Exhibit 10.14
MASTER SERVICES AGREEMENT
BETWEEN
SPRINT/UNITED MANAGEMENT COMPANY
AND
BUSINESS SOLUTIONS GROUP, L.L.C.
THIS MASTER SERVICES AGREEMENT ("Agreement") effective January 1, 1996
("Effective Date"), between Sprint/United Management Company ("Sprint"), a
Kansas corporation, with an office at 9300 Metcalf Avenue, Overland Park, Kansas
66212, and Business Solutions Group, L.L.C. ("Consultant"), a Delaware
corporation, with an office at 163 Haynes Bridge Road, Suite 205-512,
Alpharetta, Georgia 30201.
The parties agree as follows:
1.0 SCOPE OF SERVICES
1.1 Consultant is in the business of providing programming
services utilizing C, C++, Windows, Smalltalk, and Network
Management computer programming languages and software
applications, respectively ("Services"). This Agreement is for
the provision of Services, including incidental deliverables
or goods, to Sprint by Consultant, as authorized and specified
in a written Contract Order, described below.
1.2 Sprint will issue a written contract order ("Contract Order")
to Consultant that will include:
a) delivery or work performance location;
b) invoicing instructions;
c) incorporation of the terms of this Agreement; and
d) the Contract number set forth in the upper right-hand
corner of this Agreement.
1.3 This Agreement does not authorize or commit Sprint to any
quantity or dollar amount of Services. Consultant may not
perform any Services without a Contract Order authorizing the
Services, signed by both Sprint and Consultant.
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1.4 Consultant's performance will represent its best efforts and
be of the highest professional standards. Sprint may inspect
Consultant's performance and Consultant will facilitate
inspection. Sprint's inspection (or lack of inspection) will
not be an acceptance of Services or a waiver of any right or
warranty or preclude Sprint from rejecting defective Services.
1.5 Sprint may change the Services by additional or revised
drawings, specifications, exhibits or written change orders.
If Consultant believes the compensation should be modified as
a result of a change made by Sprint, Consultant must give
Sprint written notice of claim within seven (7) days after
notice of Sprint's change. Consultant must include with its
notice a detailed estimate of the effect on compensation and
the Contract Order. Consultant agrees to continue performance
pending resolution of its claim. Consultant waives any claim
not made by Consultant in accordance with this paragraph.
2.0 COMPENSATION
2.1 Rates. Sprint will pay Consultant in accordance with the
billing rate set forth below and in the applicable Contract
Order:
Job Classification Sprint Hourly Billing Rates
------------------ ---------------------------
Base Rate Large Engagement*
--------- -----------------
Managing Partner
Senior Partner
Senior Technical Consultant
Technical Consultant
Associate Technical Consultant
Administrative Support
* BSG rates for engagements which are scheduled for six months
or more (1000 hours or more in any given labor category)
except for Managing and Senior Partner categories where the
Large Engagement rates are in effect for engagements of three
months or more (500 hours or more).
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2.2 Reimbursement. Consultant will be reimbursed for travel,
living, and other expenses authorized by Sprint in the
Contract Order at reasonable and actual costs. Travel and
living expenses will not be reimbursed unless they are in
conformance with Sprint's travel reimbursement policies which
are as follows:
2.2.1.Consultant agrees to provide professional and
consulting services at Sprint's facilities. Sprint
agrees to reimburse Consultant for all reasonable travel
and living expenses incurred by Consultant in
conjunction with the Scope of Services, ss. 1.0. Such
expenses will be billed to Sprint after the completion
of the Services. Consultant will not include time for
travel by Consultant personnel in fees billed to Sprint.
Sprint must consent in writing to any reimbursable
expenses not estimated or authorized. All expenses paid
by Sprint to Consultant will be at cost basis with no
mark-up.
2.2.2 All travel (coach and economy class only) which is to be
reimbursed by Sprint and/or its affiliates must be
booked through the Sprint/United Travel Center by
calling (800) 347-2639. When making travel arrangements,
acknowledge that you are a Consultant for Sprint.
Booking through the Sprint/United Travel Center will
result in the least cost to Sprint.
2.2.3 The Consultant's travel (coach and economy class only)
expenditures should be appropriate to the Consultant's
business undertaken, and reasonable in the judgment of
both the Consultant and Sprint. For reimbursement,
Consultant must submit copies of receipts greater than
fifteen dollars ($15.00) for meals (tear tab receipts
are not acceptable); however, hotel, car rental, fuel
for rental cars require receipts regardless of the
amount. Consultant will be reimbursed for use of a
personal vehicle for business purposes at the current
rate (based on IRS regulations) in effect, plus parking
and toll fees. Consultant will utilize reasonable
parking facilities and rates. Parking receipts are
required for reimbursement of fifteen dollars ($15.00)
or more. The passenger flight coupon and travel
itinerary must be attached to the Consultant's expense
report. Sprint will not reimburse
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Consultant for personal expenses or personal long
distance phone calls.
2.3 Taxes, Duties and Fees. Consultant will pay when due, and the
compensation set forth in the Contract Order is inclusive of,
all local, state and federal sales and use taxes, excise
taxes, taxes on personal property owned by Consultant, duties
and all other governmental fees and taxes (excluding income
taxes) of whatever nature applicable to the performance of the
Services. These taxes, if any, will be separately stated, but
not billed, on Consultant's invoice.
