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EXHIBIT 10.34
GTP
Juniper Networks
Professional Services Alliance Agreement Between
Greenwich Technology Partners, Inc.
AND
Juniper Networks, Inc.
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This Professional Services Alliance Agreement (the "Agreement") is effective as
of May 30, 2000 by and between Juniper Networks, Inc., a Delaware corporation
with offices at 385 Ravendale Drive, Mountain View, CA 94043 (hereinafter
referred to as "Juniper Networks") and Greenwich Technology Partners, Inc., a
Delaware corporation with offices at 123 Main St, White Plains, NY 10601
(hereinafter referred to as "GTP"):
All exhibits are included herein by reference and/or attachment as integral
parts of this Agreement:
In consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:
1. DEFINITIONS
1.1 Confidential Information: means: (i) the Product, including software
in object and source code form, and any related technology, ideas,
algorithms or information contained therein, and any trade secrets
related to any of the foregoing; (ii) either parts product plans,
costs, prices, customer names, non-published financial information,
marketing plans, business opportunities, personnel, research,
development or know-how; (iii) any information designated by the
disclosing party as confidential in writing or, if disclosed orally,
designated as confidential at the time of disclosure and reduced to
writing and designated as confidential in writing within 30 days; and
(iv) the terms and conditions of this Agreement. "Confidential
Information" will not include information that: (a) is or becomes
generally known or available by publication, commercial use or
otherwise through no fault of the receiving party; (b) is known and
has been reduced to tangible form by the receiving party at the time
of disclosure and is not subject to restriction; (c) is independently
developed by the receiving party without use of the disclosing party's
Confidential Information; (d) is lawfully obtained from a third party
who has the right to make such disclosure, (e) is released for
publication by the disclosing party in writing; or (f) is disclosed
pursuant to court order, requirements of any governmental agency or as
otherwise required by law, after giving the disclosing party advance
notice of such required disclosure and after assisting the disclosing
party in its reasonable efforts to prevent or limit such disclosure.
1.2 End-user: means a third party purchasing the Products (and licensing
any related software) from Juniper Networks or Juniper Networks'
resellers solely for internal use and without the right to license,
assign or otherwise transfer such Product to any other third party.
1.3 GTP Services: means all of the responsibilities of GTP hereunder or
services performed pursuant to this Agreement.
1.4 Pre-Existing Intellectual Property: means intellectual property
developed, owned or licensed by or to GTP which is incorporated into
or otherwise utilized by GTP in the performance of GTP's
responsibilities hereunder.
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1.5 Products: means the choice of Juniper Networks products represented
on Juniper Networks' most recent price list and purchased by an End-
user.
1.6 Support Services: means the support services provided by Juniper
Networks to GTP, but only to the extent they relate to the Products.
1.7 Telephone Support: means technical, telephone assistance provided by
Juniper Networks to GTP qualified individuals on a 7 x 24 basis,
excluding Juniper Networks recognized holidays, concerning the use of
the Products.
1.8 Term: Means a period of three years from the effective date of this
Agreement, with automatic renewal for successive one-year periods, up
to five years with the mutual consent of both parties.
1.9 Service Programs: means deployment, managed deployment, and resident
engineer services provided by GTP.
1.10 Work Product: means anything prepared by GTP for or on behalf of an
End-user or Juniper Networks pursuant to this Agreement, including
without limitation any and all intellectual property that is results
therefrom or is incorporated therein.
Tools, software, methodologies, analytical techniques, and other aids
or approaches used in developing the Work Product, which does not
ultimately end up as part of the Work Product shall remain the
exclusive property of GTP and would not be subject to the terms and
conditions of the Agreement. GTP will inform Juniper Networks in
writing of any tools, software, methodologies, analytical techniques,
and other aids or approaches developed as part of a statement of work
and subject to all terms and conditions in the Agreement.
