/her own benefit or
for the benefit of any other person, firm, association or corporation,
any of CUSTOMER's or its parent's or subsidiaries' or affiliates' trade
secrets, proprietary data or other confidential information including,
by way of illustration, the information described in section 11, which
trade
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secrets, proprietary data and other Confidential Information were
communicated to or otherwise learned or acquired by CONSULTANT and/or
CONSULTANT's personnel in the course of the consulting relationship
covered by this Agreement, except that CONSULTANT may disclose such
matters to the extent that disclosure is required (a) in the course of
the consulting relationship with CUSTOMER, (b) to enable CONSULTANT's
personnel to render services hereunder, or (c) by a court or other
governmental agency of competent jurisdiction. As long as such matters
remain trade secrets, proprietary data or other confidential
information, CONSULTANT and CONSULTANT's personnel will not use such
trade secrets, proprietary data or other confidential information in any
way or in any capacity other than as a CONSULTANT of CUSTOMER and to
further the CUSTOMER's interests.
13. CUSTOMER CLIENTELE. For a period of two years following the termination
of this Agreement for any reason whatsoever (or if this period shall be
unenforceable by law, then for such period as shall be enforceable),
CONSULTANT and CONSULTANT's personnel will not contact (with a view
toward selling any product or service competitive with any product or
service sold or proposed to be sold by CUSTOMER or its parent or any
subsidiary or affiliate of CUSTOMER at the time of termination of this
Agreement, except for services currently provided by CONSULTANTS in the
normal course of association or corporation (a) to which CUSTOMER or its
parent or any subsidiary or affiliate of CUSTOMER sold any product or
service, (b) which CONSULTANT or CONSULTANT's personnel solicited,
contacted or otherwise dealt with on behalf of CUSTOMER or its parent or
any subsidiary or affiliate of CUSTOMER, or (c) which CONSULTANT or
CONSULTANT's personnel was otherwise aware was a client of CUSTOMER or
its parent or any subsidiary or affiliate of CUSTOMER, during the year
preceding the termination of this Agreement. CONSULTANT and/or
CONSULTANT's personnel will not directly or indirectly make any such
contact either for his/her own benefit or for the benefit of any other
person, firm, association, or corporation, and CONSULTANT and
CONSULTANT's personnel will not in any manner assist any person, firm,
association, or corporation to make any such contact.
14. IMPROPER PAYMENTS. CONSULTANT will not use any funds received under this
Agreement for illegal or otherwise improper purposes related to the
Agreement. CONSULTANT will not pay any commissions, fees, or rebates to
any employee of CUSTOMER nor favor any employee of CUSTOMER with gifts
or entertainment of significant cost or value. If CUSTOMER has
reasonable cause to believe that the provisions of the preceding
sentences have been violated, CUSTOMER, or its representative, may audit
the records of CONSULTANT, for the sole purpose of establishing
compliance with such requirements.
15. ASSIGNED EMPLOYEES.
A. CONSULTANT's employees assigned to work with CUSTOMER and/or its
subsidiaries shall, weather permitting, undertake activities
designed to accomplish the tasks described in Schedule A by the
Expected Completion Date. CUSTOMER may request at any time the
removal of any or all of the
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CONSULTANT's employees from CUSTOMER's project. In the event of
removal of a certain individual(s), and if CUSTOMER requests
that CONSULTANT replace the individuals, CONSULTANT shall
promptly replace the individual(s) for the remainder of the
assignment.
B. CONSULTANT represents that it is in full compliance with the
Immigration Reform and Control Act of 1986 and will only provide
CUSTOMER and its subsidiaries with personnel whose employment
eligibility has been verified.
16. CONSULTANT EMPLOYEES.
A. CONSULTANT shall recruit, interview, test, select, hire, and
train the persons who shall provide the Services hereunder.
CONSULTANT shall have sole responsibility to counsel,
discipline, review, evaluate, set the pay rates of, and
terminate its employees assigned to CUSTOMER. CONSULTANT
employees assigned to perform the Services for CUSTOMER are
solely the employees of CONSULTANT.
