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Exhibit 10.10
HOUSEHOLD INTERNATIONAL, INC.
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (herein "Agreement") is made this 14TH day of
NOVEMBER, 1994, by and between Household International, Inc. on behalf of
itself, its divisions and subsidiaries ("Household"), having its principal
office at 2700 Sanders Road, Prospect Heights, Illinois 60070 and KANBAY
RESOURCES, INC. ("Consultant") having its principal office at 6666 N. WESTERN
AVE., CHICAGO, IL 60645.
WHEREAS, Household is desirous of obtaining the consulting services of
Consultant; and
WHEREAS, Consultant provides consulting services and is willing to offer
such services to Household on the terms and conditions stated herein;
NOW THEREFORE, in consideration of the promises, terms and conditions
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Household and Consultant agree as follows:
1. SERVICES. Household agrees to purchase from Consultant and Consultant
agrees to perform during the term of this Agreement, the services described on
the Exhibit(s) attached hereto and incorporated herein by reference
("Services"). The Services are in connection with modification of software for
Household's data processing systems and subsystems for its various business
units requiring the professional and technical expertise of Consultant to assist
in these information systems projects. Such modifications shall be described in
the "SERVICE/TASK" section of the Exhibits. Each Exhibit will delineate the
Professional Services to be performed and any additional obligations of the
parties, the specific rates, cost estimates and schedules, as applicable. Each
Exhibit is subject to the terms and conditions of this Agreement, and may
incorporate such additional terms and conditions as HI and Consultant may agree
upon. Each Exhibit will constitute a separate, distinct and independent work
project and contractual obligation.
a. This Agreement contemplates the personal services of the individuals,
if any, named in the Exhibit (s) hereto and substitute performance shall be
unacceptable without Household's prior written consent.
2. WARRANTIES AND REPRESENTATIONS REGARDING SERVICES. Consultant hereby
represents and warrants the following regarding the Services to be performed
under this Agreement:
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a. Consultant is adequately trained to perform the Services requested
under this Agreement;
b. Consultant will perform Services with reasonable diligence in a
professional and workmanlike manner, consistent with generally accepted
standards in the management information systems industry and in compliance
with any and all applicable laws, rules and regulations.
c. Consultant shall observe the business policies and procedures and
security requirements of Household relating but not limited, to working
conditions and business hours. In the event Household policies differ from
those of Consultant, Household policies and procedures shall govern. Any
exceptions to this requirement must be made by prior written request to
Household and approved by an authorized representative of Household.
d. Prior to the beginning of any person to perform Services under this
Agreement, Household shall have the right to review the professional and
technical qualifications and skills of each such person. Each such person
must be approved by Household in advance of their beginning the performance
of Services. Household in its sole and absolute discretion shall have the
ability to terminate any person performing Services hereunder upon the
giving of notice to Consultants, without penalty, for any reason. In the
event Household shall request a replacement person, Consultant shall use
its best efforts to provide a replacement within five (5) working days.
Consultant will, during the term of this Agreement, maintain at
Consultant's expense all necessary insurance for its employees, including
but not limited to worker's compensation, disability, unemployment
insurance and general liability insurance. Consultant will provide
Household with certification of insurance upon request. Consultant will be
responsible for and indemnify, defend and hold harmless Household from and
against any and all liability for employment taxes, worker's compensation,
disability, or unemployment compensation insurance, premiums or claims
levied upon or attributable to the services rendered by Consultant and
Consultant's employees, including but not limited to all state and federal
FICA, worker's compensation, disability, unemployment, and withholding
taxes, premiums and claims. Consultant will be responsible for and
indemnify and hold harmless Household from any violation by Consultant of
the provisions of Title 8 U.S.C. Section 1324a, including but not limited
to costs and attorney's fees associated therewith.
e. Consultant warrants that all materials produced under this
Agreement will be of original development by Consultant. Neither this
Agreement nor the tangible or intangible products produced as a result of
it will infringe upon or violate any patent, copyright, trade secret or
other proprietary right to any third party, and Consultant will defend,
indemnify and hold Household harmless from and against
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any loss, cost, liability or expense (including reasonable attorney fees)
arising out of any breach, or claimed breach of this warranty.