2. INTENT
2.1 Purpose. The purpose behind the Agreement is to create a relationship
between GTP and Juniper Networks pursuant to which GTP will be able to
provide Juniper Networks with professional network services capability
in North America. GTP will be able to provide such services by
utilizing its expertise in strategy, design, architecture,
implementation and overall network technology combined with its
industry-specific knowledge. In addition, GTP will be able to offer
End-users an integrated service offering to help End-users define
strategies and implement those strategies. The parties also expect to
engage in the following activities:
. Lead sharing
. Training and certification
. Joint customer visits
. Joint engagements, and
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. Joint marketing opportunities.
2.2 Premier Service Provider Agreement. This Agreement sets forth the
terms and conditions under which Juniper Networks appoints, and GTP
accepts such appointment, as a premier provider for Juniper Networks
for professional services in North America. Juniper Networks agrees
that GTP's status as a service provider is and shall remain the
highest-level professional services affiliation available.
2.3 Right of First Refusal. Juniper Networks agrees that GTP shall have a
right of first refusal for the offering of the Service Programs,
unless the End-user involved already has a preferred service provider.
2.4 Compliance. Each party agrees that it shall provide to the other the
necessary information as reasonably required by the other party to
ensure compliance with this Agreement.
3. OWNERSHIP OF DERIVATIVE PRODUCTS
3.1 Ownership and Retention of Rights - All right, title and interest in
and to the Work Product shall be exclusively vested in Juniper
Networks. Juniper Networks shall have the right, at its own expense,
to obtain and to hold in its own name copyrights, registrations,
patents, or such other protection as may be appropriate to said Work
Product. GTP acknowledges that such Work Product shall be deemed a
work-made-for-hire and hereby relinquishes any claim to, or interest
in, the Work Product. In the event GTP or a third party is deemed to
be the author for copyright purposes or the inventor for patent
purposes of any Work Product, GTP agrees to assign or cause such third
party to assign, and assigns to Juniper Networks tiny and all
copyrights, patent rights or other intellectual property or rights and
interests therein. Both parties understand that there is knowledge and
experience gained in the development of the Work Product. The
knowledge and experience of the engineer or consultant developing the
Work Product, remains the property of GTP. All ownership rights of
Work Product for a specific End-user or project are contingent on
payment in full by Juniper Networks of applicable invoices.
GTP shall insert a proper statutory copyright notice at an appropriate
location on copyrightable material, and on all portions and on all
related items which may be subject to copyright protection, which
copyright notice shall specify Juniper Networks as the sole copyright
owner.
The parties acknowledge and agree that the GTP Services to be provided
hereunder may incorporate Pre-Existing Intellectual Property. GTP
hereby grants to Juniper Networks a non-exclusive, worldwide, fully-
paid up, irrevocable and perpetual license to use such Pre-Existing
Intellectual Property as necessary or appropriate to Juniper Networks'
practice of and enjoyment of its rights of
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ownership to, and use of, the Work Product and to make derivative
works therefrom, provided that GTP retains all ownership rights and
title to the Pre-Existing Intellectual Property. Juniper Networks may
not sell or give to third parties or share Pre-Existing Intellectual
Property with any third party other than the End-user for which GTP is
providing services under this Agreement. GTP further agrees to give
Juniper Networks, all such information and to execute all such
additional documents as may be reasonably required to perfect Juniper
Networks' rights to the foregoing license.
4. JUNIPER NETWORKS RESPONSIBILITIES
4.1 Promotion of Services. Juniper Networks shall use all reasonable
efforts to: (i) successfully promote, and solicit orders for Service
Programs on a continuing basis; (ii) comply with good business
practices and all applicable laws and regulations, and (iii)
diligently perform all other duties as mutually agreed upon herein.
4.2 Providing Support Services. Juniper Networks shall offer Support
Services to GTP that assist GTP in reaching optimum performance of,
and resolving problem with the Products. At a minimum, Juniper
Networks shall be able to:
4.2.1. Answer general pre-sales and postsales questions, including
but not limited to questions pertaining to basic integration
and operation of the Products as needed.