2.4 Invoicing, Itemization and Payment Procedures. The
Contract Order will state specific invoicing instructions.
Consultant will invoice once per month. Invoices must be sent
in accordance with the invoicing instructions provided with
the Contract Order. Consultants must maintain and submit
itemized time records and expense reports with each invoice.
Unless stated otherwise in the Contract Order, undisputed
amounts will be paid within forty-five (45) days of receipt.
Disputed amounts will be paid, if owed, within forty-five (45)
days of resolution of the dispute.
2.5 Right to Offset. Sprint, without waiver or limitation of any
rights, may deduct from any amounts due Consultant in
connection with this Agreement, or any other Agreement between
Consultant and Sprint, any amounts owed by Consultant to
Sprint.
3.0 AFFILIATE TRANSACTIONS
This Agreement is entered into by Sprint on its own behalf and for
the benefit of all Sprint Corporation affiliated entities ("Sprint
Affiliates"). The term Sprint Affiliate means: a) any entity in
which Sprint Corporation holds or controls an equity or similar
interest, or b) any corporation, subsidiary, partnership, limited
liability company, joint venture or other entity controlling,
controlled by or under common control with Sprint Corporation,
directly or indirectly by or through one or more intermediaries. All
references to Sprint refer equally to Sprint Affiliates executing
Contract Orders with terms in accordance with this Agreement. No
commitment is made by Sprint or any Sprint Affiliate, nor any
liabilities accepted, except that set forth in a properly signed
Contract Order. All communications and invoices must
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reference the Contract number set forth in the upper right hand
corner of this Agreement and must be directed to the Affiliate
issuing the Contract Order pursuant to instructions issued in the
Contract Order. Services performed on behalf of any Sprint Affiliate
will be billed to or collected from only that Affiliate. Only the
Sprint Affiliate issuing a specific Contract Order under this
Agreement will incur any obligation or liability to Consultant for
any claim which may arise from or relate to that Contract Order.
4.0 TERM AND TERMINATION
4.1 The term of this Agreement begins on the Effective Date and
ends December 31, 1996. The terms of this Agreement will
continue in effect for any Contract Order that is outstanding
at the time of termination under this Agreement or expiration
of the term.
4.2 This Agreement and any Contract Order may be terminated in
whole or in part at any time with notice from Sprint without
liability; provided, however, in the event of termination for
convenience by Sprint, Sprint agrees to provide Consultant
with fourteen (14) days' prior notice of termination and with
compensation for Services rendered as hereafter provided.
Consultant will cease work on the termination date in Sprint's
notice and take all reasonable actions to minimize expenses
applicable to terminated work. Consultant will be compensated
for those Services actually provided to the effective date of
termination, if accepted by Sprint.
4.3 This Agreement, including any Contract Order, may be
terminated by Sprint without penalty if there is any change in
control or ownership of Consultant. Consultant must give
Sprint no less than thirty (30) days written notice of any
change in control or ownership of Consultant.
4.4 Upon termination of this Agreement or any Contract Order,
Consultant must, within twenty (20) days of the effective date
of termination, return all data, equipment, materials and
properties of Sprint.
5.0 INDEPENDENT CONTRACTOR
5.1 Consultant must comply with laws, regulations and orders
relating to equal employment opportunity, workers'
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compensation, unemployment compensation and FICA. Upon
request, Consultant will furnish Sprint with its EEO policies
and procedures, verification of workers' compensation,
unemployment compensation, FICA and the number of hours any
individual performs Services for Sprint within any 12
consecutive month period.
5.2 Consultant, its subcontractors, employees or agents are
independent contractors for all purposes and at all times.
Consultant has the responsibility for, and control over, the
means and details of performing the Services, subject to
Sprint's inspection. Consultant will provide all training,
hiring, supervising, hours of work, work policies and
procedures, work rules, compensation, payment for expenses and
discipline and termination of its employees.
5.3 Sprint will incur no responsibility or obligation to
employees, agents, subcontractors or other parties utilized by
Consultant to perform the Services set forth in this
Agreement. Such person or parties will, at all times, remain
employees, agents or subcontractors (whichever is applicable)
of Consultant.
5.4 Consultant is solely responsible for payment of wages,
salaries, fringe benefits and other compensation of, or
claimed by, Consultant's employees including, without
limitations, contributions to any employee benefit, medical or
savings plan and is responsible for all payroll taxes
including, without limitation, the withholding and payment of
all federal, state and local income taxes, FICA, unemployment
taxes and all other payroll taxes. Consultant is also solely
responsible for compliance with applicable Workers'
Compensation laws with respect to maintenance of workers'
compensation coverages on Consultant's employees. Consultant
will indemnify and defend Sprint from all claims by any
person, government or agency relating to payment of taxes and
benefits, including without limitation, any penalties and
interest which may be assessed against Sprint. Consultant will
similarly indemnify and defend Sprint from all claims by any
person or governmental agency which arise directly or
indirectly from any failure by Consultant to comply with
applicable Workers' Compensation laws with respect to
maintenance of Workers' Compensation coverage on Consultant's
employees.