B. CONSULTANT agrees to comply in all material aspects with all
federal, state and local laws relating to employment, including
without limitation, equal employment opportunity, discrimination
in employment or employment practices, occupational safety or
health standards, labor laws, state insurance laws, unemployment
insurance, collective bargaining, payment and withholding of
taxes, wage and hour laws, the Employee Retirement Income
Security Act, the Americans With Disabilities Act, and the
Immigration Reform and Control Act.
C. CONSULTANT shall indemnify and hold harmless CUSTOMER from and
against any and all losses, costs, claims, action, damages,
liabilities, fines, penalties, injuries (including death) or
expenses (including reasonable legal expenses) of any kind or
whatsoever nature arising out of, resulting from, or relating
to, all obligations and liabilities of CONSULTANT with respect
to CONSULTANT employees arising out of employment by CONSULTANT
or during the period of such employment or which accrue under
any employee plan or benefit arrangement otherwise, including
without limitation, all obligations of CONSULTANT for salaries,
vacation, and holiday pay, severance payments, bonuses and other
forms of compensation, benefits or other payments; and all costs
and expenses with respect to any termination by CONSULTANT of
its employees who performed services under this Agreement.
17. SOLICITATION OF EMPLOYMENT.
A. CONSULTANT shall not, during the Term of this Agreement and for
a period of three (3) months thereafter, directly or indirectly
induce, cause, solicit, persuade, or attempt to do any of the
foregoing in order to cause any representative, agent or
employee of CUSTOMER, its parent, or any of its affiliates to
terminate such person's employment relationship with CUSTOMER,
its parent, or any of its
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affiliates, or to violate the terms of any agreement between
said representative, agent, or employee and CUSTOMER, its
parent, or any of its affiliates.
B. CONSULTANT shall not, during the Term of this Agreement, solicit
or attempt to solicit another consulting firm's employee or
personnel performing services on the premises of the CUSTOMER.
C. CUSTOMER agrees to solicit, without written permission, the
employment of any of CONSULTANT's employees, with whom CUSTOMER
comes into contact during an assignment under this Agreement,
during the term of the assignment, and continuing for a period
of three (3) months thereafter. Thereafter, CUSTOMER shall be
free of any obligation to CONSULTANT.
18. ALCOHOL AND DRUG POLICY.
A. CONSULTANT's personnel, while on CUSTOMER's premises or engaged
in CUSTOMER's work, shall refrain from unauthorized consumption
or possession of alcoholic beverages and the possession, sale,
use or distribution of unauthorized drugs. CONSULTANT agrees to
ensure a drug-free workforce whereby CONSULTANT maintains an
Alcohol and Drug Abuse Prevention Program in compliance with
CUSTOMER's policy which will include, but not be limited to,
drug testing and certification of such testing of CONSULTANT's
employees as appropriate and to the extent permitted by law.
CUSTOMER is granted the right to request and receive written
verification from CONSULTANT of CONSULTANT's drug testing of its
employees who are to be on CUSTOMER's premises for a period in
excess of five (5) days, prior to entry of CONSULTANT's
employees onto CUSTOMER's premises. CONSULTANT's failure to
comply with this paragraph will constitute a material breach of
this Agreement.
B. Notwithstanding any other provision of this Agreement, violation
of provision 18.A by CONSULTANT personnel will: 1) result in
immediate removal of CONSULTANT personnel from the CUSTOMER's
premises and, 2) constitute a material breach of this Agreement.
CONSULTANT shall have the obligation to replace its personnel
with a suitable substitute or substitutes, within a reasonable
time.
19. NO SMOKING POLICY.
A. CUSTOMER maintains a smoke-free workplace and does not permit
smoking or the use of any type of smoking material in any
customer facility or vehicle. CONSULTANT shall comply with
CUSTOMER's No Smoking Policy. CONSULTANT shall recognize the
foregoing no smoking rules and inform its employees of such
rules. CONSULTANT shall not permit its employees any special
break periods for smoking while performing services under this
Agreement.