4.2.2. Provide all necessary technical and customer information to
allow GTP to recreate any reported problem in its lab.
4.2.3. Grant GTP access to Juniper Networks problem resolution
databases, tech notes and related materials.
4.2.4. As needed, at the sole discretion of the Juniper Networks,
qualified Juniper Networks personnel will be provided at no
cost to assist GTP in the fulfillment of Services Programs.
4.3 Support Agreement. Juniper Networks shall make all reasonable efforts
to insure that an End-user has an active and current Support Agreement
prior to offering GTP Services under a Service Program. GTP shall not
provide the same or similar services provided in the Juniper Networks
support agreement for End-users or customers without a support
agreement between such End-user and Juniper Networks in place.
4.4 Problem Resolution. Each party shall keep the other informed as to
any problems encountered with the Products and as to any resolutions
arrived at for those problems. Juniper Networks shall use reasonable
efforts to communicate promptly to GTP any and all modifications,
design changes, or improvements to the Products.
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4.5 Notification. Each employee or agent of Juniper Networks shall be
bound to comply with, and hold as Confidential Information, the terms
and conditions of this Agreement.
5. GTP RESPONSIBILITIES
5.1 Promotion of Services. GTP shall use reasonable efforts to; (i)
source, train, and certify engineers and consultants to support
Service Program requirements; (ii) comply with good business practices
and all applicable laws and regulations, and (iii) diligently perform
all other duties, including the GTP Services, as mutually agreed upon
herein.
5.2 Service Offering. GTP shall be responsible for delivery of Servile
Programs at End-users' facilities.
5.3 Compliance with Laws. GTP shall be responsible for complying with the
laws and regulations applicable in the territory, or any nation, or
political subdivision thereof, in which it engages in business in
performing its responsibilities hereunder.
5.4 Collateral. GTP will furnish in electronic form any additional
marketing, promotional or other sales materials ("Collateral") as GTP
may create and deem useful to assist Juniper Networks in its marketing
efforts with respect to Service Programs. Juniper Networks will
furnish in electronic form any additional marketing, promotional or
other sales materials ("Collateral") as Juniper Networks may create
and deem useful to assist GTP in its marketing efforts with respect to
Service Programs.
5.5 Notification of Employees. Each employee or agent of GTP shall be
bound to comply with, and hold as Confidential Information, the terms
and conditions of this Agreement and any related subcontract.
6. SUPPORT SERVICES
6.1 Juniper Networks Provided Support. During the term, Juniper Networks
agrees that it shall use all reasonable efforts to provide the Support
Services specified in Article 4.2 to GTP.
7. SUBCONTRACTING
7.1 Juniper Networks as Prime Contractor. During the Term, Juniper
Networks will function as the prime contractor to the End-user.
Juniper Networks will subcontract work to GTP for Service Programs, in
accordance with terms specified in Exhibit A, Sub-Contractor
Agreement.
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7.2 GTP as Prime Contractor. During the Term, Juniper may elect to
appoint GTP as the prime contractor to the End-user. Where GTP is the
prime contractor, GTP will establish direct relationship with the End-
user and all contractual and billing obligations shall be between GTP
and the End-user. GTP will provide Juniper Networks regular status
reports on End-user engagements where GTP is the prime contractor.
7.3 Sub-Contracting. All services to be performed under this Agreement,
may be performed by GTP or by third parties designated by GTP provided
that such third parties have been approved in writing in advance by
Juniper Networks.
7.4 Referrals - All referrals provided by Juniper Networks will be the
sole responsibility of GTP unless otherwise designated by Juniper
Networks. GTP agrees to provide Juniper Networks with general status
update on referral opportunities.
8. TERM AND TERMINATION
8.1 Term and Termination for Cause. The term of this Agreement shall be
three years from the effective date hereof; provided, however that
either party has the right to terminate this Agreement if the other
party breaches or is in default of any obligation hereunder, including
the failure to make any payment when due, which default is incapable
of cure or which, being capable of cure, has not been cued within
thirty (30) days after receipt of written notice from the non-
defaulting party or within such additional cure period as the non-
defaulting party may authorize.