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5.5 If Sprint determines that a Consultant-provided employee,
agent or subcontractor is not providing satisfactory service,
Sprint will advise Consultant and may require Consultant to
remove that individual or subcontractor. Sprint will only pay
for work actually performed by the removed individual or
subcontractor prior to Sprint's notice for removal and not for
transportation or per diem costs associated with replacing the
individual. Consultant will submit additional resumes to
Sprint for purposes of filling a vacancy at no additional
charge.
5.6 Consultant will require its employees, agents and
subcontractors to comply with the terms and conditions of this
Agreement.
6.0 PROPRIETARY INFORMATION
6.1 Consultant acknowledges that while performing this Agreement
it may have access to Sprint-owned trade secrets, including
but not limited to products, planned products, service or
planned service, Consultants, customers, prospective
customers, data, financial information, computer software,
processes, methods, knowledge, inventions, ideas, marketing
promotions, discoveries, current or planned activities,
research, development or other information relating to
Sprint's business activities or operations or those of its
customers or Consultants ("Proprietary Information").
6.2 This Agreement creates a confidential relationship between
Sprint and Consultant. Consultant will keep Proprietary
Information confidential and, except as authorized by Sprint
in writing, Consultant may only use Proprietary Information to
perform the Services as required under this Agreement, and may
only make copies necessary for performing the Services.
Consultant will label all Proprietary Information as
Proprietary to Sprint. Upon cessation of work, or upon
Sprint's request, Consultant will return all documents and
other materials in Consultant's control that contain or relate
to Proprietary Information.
6.3 Sprint may require signed Non-Disclosure Agreements from
Consultant's employees, agents or subcontractors.
6.4 Proprietary Information does not include information that
Consultant can demonstrate by written documentation:
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a) is rightfully known to Consultant prior to
negotiations leading to this Agreement;
b) is independently developed by Consultant without any
reliance on Proprietary Information; or
c) is or later becomes part of the public domain or is
lawfully obtained by Consultant from a third party;
d) is disclosed pursuant to judicial action or Government
regulations provided that Consultant notifies Sprint
prior to such disclosure and cooperates with Sprint in
the event Sprint elects to legally contest and avoid
such disclosure.
6.5 Consultant agrees that during the performance of Services for
and during the term of all Contract Orders under this
Agreement for any reason, Consultant's employees who are
engaged in the performance of services under this Agreement or
a Contract Order hereunder will not perform the same or
substantially similar services for any competitor of Sprint or
any affiliate or subsidiary of a Sprint competitor.
6.6 Consultant acknowledges that disclosure of Proprietary
Information by Consultant will cause irreparable injury to
Sprint, its customers and other Consultants, that is
inadequately compensable in monetary damages. Accordingly,
Sprint may seek injunctive relief in any court of competent
jurisdiction for the breach or threatened breach of this
Section, in addition to any other remedies in law or equity.
7.0 OWNERSHIP
7.1 All equipment, materials, drawings, software or data of every
description that Consultant receives directly or indirectly
from Sprint or from a third party on behalf of Sprint, or that
is paid for in whole or in part by Sprint, is the property of
Sprint. ("Sprint-owned"). Consultant must mark all such
property as Sprint-owned, and must return all Sprint-owned
property to Sprint upon Sprint's request, or upon the
termination or expiration of this Agreement, whichever is
earlier. Consultant is responsible and must account for all
Sprint-owned property, and bears the risk of loss while the
property is in Consultant's possession. Sprint-owned property
may only be used in
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Consultant's performance of this Agreement. Sprint may inspect
any agreements and associated records, including invoices, by
which Consultant acquires Sprint-owned property.
7.2 Consultant must promptly disclose and assign to Sprint all
intellectual property generated, conceived or developed under
this Agreement, including but not limited to proprietary
information, inventions conceived or reduced to practice as a
result of this Agreement and any resulting patents. Any works
of authorship in any form of expression, including but not
limited to manuals and software developed under this
Agreement, are works for hire and belong exclusively to
Sprint. If, by operation of law, the ownership of works for
hire do not automatically vest in Sprint, then Consultant will
take necessary steps to assign ownership to Sprint. Consultant
will provide reasonable assistance to Sprint to secure
intellectual property protection including but not limited to
assistance in the preparation and filing of any patent
applications, copyright registrations, and the execution of
all applications, assignments or other instruments for
perfection of protection or title. Consultant will pay its
employees any compensation due in connection with the
assignment of any intellectual property or invention.
Consultant warrants to Sprint that Consultant's employees are
subject to agreements which will secure Sprint's rights under
this section.
7.3 Consultant grants to Sprint a fully paid-up, worldwide license
to utilize any work previously owned by Consultant but
delivered to Sprint under this Agreement in any manner and in
all media now known or later conceived or created.
8.0 CONSULTANT WARRANTIES
8.1 Individuals assigned to provide Services will have the
expertise, skills, training and professional education to
perform the Services in a professional manner.
8.2 Sprint will receive clear title to all goods incidental to
Services performed as defined in the applicable Contract
Order.