f. Consultant warrants that it will correct, without charge to
Household any Consultant written program that fails to conform to or
perform in accordance with the description of services on the Exhibit(s)
attached hereto within one (1) year from the date of Household's written
acceptance of the program. In the event that Consultant elects to use or
incorporate in the products to be produced any components of a system
already existing, Consultant will first notify Household, which, after
whatever investigation Household may elect to make, may direct Consultant
not to so use or incorporate any such components. If Household does not
object, Consultant may use or incorporate such component at Consultant's
expense after obtaining the written consent of the party owning the same,
and furnishing a copy thereof to Household; in all events, such components
shall be similarly warranted (except for originality) by Consultant and
Consultant will arrange to transfer title to the perpetual license to use
such components to Household for purposes of this Agreement and will
indemnify and hold Household harmless as provided herein.
Consultant warrants that it will not provide any software which contains a
computer virus or introduce a computer virus to Household's environment.
"Computer Virus" shall be defined as any set of computer instructions that
are designed to modify, damage, destroy, record or transmit information
within a computer, computer system, or computer network without the intent
or permission of the owner of the information. They include, but are not
limited to, a group of computer instructions commonly called viruses or
worms, which are self replicating or self propagating and are designed to
contaminate other computer programs or computer data, consume computer
resources, modify, destroy, record or transmit data, or in some other
fashion usurp the normal operation of the computer, computer system or
computer network. If Household can establish that Consultant has introduced
a Computer Virus to Household's environment, then Consultant shall
indemnify Household against all loss or damages incurred as a result of
such Computer Virus.
3. HOUSEHOLD OBLIGATIONS. Household will provide Consultant with office
space, furniture, furnishings and equipment necessary to perform the Services
hereunder, in the sole determination of Household. All such items are and
continue to remain the property of Household.
4. DEFINITIONS. The term "Household" shall include Household
International, Inc., a Delaware corporation and any and all of its subsidiaries
and affiliates who shall be entitled to the benefits of this Agreement. The term
"Consultant" shall include Consultant, its employees, agents or representatives.
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5. COMPENSATION. Household shall pay Consultant for the Services as
specified in the Exhibit(s) attached hereto and incorporated herein by
reference. Household shall reimburse Consultant for actual, reasonable
out-of-pocket expenses incurred by Consultant in the performance of Services,
provided such expenses have the prior written approval of the Household manager
assigned to Consultant or the specific project. Receipts are required. Within
ten (10) days after the end of each calendar month, Consultant shall submit to
Household an invoice covering all Services performed during the prior month and
all reimbursable expenses incurred in said month, with appropriate
documentation. Said invoices shall specify any persons working, the time worked,
billing rate and fees due, and such other pertinent information as Household may
request. Household shall pay such invoice within thirty (30) days following
receipt of the invoice.
6. RECORDS. Consultant shall keep complete and detailed records relating
to its performance of Services hereunder including records of time spent and
tasks performed. Consultant shall make such records available to Household at
Household's request at reasonable times and intervals in order to allow
Household to verify the correctness of invoices submitted by Consultant.
7. INDEPENDENT CONTRACTOR RELATIONSHIP. The relationship of Household and
Consultant is that of independent contractor only and is not employer-employee.
It is expressly understood and agreed that Consultant shall perform Services
under the control of Household as to the result of such Services only and not as
to the means by which such result is accomplished. Consultant shall not be
entitled to participate in programs or benefits of Household. Consultant is not
an agent of Household and has no authority whatsoever to bind Household by
representations, contract or agreement of any kind. Consultant agrees to use
reasonable care and judgment in rendering Services. Household assumes no
responsibility for and Consultant shall indemnify, defend and hold Household
harmless from any and all claims, damages, loss, or judgment of any kind for
bodily injury, property damages, violation of this Agreement which result from
Consultant's negligent or willful acts or omissions in the performance of
Services under this Agreement. Consultant assumes no responsibility for and
Household shall indemnify, defend and hold Consultant harmless from any and all
claims, damages, loss or judgment of any kind for bodily injury or property
damages, violations of this Agreement which result from Household's negligent or
willful acts or omissions relating to the Services performed under this
Agreement.