8.2 Action against Either Party. Either party may terminate this
Agreement in the event of filing by or against either party of any
action under any federal, state or other applicable bankruptcy or
insolvency law, which is not dismissed or otherwise favorably resolved
within thirty (30) days of such event.
8.3 No Harm Upon Termination. Except as otherwise expressly provided
herein, upon the expiration or lawful termination of this Agreement,
neither party shall be entitled to, and to the fullest extent
permitted by law waives, any statutorily prescribed or other
compensation, reimbursement or damages for loss of goodwill,
clientele, prospective profits, investments or anticipated sales or
commitments of any kind.
8.4 Responsibilities Upon Termination. Nothing in this Agreement ill
affect: (i) the rights and liabilities of either party with respect to
Products or services sold prior to termination; (ii) any indebtedness
then owing by either party to the other; (iii) obligations imposed by
the provisions of this Agreement which expressly survive termination,
or (iv) any liability for damages resulting from an actionable breach.
Upon termination, GTP agrees to complete any Work in progress (unless
Juniper Networks notifies GTP otherwise) and Juniper Networks will pay
GTP for all such Work performed.
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8.5 Survival of Terms. All terms and conditions of this agreement, which
should by their nature survive their termination of the agreement with
GTP, shall so survive.
9. RELATIONSHIP OF THE PARTIES
9.1 No Agency. Nothing contained in this Agreement shall be construed to
give either party the power to director control the day-to-day
activities of the other.
9.2 Non-Solicitation. During the term of this Agreement and for a period
of one (1) year after its termination, each party agrees not, in any
way, directly or indirectly, to hire or solicit for hire as an
employee, consultant or otherwise any personnel of the other without
the other party's express written consent.
9.3 Joint Opportunities. Juniper Networks and GTP will pursue on all
reasonable basis technical and marketing opportunities to provide
value-added services and competitively differentiating solutions to
End-users. In this regard, Juniper Networks and GTP agree to the
following:
9.3.1. Cost of such programs and developments shall be negotiated on
a case-by-case basis on a good faith basis between the parties.
9.3.2. All marketing costs shall be borne by each party implementing
such program, unless prior agreement to share costs has been
established.
9.3.3. Each party shall provide links from each parts web site to the
other party's web site in a consistent manner.
9.4 Indemnification. GTP shall indemnify and hold Juniper Networks
harmless from and defend Juniper Networks against any and all claims,
judgments, awards, costs, expenses, damages, and liabilities
(including reasonable attorney's fees) of any kind and nature that may
be asserted against or incurred by Juniper Networks directly or
indirectly arising from or relating to any act of GTP, including the
performance of any service for any third party or the performance of
any obligation by GTP hereunder. GTP's liability shall be limited to
amounts paid by End-user for services performed pursuant to the
applicable Exhibit. Similarly Juniper Networks shall indemnify and
hold GTP harmless by like terms, including the performance of any
Juniper Networks equipment, software, or Product.
10. CONFIDENTIAL INFORMATION
10.1 The terms of this Agreement are Confidential Information and shall not be
disclosed by either party in any manner (including but not limited to news
releases, articles, brochures, advertisements, speeches or other
information releases) without the prior written approval of the other
party. Juniper Networks agrees that it shall require any third parties
that need access to GTP Confidential Information, to treat such
Confidential Information with the same degree of care as provided herein.
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10.2 Each Party shall mark Confidential Information as "Confidential".
Information not marked as such shall not be deemed Confidential.
10.3 Each Party receiving Confidential Information (the "Recipient") agrees, as
to any such Confidential Information that may be disclosed to it by the
other party hereunder (the "Discloses"):
(i) to protect such Confidential Information from disclosure to
others, using the same degree of care used to protect its own
confidential or proprietary information of like importance, but
in any case using no less than a reasonable degree of care.