8.3 Consultant warrants Services and goods to conform to the
Contract Order specifications for one (1) year after Sprint's
acceptance of the Services. Any materials and equipment that
may be provided will be new. At Sprint's request and at no
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charge, Consultant will promptly correct defects or provide
replacement Services for any non-conforming Services. If
Consultant fails to correct defects or replace Services within
twenty (20) days after written notice thereof, or for a
different amount of time mutually agreed to in writing by both
parties, Sprint may do so and charge Consultant for the cost
incurred.
8.4 To the best of its knowledge, after investigation, neither
Consultant nor its personnel has any existing obligation that
would violate or infringe upon the rights of third parties,
including property, contractual, employment, trademark, trade
secrets, copyright, patent, proprietary information and
non-disclosure rights, that might affect Consultant's ability
to fulfill Consultant's obligations under this Agreement.
8.5 Consultant will not disclose or deliver any proprietary
information of Consultant or any third party (such as software
and documentation) to Sprint except pursuant to a written
license agreement.
8.6 Neither Consultant, nor any of Consultant's employees or
agents, has offered or given anything of value to Sprint
employees or agents to secure this Agreement.
8.7 The prices stated for Services are at least as favorable as
those charged to any other for Consultant's customers for the
same or similar services.
8.8 Inspection, test acceptance, payment or use by Sprint of the
Services furnished do not affect Consultant's warranty
obligations.
9.0 SAFETY
9.1 Consultant will comply with all Occupational Safety & Health
Act (OSHA) regulations and all other applicable federal, state
and local rules and regulations which may apply to performance
of the Services. Consultant must immediately notify Sprint by
telephone (followed by written confirmation within twenty-four
(24) hours) of any product or material used in providing
Services which fails to comply with any applicable safety
rules or standards of any governmental agencies (including the
Environmental Protection Agency) or which contains a defect
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which could present a substantial risk to the public health or
of injury to the public or the environment.
9.2 If Consultant's work under this Agreement involves performance
on Sprint's or its customers' premises, Consultant must take
necessary precautions to prevent injury to persons or property
during the work and adhere to security procedures of Sprint or
its customers.
10.0 SUBCONTRACTS
Contractor may not subcontract any portion of the Services, without
Sprint's prior written consent, and will remain fully liable for the
work performed and for the acts or omissions of the subcontractor.
11.0 FEDERAL REQUIREMENTS
11.1 Federal Acquisition Requirements. If Sprint or the federal
government determines that this Agreement supports specific
requirements included in a Sprint contract or subcontract with
the federal government, Consultant will be subject to certain
federal procurement regulations contained in Sprint's contract
or subcontract. Consultant will be subject only to federal
procurement regulations that must be included in all
subcontracts as a matter of law.
11.2 Subcontracting Opportunities. Consultant must make an
accounting of dollars that are subcontracted to firms that are
Small Businesses under Small Disadvantaged Businesses or
Women-Owned Businesses under Small Business Administration
regulations. These dollars will be reported in writing to the
following address:
Small Business Coordinator
Sprint
903 E. 104th Street
Kansas City, MO 64131
12.0 LIABILITY AND INDEMNIFICATION
12.1 Consultant agrees to release, irrevocably and forever, Sprint,
and will defend, pay all judgments, expenses, and costs
(including attorney fees) and generally indemnify, defend and
save harmless Sprint from all liability, suit, claim or
proceeding
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("claims") resulting from the performance or non-performance
of this Agreement brought against Sprint by any person for any
damage, loss or destruction of any kind, including, without
limitation, loss to any property or for any personal injury,
including, without limitation, death, defamation and invasion
of privacy, to any person, including without limitation any
personnel of Sprint or Consultant if the loss, destruction,
injury or death results in whole or in part from the
negligence, error, omission or willful misconduct or breach of
this Agreement by Consultant.
12.2 Consultant agrees to handle and defend all claims brought
against Sprint or Sprint's customers, including without
limitation, Sprint's lessees, bailees, transferees and
assigns, so far as based on any claim that the work or
Services performed, or the goods furnished or manufactured by
Consultant in the course of this Agreement or any resulting
use or sale of any work, Service or goods constitutes an
infringement of any patent or copyright of any country, or
misappropriation of any trade secret, or constitutes a breach
of any moral right, right of publicity, or intellectual
property right.
12.3 If the sale or use of the goods or Services is enjoined,
Consultant must, at Sprint's option and Consultant's expense,
either:
a) procure for Sprint and its customers the right to use the
goods or Services; or
b) replace the goods or Services with equivalent
non-infringing goods or Services; or
c) modify the goods or Services so they become non-infringing;
or
d) remove the goods or Services and refund the purchase price,
including transportation, installation, removal and other
incidental charges.
12.4 Insurance coverage that Consultant agrees to obtain and
maintain under this Agreement must contain a provision
insuring the costs, expenses, and obligations of Consultant
under this Agreement.
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12.5 Sprint will notify Consultant in writing of any claims, and
will provide information, assistance and authority for
Consultant's handling and defense of the claim, all at
Consultant's expense.
12.6 Notwithstanding Consultant's obligations to handle and defend
all claims as set forth above, Sprint may, at Sprint's sole
option, take whatever action it deems reasonable and
appropriate in the handling, defense, or settlement of any
claim at Consultant's expense. However, Sprint will notify
Consultant in writing of any proposed settlement of claim.