8. TERMS AND TERMINATION. The term of this Agreement shall be from
January 1, 1995 and remain in effect until December 31, 1995 unless otherwise
terminated as provided hereunder. The parties may agree to extend the term of
the Agreement upon the same terms and conditions, or upon such other terms and
conditions, as the parties mutually agree in a writing signed by the authorized
officers of each party. Failure to perform Services substantially in accordance
with the terms of
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this Agreement shall be a default. Upon such default, Household shall give
notice to Consultant, who shall have ten (10) days to correct such default. If
the default is not cured, Household may immediately terminate this Agreement,
without penalty. This Agreement shall be deemed terminated when no persons are
performing Services hereunder, unless otherwise agreed. Household may terminate
the Agreement on thirty (30) days prior written notice. Upon termination of this
Agreement, for any reason, Consultant's obligations under Sections 2(d), 2 (e),
9 and 10 shall survive.
9. CONFIDENTIALITY. As used in this Section, "Confidential Information"
shall mean any technical or business information, process, system, experimental
work, program, software, or trade secrets relating to the products, systems,
equipment, services, sales, research or business of Household, or developed for
Household, including the results of any Services; all documents marked or
referred to as Confidential by Household; any of the foregoing received by
Household from a third party, or under an agreement of confidentiality and any
documents, plans, prints, tapes, disks and other material containing, evidencing
or duplicating any of the foregoing, and any inventions, improvements, ideas,
discoveries of a proprietary nature or with regard to the policies, procedures
or plans of Household. Consultant agrees to hold in strict confidence and not to
use or disclose to others (either before or after the termination of this
Agreement) any Confidential Information, without the prior written consent of
Household. All Confidential Information shall remain the property of Household.
Upon demand at any time, Consultant shall deliver to Household all copies of
Confidential Information which may be in Consusltant's possession or control.
Consultant shall not make any press release or other public disclosure with
respect to any Services without the prior written consent of Household.
Consultant further agrees and understands that in the event Consultant or any of
its administrators, trustors, trustees, beneficiaries, predecessors, successors,
subsidiaries, principals, agents, servants, employees and/or representatives,
including without limitation, their insurers, sureties and/or attorneys, breach
its duty of confidentiality under this Agreement, Household shall be entitled to
all remedies available at law or in equity, including but not limited to,
Household's right to recover from Consultant any and all damages and/or losses
incurred by Household as a result, direct or indirect from such breach of
confidentiality.
10. RIGHTS OF WORK PRODUCT. All inventions, improvements, discoveries,
data, programs, written or electronically stored materials or ideas generated or
originated by Consultant or received by Household in the scope of performing
Services under this Agreement, are to be considered works made for hire as that
term is defined in Section 101 of the Copyright Act (17 U.S.C. Section 1010) and
shall be the sole and exclusive property of Household, without any further
consideration paid to Consultant. All rights of Consultant with respect thereto
to all patents, patent applications, designs and copyrights, trademarks,
tradenames and
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convention and ?ther priority rights relating thereto are hereby assigned to
Household. Consultant agrees to promptly disclose in writing all such rights and
give all reasonable assistance to enable Household to prepare and prosecute at
Household's expense any United States or foreign application for patents, design
or copyright registration that Household deems appropriate and execute all
appropriate documents and assignments for such. Household shall have the sole
right to determine the treatment of information received from Consultant,
including but not limited to the right to keep the same as a trade secret, to
use, disclose and publish the same without prior patent application or copyright
registration and to file the same in its own name or to follow any other
procedure which Household may deem appropriate.
Consultant agrees that Household and any third party technical consultant
authorized by Household may utilize all suggestions and improvements, whether
written or oral, furnished by Consultant to Household in connection with this
Agreement, and Consultant grants Household an unrestricted, irrevocable and
royalty-free license to include the foregoing in software. Any such license
shall be subject to the provisions of CONFIDENTIALITY of this Agreement.