Recipient may disclose Confidential Information received
hereunder to (x) is affiliates who agree in advance, in writing,
to be bound by this Agreement, and (y) to its employees and
subcontractors, and its affiliates' employees and subcontractors,
who have a need to know, for the purpose of this Agreement, and
who are bound to protect the received Confidential Information
from unauthorized use and disclosure under the terms of a written
agreement. Confidential Information shall not otherwise be
disclosed to any third party without the prior written consent of
the Discloser;
(ii) to use such Confidential Information only for the purposes of
this Agreement or as otherwise expressly permitted by this
Agreement;
(iii) not to make copies of any such Confidential Information or any
part thereof except for the purposes of this Agreement;
(iv) to reproduce and maintain on any copies of any Confidential
Information such proprietary legends or notices (whether of
Discloser or a third party) as: are contained in or on the
original or as the Discloser may otherwise reasonably request;
(v) not to modify, prepare derivative works from, decompile,
disassemble, or reverse engineer any Confidential Information.
10.4 The Work Product shall be the Confidential Information of GTP and Juniper
Networks, and it shall be designated as Confidential Information by
appropriate markings upon its generation, replication or internal
dissemination.
10.5 The restrictions of this Article 10 on use and disclosure of Confidential
Information shall not apply to information that:
(i) was publicly known at the time of Discloser's communication
thereof to Recipient;
(ii) becomes publicly known through no fault of Recipient subsequent
to the time of Discloser's communication thereof to Recipient;
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(iii) was in Recipient's possession free of any obligation of
confidence at the time of Discloser's communication thereof to
Recipient;
(iv) is developed by Recipient independently of and without reference
to any of Discloser's Confidential Information or other
information that Discloser disclosed in confidence to any third
party;
(v) is rightfully obtained by Recipient from third parties authorized
to make such disclosure without restriction; or
(vi) is identified by Discloser as no longer proprietary or
confidential.
10.6 In the event Recipient is required by law, regulation or court order to
disclose any of Discloser's Confidential Information, Recipient will
promptly notify Discloser in writing prior to making any such disclosure
in order to facilitate Discloser seeking a protective order or other
appropriate remedy from the proper authority. Recipient agrees to
cooperate with Discloser in seeking such order or other remedy. Recipient
further agrees that if Discloser is not successful in precluding, the
requesting legal body from requiring the disclosure of the Confidential
Information, it will furnish only that portion of the Confidential
Information, which is legally required and will exercise all reasonable
efforts to obtain reliable assurances that confidential treatment will be
accorded the Confidential Information.
10.7 All Confidential Information disclosed under this Agreement (including
information in computer software or held in electronic storage media)
shall be and remain the property of Discloser. All such information in any
computer memory or data storage apparatus shall be erased or destroyed and
all such information in tangible form shall be returned to Discloser,
promptly upon the earlier of: (i) the written request of the Discloser,
(ii) completion or termination of the applicable statement of work, or
(iii) termination or expiration of this Agreement, and shall not
thereafter be retained in any form by Recipient; except that in any event,
to the extent is Pre-Existing Intellectual Property in which case Juniper
Networks shall be entitled to keep such Confidential Information and use
it as described herein.
10.8 The parties acknowledge that their respective Confidential Information is
unique and valuable, and that breach by either party of the obligations of
this Agreement regarding such Confidential Information and intellectual
property rights will result in irreparable injury to the affected party
for which monetary damages alone would not be an adequate remedy.
Therefore, the parties agree that in the event of a breach or threatened
breach of such provisions, the affected party shall be entitled to
specific performance and injunctive or other equitable relief as a remedy
for any such breach or anticipated breach without the necessity of posting
a bond. Any such relief shall be in addition to and not in lieu of any
appropriate relief in the way of monetary damages.
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11 TRADEMARKS
11.1 Authorized Use of Trademarks. All advertising and other promotional
materials in which trademarks are used shall be subject to the prior
written approval of the appropriate party.