Consultant will be bound to indemnify Sprint for the proposed
settlement amount, unless within twenty (20) days of notice,
Consultant brings an arbitration action to determine whether
or not the proposed settlement amount is reasonable. Sprint
will not be precluded from settling any claim, but Consultant
will only be required to indemnify Sprint for the amount held
to be reasonable by the arbitration proceeding.
12.7 Except for the indemnity provisions of Sections 12.2 and 12.3
of this Agreement, neither party will be liable to the other
for special, indirect or consequential loss or damage whether
or not such loss or damage is caused by the fault or
negligence of that party, its employees, agents, or
subcontractors.
13.0 INSURANCE
Consultant will obtain and maintain during the term of this
Agreement, with financially reputable insurers licensed to do
business in all jurisdictions where work is performed and that are
reasonably acceptable to Sprint, not less than the following
insurance:
13.1 Workers' Compensation as required under any Workers'
Compensation or similar law in the jurisdiction where work is
performed, with an Employer's Liability limit of not less than
$500,000 per accident.
13.2 Commercial General Liability, including coverage for
Contractual Liability and Products/Completed Operations
Liability, with a limit of not less than $1,000,000 combined
single limit per occurrence for bodily injury, personal injury
and property damage liability, naming Sprint as an additional
insured.
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13.3 Business Auto insurance covering the ownership, maintenance or
use of any owned, non-owned or hired automobile with a limit
of not less than $1,000,000 combined single limit per accident
for bodily injury and property damage liability, naming Sprint
as an additional insured.
13.4 "All Risk" Property insurance, covering not less than the full
replacement cost of Consultant's and subcontractor's, if any,
personal property while on a Sprint work location.
13.5 Certificates of Insurance. Consultant must, as a material
condition of this Agreement, prior to commencement of any work
and prior to any renewal of insurance, deliver to Sprint a
certificate of insurance, satisfactory in form and content to
Sprint, evidencing that the above insurance is in force and
will not be canceled or materially altered without first
giving Sprint thirty (30) days prior written notice.
Nothing contained in this section limits Consultant's
liability to Sprint to the limits of insurance certified or
carried.
14.0 RIGHT OF AUDIT
Consultant will maintain all records pertaining to Services
performed for a period of at least three (3) years after final
payment. Sprint may audit, copy and inspect the records at
reasonable times during the term of this Agreement and for the three
(3) year period to verify costs. Sprint or its authorized
representative will have the right to audit Consultant's performance
under this Agreement.
15.0 NOTICE
Communications relating to this Agreement except for delivery or
invoicing instructions set forth in the Contract Order, must be
identified by the Contract number, and the Contract Order number and
communicated by certified mail, return receipt requested, telex,
facsimile or overnight mail to the following addresses or as may be
later designated by written notice of the other party:
Sprint: Larry Matt
Sprint/United Management Company
9300 Metcalf Avenue
Mailstop: KSOPKB0802
Overland Park, Kansas 66212
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Phone: (913) 534-5190
Fax: (913) 534-3485
Consultant: Jack McDougall
Business Solutions Group
163 Haynes Bridge Road, Suite 205-512
Alpharetta, Georgia 30201
Phone: (770) 569-1450
Fax: (770) 569-1452
16.0 ARBITRATION
16.1 Arbitration. Any dispute arising out of or relating to this
Agreement will be finally settled by arbitration in accordance
with the rules of the American Arbitration Association
applying the substantive law of Kansas without regard to any
conflict of law provision. The arbitration will be governed by
the United States Arbitration Act, 9 U.S.C. section 1 et seq.,
------
and judgment upon the award rendered by the arbitrator(s) may
be entered by any court with jurisdiction. The arbitration
will be held in the Kansas City, Missouri metropolitan area.
The arbitrator(s) are not empowered to award damages in excess
of compensatory damages and each party waives any damages in
excess of compensatory damages.
Notwithstanding the foregoing, Sprint may bring a claim for
injunctive relief as provided in Section 6.6 in any court of
competent jurisdiction without first submitting the claim to
arbitration.
16.2 Continuing Performance. Consultant agrees to continue
performance during the pendency of any dispute, unless
performance is terminated by Sprint under Article 4.0.
16.3 Limitation of Claims. No claim may be brought by Consultant
after Sprint has made final payment to Consultant. Claims made
by Consultant may only be brought against the Sprint Affiliate
which issued the Contract Order giving rise to the claim.
17.0 GENERAL
17.1 Consultant Performance. Time is of the essence in Consultant's
performance. Sprint is not obligated to pay for Services
performed or goods delivered which do not conform to the
Contract Order.
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17.2 Material/Mechanic's Lien. Consultant will promptly pay for all
services, materials, equipment, labor used under this
Agreement, and will hold Sprint harmless from all losses,
expenses, and liabilities connected with Consultant's failure
to promptly pay for services, materials equipment or labor and
will keep Sprint premises free of claims or liens. Consultant
will furnish Sprint with a list of all its subcontractors
before work is performed on premises by subcontractors.
Consultant will furnish Sprint with lien waivers from all
subcontractors.
17.3 Ethics Code. Consultant agrees to comply with Sprint's Code of
Ethics, a copy of which has been provided to Consultant and is
incorporated in this Agreement.