To the extent that any material produced under this Agreement may not be
considered works made for hire, or to the extent that Paragraph (a) of this
Section is declared invalid either in substance or purpose, in whole or in part,
Consultant hereby agrees to irrevocably transfer, grant, convey, assign, and
relinquish exclusively to Household and all of the Consultant's right, title,
and interest, including ownership of copyright and/or patent rights, to any
material developed by Consultant under this Agreement without the necessity of
further consideration. All right, title, and interest of every kind of nature,
whether now known or unknown, in and to the copyrights, patents, ideas,
creations created, written and developed by either Consultant or Household in
the course of this project under and pursuant to this Agreement shall be the
exclusive property of Household for any and all purposes and uses, and
Consultant shall have no right, title, or interest of any kind or nature in or
to such material. As part of this Agreement, Consultant agrees to do all things
necessary to protect this assignment, including but not limited to executing an
irrevocable assignment of its copyright and/or patent interest in the materials
created and/or developed pursuant to this Agreement.
Upon completion or other termination of this Agreement, Consultant shall
deliver to Household all copies of any and all developed materials related or
pertaining to this Agreement. Consultant shall have no right to disclose or use
any of such products or materials for any purpose whatsoever.
Consultant warrants that all persons performing services hereunder are
employees of Consultant and the Services performed and work product thereof have
been prepared by employees within the scope of their employment or if not
employees, Consultant has received from such persons an assignment of copyright
covering all Services preformed hereunder so that any work product resulting
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from Services, all vest in and be sole property of Household.
The obligations imposed by this Section 10 shall remain in effect
indefinitely and shall survive any termination of this Agreement.
11. EMPLOYMENT OF PERSONNEL. During the term of this Agreement and for one
(1) year thereafter; Consultant and Household (including subsidiaries and
affiliates of either party) shall not employee or offer employment to any
individual who is an employee of the other party, without the prior written
consent of the other party, which may be withheld for any reason.
12. INDEMNIFICATION. Consultant agrees to indemnify, defend, save and hold
Household harmless from and against any and all claims, loss, damages, expense,
liability or judgment (including reasonable attorneys' fees and costs) resulting
from Services performed under this Agreement including but not limited to
failure to hold any necessary license, permit or governmental authorization to
conduct business, for the violation of applicable law, rule and regulations, for
the violation of the representations of this Agreement and failure to hold
adequate insurance. Consultant may obtain insurance naming Household as an
additional insured.
13. ASSIGNMENT. This Agreement is for personal services and may not be
assigned or transferred by Consultant.
14. NOTICES. All notices or other communications required to be given
under this Agreement shall be in writing and shall be deemed to have been given
or made when personally delivered, when delivered by facsimile or express
courier or mailed to the parties at the address set forth below, postage
prepaid, unless a different address is designated:
If to Consultant: ELIZABETH H. CAPERTON
KANBAY RESOURCES, INC.
6666 N.WESTERN AVE.
CHICAGO, IL 60645
If to Household: Household International, Inc.
2700 Sanders Road
Prospect Heights, IL 60070
Attn: General Counsel
With copy to: Household Financial Network
650 Academy Drive
Northbrook, IL 60062
Attn: Contract Administrator
15. WAIVER. Failure of Household or Consultant to enforce rights hereunder
shall not be deemed a waiver.
16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance of the laws of the State of Illinois.
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17. AVDERTISING RESTRAINT. Consultant agrees that it will not use the
name, service marks, or trademarks of Household or of any of its affiliated
companies or reveal the existence of this Agreement or the terms or conditions
hereof in any written advertising, publicity release or sales representation,
other than disclosure required by any governmental laws or regulations, without
the express written consent of Household.
18. AUDIT. Household may provide access to the materials and/or work
product produced under this Agreement to any internal or external auditors or
examiners of Household or its affiliates, subsidiaries, or parent corporation.
In addition Consultant shall upon request and reasonable prior notice, provide
to Household, or internal or external auditors or examiners of Household, copies
of Consultant's books and records pertaining to the transactions contemplated
hereunder.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between Household and Consultant with respect to the Services to
be provided. This Agreement may not be modified, amended, or waived in any
manner except by a signed writing, executed by both parties. Should any
provision(s) be ruled invalid by applicable legal authority, such provisions
shall be to that extend deemed omitted and remaining terms of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on this 14th day of November, 1993.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ David B. Barany
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Name: DAVID B. BARANY
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Authorized Representative
Consultant: Kanbay Resources, Inc.
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By: /s/ Elizabeth H. Caperton
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(Signature)
Elizabeth H. Caperton
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(Name - Printed)
Title: VICE PRESIDENT
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