11.2 Defense of Trademarks. Neither party will at any time challenge, or
assist others in challenging, the other party's trademarks or other
proprietary rights.
12 LIMITATION OF LIABILITY
12.1 Limitation of Liability. Under no circumstances shall either party
liable to the other for any special, incidental, indirect, statutory
or consequential damages (including lost revenue or profits)
resulting from, arising out of, or related to its performance or
failure to perform any of its obligations under, or breach of, this
Agreement, whether or not such party has been advised, knew, or
should have known, of the possibility of such damages.
13 ENFORCEMENT OF AGREEMENT
13.1 Governing Law. This Agreement shall be governed by the laws and in
accordance with the laws of the State of New York, U.S.A.
13.2 Jurisdiction. The U.S. federal and state courts of the State of
Network, U.S.A., shall have sole and exclusive jurisdiction and venue
to adjudicate over any actions relating to the subject matter of this
Agreement.
13.3 Assignment. Neither party may assign this Agreement without the
prior written consent of the other party which consent shall not be
unreasonably withheld. For the purposes of this Section, "assignment"
does not include any direct or indirect change in the ownership or
control of Juniper Network.
13.4 Waiver. Failure by either party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that
or any other provision.
13.5 Severability. If for any reason a court of competent jurisdiction
finds any provision of this Agreement, or portion thereof, to be
unenforceable, that provision of the Agreement will be enforced to
the maximum extent permissible so as to affect the intent of the
parties, and the remainder of this Agreement will continue in full
force and effect.
13.6 Force Majeure. Except for the obligation to make payments hereunder,
nonperformance of either party shall be excused to the extent that
performance is rendered impossible due to any cause beyond such
party's control.
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14 NOTICE
14.1 Notices. Any notice, report, approval or consent required or
permitted hereunder shall be in writing and will be deemed to have
been duly given two days after dispatch if delivered: (i) personally,
or mailed or sent by overnight courier to the respective addresses of
the parties as set forth below or as either party may designate by
like notice from time to time, or (ii) by telegram or confirmed fax.
If to GTP:
Greenwich Technology Partners, Inc.
123 Main St, White Plains, NY 10601
Attention: Director of Legal Affairs
Telephone: 203-969-1500
Facsimile: 203-969-3340
If to Juniper Networks:
Juniper Networks, Inc.
385 Ravendale Drive
Mountain View, CA 94043
Attention: Lisa C. Berry
Telephone: 650-318-3384
Facsimile: 650-318-3397
After June 26, 2000
1194 Mathilda Avenue
Sunnyvale, CA 94089
Telephone: 408-745-4884
Facsimile: 408-745-4897
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, all of which together shall constitute one and
the same instrument.
15 CONSTRUCTION AND INTERPRETATION
15.1 Section Headings. The section headings contained herein are for
convenience of reference only and shall not be considered as
substantive parts of this Agreement. The use of the singular or
plural form shall include the other form and the use of the
masculine, feminine or neuter gender shall include the other genders.
15.2 Interpretation. In construing or interpreting this Agreement, the
word "or" shall not be construed as exclusive, and the word
"including" shall not be limiting.
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15.3 Interpretation of Agreement. The parties agree that this Agreement
shall be fairly interpreted in accordance with is terms without any
strict construction in favor of or against either party.
16 NO OTHER RIGHTS
16.1 Nothing contained in this Agreement shall be construed as conferring by
implication, estoppels or otherwise upon either party hereunder any
license or other right except the licenses, rights and uses expressly
granted hereunder to a party hereto.
17 AUTHORIZATION WARRANTY
17.1 Each party represents, warrants and covenants that it has or will obtain
appropriate agreements from all third parties sufficient to enable full
compliance with all the provisions of this Agreement and all attached
Exhibits.
18 ENTIRE AGREEMENT
18.1 Entire Agreement. The provisions of this Agreement, including all
Exhibits, constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior agreements
or representations, oral or written, regarding such subject matter. This
Agreement may not be modified or amended except in writing signed by a
duly authorized representative of each party.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY
THEIR DULY AUTHORIZED REPRESENTATIVES.