17.4 Assignment. Sprint may assign this Agreement to any Sprint
Affiliate without the consent of Consultant. Otherwise, the
parties agree that this Agreement is personal in nature and
neither party may assign this Agreement or any of its rights
or delegate its obligations without the prior written consent
of the other party.
17.5 Governing Law. This Agreement is governed by and construed in
accordance with the laws of the State of Kansas without regard
to any conflict of laws provision.
17.6 Laws and Regulations. Consultant will comply with all local,
municipal, state, federal and governmental laws, orders, codes
and regulations in the performance of this Agreement and any
Contract Orders.
17.7 Permits and Licenses. Consultant will obtain and keep current
at Consultant's expense all governmental permits, certificates
and licenses (including professional licenses, if applicable)
necessary for Consultant to perform the Services.
17.8 Waiver. The waiver of a breach of any term or condition of
this Agreement will not constitute the waiver of any other
breach of the same or any other term.
17.9 Severability. If any provision of this Agreement is held to be
unenforceable, the remaining provisions will remain in effect,
to
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be construed as if the unenforceable provisions were
originally deleted.
17.10 Survival. Numbered provisions 6.0, 7.0, 8.0, 10.0, 12.0, 13.0,
14.0, 16.1, 17.5 and 17.11 will survive the termination or
extension of this Agreement, in addition to any other
provisions that by their content are intended to survive the
performance, termination or cancellation of this Agreement.
17.11 Publicity. Consultant will not, without Sprint's prior written
consent:
17.11.1 make any news release, public announcement, denial or
confirmation of this Agreement or its subject matter;
or
17.11.2 in any manner advertise or publish the fact of this
Agreement.
17.12 Remedies. All rights and remedies of the parties in law or
equity are cumulative and may be exercised concurrently or
separately. The exercise of one remedy will not be an election
of that remedy to the exclusion of other remedies.
18.0 SECURITY
18.1 Consultant warrants and agrees to provide pre-employment
screening background checks on each Consultant employee
assigned to Sprint in accordance with Sprint guidelines
required for Sprint employees including, but not limited to:
a) criminal history checks; b) education checks (if degree
indicated); c) employment checks (last 3 positions or last 5
years) if with same employer; d) reference checks (if any of
items a-c above cannot be completed; and e) drug screen
checks. Consultant warrants and agrees to provide Consultant
employees to Sprint who have successfully passed these
background checks, and Consultant's failure to do so will
constitute default by Consultant under this Agreement.
18.2 Consultant will be responsible for establishing, maintaining
and ensuring adherence to Sprint security requirements.
Security access rights to Sprint premises will be designated
by Sprint in accordance with Sprint security guidelines.
Consultant will
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abide by all procedures and policies
applicable to the Sprint premises access rights.
18.3 All Consultant employees will receive a contract vendor
security badge from Sprint prior to performing any portion of
the services and will be required to wear such badge at all
times while on Sprint's premises.
18.4 Security access rights to Sprint premises will be designated
by Sprint. Consultant will abide by all procedures and
policies applicable to Sprint premises access rights and
ensure compliance by its employees, agents and subcontractors.
18.5 Software security will be followed by Consultant and Sprint
for any application used by the other party. Sprint will
designate the required Sprint software access, if any, to
Consultant's employees and will make the request to Consultant
for Consultant software access for Sprint employees.
18.6 Any Security breach will be referred to Sprint's Corporate
Security. Consultant must make Consultant's employees, agents
and subcontractors available to facilitate investigations
related to loss or incidents.
18.7 Consultant will be responsible for any loss of Sprint property
arising out of or relating to the negligent act or omission of
Consultant in failing to maintain proper records and
documentation for Sprint property. Consultant will reimburse
Sprint for any loss of Sprint property at replacement cost.
19.0 ENTIRE AGREEMENT
This Agreement, together with the Contract Orders constitutes the
entire Agreement between Sprint and Consultant with respect to the
subject matter contained and may not be amended or modified except
by written document, signed by both parties. In the event of an
Page 18
inconsistency between the terms of this Agreement and those of a
Contract Order the provisions of the Contract Order control.
SIGNED:
SPRINT/UNITED MANAGEMENT COMPANY BUSINESS SOLUTIONS GROUP, L.L.C.
/s/ John M. D'Agostino /s/ D. Marshall Nelson
- ----------------------------------- --------------------------------------
(signature) (signature)
John M. D'Agostino D. Marshall Nelson
- ----------------------------------- --------------------------------------
(print name) (print name)
Lead Negotiator Corporate Secretary
- ----------------------------------- --------------------------------------
(title) (title)
11/3/95 11/7/95
- ----------------------------------- --------------------------------------
(date) (date)
Page 19
Contract Master Number
CM005115 MD
Amendment Number 1
AMENDMENT TO MASTER SERVICES AGREEMENT
between
BUSINESS SOLUTIONS GROUP, L.L.C.
and
SPRINT/UNITED MANAGEMENT COMPANY
THIS AMENDMENT is effective January 1, 1997, between SPRINT/UNITED
MANAGEMENT COMPANY, a Kansas corporation, ("SPRINT"), with an office at 903 East
104th Street, Kansas City, MO 64131, and BUSINESS SOLUTIONS GROUP, L.L.C.,
("SUPPLIER"), with an office at 1355 Protmarnock Drive, Alpharetta, GA 30202.