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B. Notwithstanding any other provision of this Agreement, violation
of Provision 19.A by CONSULTANT personnel will 1) result in
immediate removal of CONSULTANT personnel from the CUSTOMER's
premises and, 2) constitute a material breach of this Agreement.
CONSULTANT shall have the obligation to replace its personnel
with a suitable substitute or substitutes, within a reasonable
time.
20. WORKPLACE VIOLENCE RISK REDUCTION AND RESPONSE POLICY. CONSULTANT shall
comply with CUSTOMER's Workplace Violence Risk Reduction and Response
Policy. CONSULTANT's personnel, while on CUSTOMER's premises or engaged
in CUSTOMER's work, shall also comply with the Policy. Notwithstanding
any other provision of this Agreement, violation of this policy by
CONSULTANT personnel will: 1) result in immediate discharge and removal
of CONSULTANT personnel from the CUSTOMER's premises and, 2) may, at
CUSTOMER's option, constitute a material breach of this Agreement.
CONSULTANT shall have the obligation to make a good faith effort to
replace its personnel with a suitable substitute or substitutes, within
a reasonable time if CUSTOMER requests a replacement.
21. BACKGROUND INQUIRIES. CONSULTANT agrees to conduct investigative
background inquiries on all of its personnel that are supplied to
CUSTOMER to perform the Services described on Schedule A. Background
inquiries are to be made investigating criminal, and other relevant
records and reports including but not limited to those reports with
information concerning past performance, experience and reasons for
termination from past employers. All background inquiries will be
conducted in compliance with all applicable laws including but not
limited to laws concerning sealed records.
CONSULTANT agrees to require its personnel to sign a form giving
authorization to CONSULTANT to conduct such an inquiry and releasing
CONSULTANT, CUSTOMER and those persons contacted from any claims the
individual might bring including but not limited to claims for invasion
of privacy of defamation.
CONSULTANT shall inform CUSTOMER of the results of the inquiry and
CUSTOMER may request that an individual not be assigned to CUSTOMER
under this Agreement. A conviction of a crime will not automatically
disqualify one of CONSULTANT's personnel from begin assigned to
CUSTOMER.
CONSULTANT agrees to indemnify and hold harmless CUSTOMER, its
affiliates, officers, directors and employees for all claims, demands or
liabilities including reasonable attorneys' fees arising out of the
actions or omissions of CONSULTANT under this Agreement and arising out
of the actions of CONSULTANT's personnel while on CUSTOMER's premises
and/or performing services for CUSTOMER.
22. AUDIT. Upon reasonable notice and at all times hereafter CUSTOMER shall
have, at CUSTOMER's expense, the right to audit or to have audited and
to copy the books and records of CONSULTANT which relate directly to
this Agreement. When required by
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CUSTOMER, CONSULTANT shall provide the auditors with access to all
personnel, property and records, and cooperation of CONSULTANT's
personnel, necessary to effectuate the audit or audits hereunder. The
auditors shall have the right to copy any and all documentation relating
to performance under this Agreement.
23. ASSIGNABILITY. This Agreement may not be assigned by either party
without the prior written consent of the other party, except that no
consent is necessary for the CUSTOMER to assign this Agreement to a
parent, subsidiary, or affiliate of CUSTOMER. This Agreement shall be
binding upon CONSULTANT, CONSULTANT's personnel, CONSULTANT's employees,
its successors and permitted assigns, if CONSULTANT is unincorporated,
then upon CONSULTANT's heirs and permitted assigns and the CUSTOMER, its
successors and permitted assigns.