<TABLE>
<S> <C>
Greenwich Technology Partners, Inc. Juniper Networks, Inc.
/s/ Joseph P. Beninati /s/ Lisa C. Berry
----------------------------------- ------------------------------------------
(Signature) (Signature)
Joesph P. Beninati Lisa C. Berry
----------------------------------- ------------------------------------------
(Name) (Name)
CEO Vice President, General Counsel, Secretary
----------------------------------- ------------------------------------------
(Title) (Title)
5/31/00 5/27/2000
----------------------------------- ------------------------------------------
(Date) (Date)
</TABLE>
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EXHIBIT A - SUBCONTRACTING AGREEMENT
This Subcontracting Agreement (the "Subcontracting Agreement"), is entered into
on __________________, by and between Greenwich Technology Partners, Inc., a
Delaware corporation(hereinafter referred to as "GTP") and Juniper Networks,
Inc., a Delaware corporation (hereinafter referred to as "Juniper Networks").
Whereas, Juniper Networks entered into an agreement with carrier, enterprise,
and service provider clients hereinafter referred to as the "Client", pursuant
to which Juniper Networks was engaged to provide services to the Client; and
Whereas, Juniper Networks desires to enter into an agreement with GTP, pursuant
to which Juniper Networks desires to retain the services of GTP for the purpose
of providing services for Client and GTP agrees to provide services as a
subcontractor to Juniper Networks under the agreement between the Juniper
Networks and the Client;
Now Therefore, in consideration of the mutual covenants and agreements contained
herein, the parties hereby agree as follows:
1. Term and Termination
This Subcontracting Agreement shall commence as of the date herein provided
and may be terminated at any time by Juniper Networks or GTP in writing
upon thirty (30) days prior notice and may be terminated by either party
provided that the other party is notified in writing thirty (30) days prior
to the termination date. Notice shall be given in the manner provided in
Section 3. Juniper Networks agrees to pay GTP for services performed up to
the effective date of termination, at the agreed upon fixed price
professional services amount or hourly, daily, monthly, or annual rates for
Service Programs.
2. Rates and Invoicing
GTP will invoice Juniper Networks at the end of each month and Juniper
Networks will pay for services performed within thirty (30) days after
receipt of invoice for Service Programs. In the event of any questions or
dispute relating to any invoice, Juniper Networks will pay the undisputed
portion of the invoice within thirty (30) days after receipt and will pay
any remaining amounts within twenty (20) days after all questions and
disputes have been resolved to both parties' satisfaction.
3. Notices
Any notice, report, approval or consent required or permitted hereunder
shall be in writing and will be deemed to have been duly given two days
after dispatch if delivered: (i) personally, or mailed or sent by overnight
courier to the respective addresses of the
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parties as set forth below or as either party may designate by like notice from
time to time, or (ii) by telegram or confirmed fax.
If to GTP:
Greenwich Technology Partners, Inc.
123 Main St, White Plains, NY 10601
Attention: Director of Legal Affairs
Telephone: 203-969-1500
Facsimile: 203-969-3340
If to Juniper Networks:
Juniper Networks, Inc.
385 Ravendale Drive
Mountain View, CA 94043
Attention: Lisa C. Berry
Telephone: 650-318-3384
Facsimile: 650-318-3397
After June 26, 2000
1194 Mathilda Avenue
Sunnyvale, CA 94089
Telephone: 408-745-4884
Facsimile: 408-745-4897
4. Warranties
Juniper Networks, for itself and on behalf of any third party that Juniper
Networks enters into agreements with, warrants that:
a. Any materials provided by Juniper Networks hereunder do not and will
not violate or infringe on any patent, trademark, service mark, trade
secret, copyright, right of privacy, or right of publicity or contain
libelous matter, and GTP's proposed use of such materials will not
violate any such rights; Juniper Networks shall indemnify and hold
harmless GTP, its owners, affiliates, subsidiaries, agents, directors
and employees from and against all liabilities that may result by
reason of any infringement or claim of infringement of any patent,
trademark, copyright, trade secret or other proprietary right relating
to services and/or deliverables or network products and/or the use
thereof. Juniper Networks will defend and/or settle at its own expense
any action brought against GTP to the extent that it is based on a
claim that any services, deliverables or network products and/or the
use thereof, infringe any patent, trademark, copyright, trade secret
or other proprietary right.