IN CONSIDERATION of the agreements, promises and representations set
forth below, the parties agree as follows:
1.0 AMENDMENT
The Contract effective January 1, 1996, Contract Number CM005115JMD
("Contract"), is amended as follows:
4.1 Completion Date - Delete "December 31, 1996" and replace with
"December 31, 1997."
All other terms of the Contract not modified here remain in full
force and effect.
In the event of a conflict between the terms of the Contract and
this Amendment, the Contract controls.
The parties' authorized representatives have signed below to signify
agreement.
SPRINT/UNITED MANAGEMENT BUSINESS SOLUTIONS GROUP, L.L.C.
COMPANY
BY: /s/ Gary D. Medford BY: /s/ D. Marshall Nelson
------------------------------ -------------------------------
NAME: Gary D. Medford NAME: D. Marshall Nelson
TITLE: AVP, Material & Services TITLE: Member and Senior Vice
Management President
DATE: DATE: 12/30/96
AMENDMENT TO MASTER SERVICES AGREEMENT
BETWEEN
BUSINESS SOLUTIONS GROUP, L.L.C.
and
SPRINT/UNITED MANAGEMENT COMPANY
This Amendment is effective January 1, 1998, between Sprint/United
Management Company, a Kansas corporation ("Sprint"), with an office at 903 East
104th Street, Kansas City, MO 64131, and BUSINESS SOLUTIONS GROUP, L.L.C.,
("Supplier"), with an office at 1355 Protmarnock Drive, Alpharetta, GA 30202.
IN CONSIDERATION of the agreements, promises and representations set
forth below, the parties agree as follows:
1.0 AMENDMENT
The Contract effective January 1, 1996, Contract Number CM005115JMD
("Contract"), is amended as follows:
4.1 Completion Date - Delete "December 31, 1997" and replace with
"January 31, 1998."
All other terms of the Contract not modified herein remain in full
force and effect.
In the event of a conflict between the terms of the Contract and
this Amendment, the Contract controls.
The parties' authorized representatives have signed below to signify
agreement.
SPRINT/UNITED MANAGEMENT BUSINESS SOLUTIONS GROUP, L.L.C.
COMPANY
/s/ John W. Hays D. Marshall Nelson
- ----------------------------------------- ------------------------------------
(signature) (signature)
D.Marshall Nelson, Senior Vice
John Hays, Manager - Corporate Agreements President
- ----------------------------------------- ------------------------------------
(typed name and title) (typed name and title)
12/23/97 12/29/97
- ------------------------------------ ------------------------------------
(date) (date)
Sprint Proprietary Information
Page 21
AMENDMENT TO MASTER AGREEMENT
BETWEEN
BUSINESS SOLUTIONS GROUP, L.L.C.
AND
SPRINT/UNITED MANAGEMENT COMPANY
This Amendment to the Master Services Agreement ("Agreement")
effective February 1, 1998, ("Effective Date") is between Sprint/United
Management Company, a Kansas corporation ("Sprint"), and BUSINESS SOLUTIONS
GROUP, L.L.C., ("Supplier"). Except as otherwise indicated, defined terms in
this Amendment have the same meaning as in the Agreement.
I. Background
----------
A. Supplier and Sprint entered into the Agreement January 1,
1996.
B. Previous amendments to the Agreement are as follows:
Amendment Number 1, effective January 1, 1997
Amendment Number 2, effective January 1, 1998
C. Sprint and Supplier agree to modify the Agreement as set
forth in this Amendment No. 3.
In consideration of the promises and agreements contained in this
Amendment, the parties agree as follows:
II. Amendment
---------
4.1 Completion Date - Delete "January 31, 1998" and replace with
"June 30, 1999".
III. General
-------
Other than as set forth above, the Agreement remains unchanged and
in full force and effect. In the event of a conflict between the
terms of the Agreement, (previous Amendments) and this Amendment,
this Amendment will control.
This Amendment No. 3 executed by authorized representatives of
Sprint and Supplier is made a part of and incorporates the terms
and conditions of the Agreement.
SPRINT/UNITED MANAGEMENT BUSINESS SOLUTIONS GROUP, L.L.C.
COMPANY
/s/ Vicki L. Moreno /s/ D. Marshall Nelson
- ------------------------------------ -----------------------------------
(signature) (signature)
Vicki L. Moreno, Manager - Corporate D. Marshall Nelson, Senior Vice
Agreements President
- ------------------------------------ -----------------------------------
(typed name and title) (typed name and title)
1/30/98 January 27, 1998
- ------------------------------------ -----------------------------------
(date) (date)
Sprint Proprietary Information
1 of 1
January 27, 1998
Page 22
Amendment No. ____
Contract Master No. 005115 JMD
AMENDMENT TO MASTER AGREEMENT
BETWEEN
BUSINESS SOLUTIONS GROUP, L.L.C.