24. NOTICES. All notices which may be necessary or proper for either
CUSTOMER or CONSULTANT to give or deliver to the other shall be sent and
shall be deemed given when sent by registered or certified mail, postage
prepaid and return receipt requested, and if given by CUSTOMER to
CONSULTANT, shall be addressed to:
▇▇. ▇▇▇▇▇ ▇. ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone number: 630/▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇
and if given by CONSULTANT to CUSTOMER, shall be addressed to:
▇▇▇▇▇▇▇▇ Communications Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Contract Administration
25. AMENDMENTS. This Agreement, and the provisions hereof, may be altered,
or amended, modified or superseded only in a writing executed jointly by
CUSTOMER and CONSULTANT.
26. COMPLETE AGREEMENT. Both parties acknowledge that they have read this
Agreement and any attachments hereto, understand them and agree to be
bound by their terms, and further agree that they are the complete and
exclusive statement of the Agreement between the parties, which
supersede all proposals oral or written and other communications between
the parties relating to this Service. The parties further agree that all
changes to this Agreement must be in writing and signed by the parties
in order to bind them.
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27. GOVERNING LAW. The rights and obligations of the parties to this
Agreement shall be governed by and construed in accordance with, the
laws of the State of Oklahoma without regard to the choice of law
principles thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first written above.
THE MANAGEMENT NETWORK GROUP, INC. ▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
Signature: Signature:
------------------------ ------------------------------
Name: Name:
----------------------------- -----------------------------------
Title: Title:
---------------------------- ----------------------------------
ATTACHMENTS: Consulting Services Schedule
Page 12 of 12
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SCHEDULE A
CONSULTING SERVICES SCHEDULE
1. NAME OF CONSULTANT EMPLOYEE(S): SEE ATTACHED PROPOSAL___________________
________________________________________________________________________
2. RATE:___________________________________________________________________
3. DATE SERVICES SHALL COMMENCE:___________________________________________
4. APPROXIMATE DATE SERVICES SHALL TERMINATE:______________________________
5. SERVICES TO BE PERFORMED:
5.1 CONSULTANT SHALL PROVIDE THE FOLLOWING SERVICES:________________
________________________________________________________________
________________________________________________________________
5.2 CONSULTANT SHALL ALSO PROVIDE SUCH SERVICES AS MAY BE REQUESTED
BY CUSTOMER FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT
AS PROVIDED IN SECTION 1 HEREOF.
6. EXPECTED COMPLETION DATE:
6.1 CONSULTANT WILL PERFORM BASED ON INDIVIDUAL PROJECTS AND THE
HOURS AGREED UPON FOR EACH PROJECT. ADDITIONAL HOURS OF
SERVICES, IF ANY, WILL BE MUTUALLY AGREED UPON BY CUSTOMER AND
CONSULTANT AS THE NEED ARISES.
6.2 CONSULTANT WILL ESTABLISH A WRITTEN PROJECT WORKING SCHEDULE
ACCEPTABLE TO CUSTOMER, WHICH SCHEDULE MAY BE VARIED WITH THE
PRIOR CONSENT OF CUSTOMER. THE PROJECT WORKING SCHEDULE SHALL BE
SUBMITTED TO AND APPROVED BY CUSTOMER BEFORE WORK ON ANY PROJECT
BEGINS.
6.3 CONSULTANT MAY WORK LESS THAN TWENTY (20) HOURS WEEKLY ONLY WITH
THE PRIOR CONSENT OF CUSTOMER.
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7. FACILITY(IES) WHERE SERVICES TO BE PERFORMED:
________________________________________________________________________
________________________________________________________________________
8. REPRESENTATIVE INPUT DATA AND TEST DATA REQUESTED, IF ANY, (IN
SUFFICIENT DETAIL, FORMAT AND QUANTITY):
________________________________________________________________________
________________________________________________________________________
9. INVOICING:______________________________________________________________
________________________________________________________________________
________________________________________________________________________
THE MANAGEMENT NETWORK GROUP, INC. ▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
Signature: Signature:
----------------------- --------------------------
Name: Name:
---------------------------- -------------------------------
Title: Title:
--------------------------- ------------------------------
Date: Date:
---------------------------- -------------------------------
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