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b. Juniper Networks is (or, as to materials to be provided in the future,
will be) the owner of the entire right, title and interest in any and
all materials provided to GTP and has the right to provide such
materials to GTP; and said rights are not subject to such prior
agreements, liens or other rights which may interfere with or impair
the use of such materials under this Subcontracting Agreement.
c. GTP will have no liability to Client or Juniper Networks for any
defects relating to any underlying products, hardware, software or
Services provided by Juniper Networks. It is understood that the
underlying products were purchased by Client directly from someone
other than GTP.
d. If there are any errors, malfunctions or defects in the modifications
made by GTP to the underlying Products which are discovered during the
term of this Subcontracting Agreement, GTP will use its reasonable
efforts to promptly remedy such, provided that Juniper Networks gives
GTP written notice thereof and provides GTP with sufficient
information regarding such breach. GTP shall not be responsible for
any errors, malfunctions or defects in the modifications made by GTP
to the underlying Products that are not due to the fault or negligence
of GTP and that could not have been reasonably foreseen or provided
against. Juniper Networks shall notify GTP of the breach within 21
days of its occurrence and GTP shall have 15 days following
notification to correct the deficiencies.
GTP warrants that:
a. All GTP Services provided hereunder to Juniper Networks and/or the
End-user shall be performed in a workmanlike manner to the established
standards of such services in the industry.
5. No Other Relationship/Obligations
Neither party shall have any right, power or authority to assume, create,
or incur any expense, liability, or obligation, expressed or implied, on
behalf of the other party, except as expressly provided herein. This
Subcontracting Agreement is not intended to be nor shall it be construed as
a joint venture, association or other form of business organization.
6. Supremacy of this Subcontracting Agreement
The terms and conditions of this Subcontracting Agreement, together with
the Service and Support Alliance Agreement and any documents referenced
herein or therein represent the entire agreement between GTP and Juniper
Networks for GTP's services and supersede any prior written agreement or
understanding not incorporated herein. In the event of inconsistencies
between this Subcontracting Agreement (including the related documents
described in the previous sentence) and any prior written agreement or
understanding, the terms of this Subcontracting Agreement (including the
related documents described in the previous sentence) shall prevail. The
provisions of this
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Subcontracting Agreement shall not be changed, modified or waived in any
way except when agreed to in writing and signed by both parities and
stating expressly that it constitutes a modification of this Subcontracting
Agreement.
9. Severability
If any term or provision of this Subcontracting Agreement shall be held to
be invalid, void or unenforceable, then the remainder of this
Subcontracting Agreement shall not be affected, impaired or invalidated,
and each such term and provision of this Subcontracting Agreement shall be
valid and enforceable to the fullest extent permitted by law.
10. General
(a) Section Headings. Section headings are for convenience only and shall
not be a part of the terms and conditions of this Subcontracting
Agreement.
(b) Waiver. Failure by either party at any time to enforce any obligation
by the other party, to claim a breach of any term of this
Subcontracting Agreement or to exercise any power agreed to hereunder
will not be construed as a waiver of any right, power or obligation
under this Subcontracting Agreement, will not affect any subsequent
breach, and will not prejudice either party as regards any subsequent
action.
(c) Governing Law. This Subcontracting Agreement shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to the conflict of laws provisions thereof.
(d) Survival. All terms and conditions of this Subcontracting Agreement,
which should by their nature survive shall so survive.