AND
SPRINT/UNITED MANAGEMENT COMPANY
This Amendment to the Master Services Agreement ("Agreement") effective
August 20, 1998, ("Effective Date") is between Sprint/United Management Company,
a Kansas corporation ("Sprint"), and BUSINESS SOLUTIONS GROUP, L.L.C.,
("Consultant"). Except as otherwise indicated, defined terms in this Amendment
have the same meaning as in the Agreement.
I. Background
- ----------------
A. Consultant and Sprint entered into the Agreement January 1, 1996.
B. Previous amendments to the Agreement are as follows:
Amendment Number 1, effective January 1, 1997
Amendment Number 2, effective January 1, 1998
Amendment Number 3, effective February 1, 1998
C. Sprint and Consultant agree to modify the Agreement as set forth
in this Amendment No. 4.
In consideration of the promises and agreements contained in this
Amendment, the parties agree as follows:
II. Amend Section 8.0 Consultant Warranties to add:
- -----------------------------------------------------
8.9 Consultant warrants that Consultant's provision of Services to Sprint,
and any related Deliverables provided to Sprint under this Agreement, will not
be adversely affected by the occurrence or use of dates before, on, or after
January 1, 2000 A.D., including dates and leap years between the twentieth and
twenty-first centuries ("Millennial Dates"). Any Deliverables (including any
software, hardware or firmware product(s) delivered by Consultant to Sprint)
will without error or omission, create, receive, store, process and output
(collectively, "Compute") information related to Millennial Dates. This warranty
includes, without limitation, that the Deliverables will accurately, and without
performance degradation, Compute Millennial Dates, date-dependent data,
date-related interfaces, or other date-related functions (including, without
limitation, calculating, comparing, and sequencing such functions). At Sprint's
request, Consultant will provide written evidence sufficient to demonstrate
adequate testing and conversion of the Deliverable to meet the foregoing
requirements. Consultant further warrants that Software used by Consultant to
produce Deliverables, reports or invoices under this Agreement will comply with
the Y2K Warranty contained herein.
III. General
- -------------
Other than as set forth above, the Agreement remains unchanged and in full force
and effect. In the event of a conflict between the terms of the Agreement,
(previous Amendments) and this Amendment, this Amendment will control.
Sprint Proprietary Information
Page 1 of 2
This Amendment No. 4, executed by authorized representatives of Sprint and
Consultant, is made a part of and incorporates the terms and conditions of
the Agreement.
SPRINT/UNITED MANAGEMENT BUSINESS SOLUTIONS GROUP, L.L.C.
COMPANY
/s/ Douglas A. Whiteley /s/ D. Marshall Nelson
- -------------------------------------- ----------------------------------
(signature) (signature)
Douglas A. Whiteley - Senior Negoiator D. Marshall Nelson, Senior Vice
- -------------------------------------- President
(typed name and title) -----------------------------------
(typed name and title)
9/15/98 September 9, 1998
- ------------------------------------- -----------------------------------
(date) (date)
Sprint Proprietary Information
Page 2 of 2
Page 24
TO
CONTRACT NO. ______________
AMENDMENT NO. 5 TO MASTER SERVICES AGREEMENT NO. CM005115JMD
BETWEEN
SPRINT/UNITED MANAGEMENT COMPANY
AND
BUSINESS SOLUTIONS GROUP, L.L.C.
This Amendment to the Master Services Agreement ("Agreement") effective
August 1, 1999 ("Effective Date") is between Sprint/United Management Company, a
Kansas corporation ("Sprint") and Business Solutions Group, L.L.C., a Delaware
corporation ("Supplier"). Except as otherwise indicated, defined terms in this
Amendment have the same meaning as in the Agreement.
I. Background
----------
A. Supplier and Sprint entered into the Agreement with an effective
date of January 1, 1996.
B. Previous amendments to the Agreement are as follows:
Amendment no. 1, effective January 1, 1997.
Amendment no. 2, effective January 1, 1998.
Amendment no. 3, effective February 1, 1998.
Amendment no. 4, effective September 15, 1998.
C. Sprint and Supplier agree to modify the Agreement as set forth in
this Amendment No. 5.
In consideration of the promises and agreements contained in this
Amendment, the parties agree as follows:
II. Amendment
---------
Revise Article 4.0 TERM AND TERMINATION, SECTION 4.1 to extend the
Expiration Date from June 30, 1999 through June 30, 2000.
III. General
-------
Other than as set forth above, the Agreement remains unchanged and in full
force and effect. In the event of a conflict between the terms of the
Agreement (previous Amendments) and this Amendment, this Amendment will
control.
Sprint Proprietary Information
Page 1 of 2
Page 25
This Amendment No. 5 executed by authorized representatives of Sprint
and Supplier is made a part of and incorporates the terms and
conditions of the Agreement.
SPRINT/UNITED MANAGEMENT SUPPLIER
COMPANY
/s/ James P. Stevinson /s/ D. Marshall Nelson
- ------------------------------------ -----------------------------------------
(signature) (signature)
James P. Stevinson, Senior Negotiator D. Marshall Nelson, Senior Vice President
- ------------------------------------ -----------------------------------------
(typed name and title) (typed name and title)
7/15/99 7/16/99
- ------------------------------------ -----------------------------------------
(date) (date)
Sprint Proprietary Information
Page 2 of 2
7/13/99
Page 26