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Sample Business Contracts

Professional Services Agreement - ARIS Corp. and Gates Rubber Co.

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               ARIS CORPORATION PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the "Agreement") is between ARIS
Corporation ("ARIS") and The Gates Rubber Company,   ("Client").


1.  SERVICES
    ARIS Corporation will provide to Client the Services specified in ARIS work
    orders or Client purchase orders from time to time made a part of this
    Agreement. To the extent that the terms and conditions on the back of any
    ARIS work order or any customer purchase order conflict with or are
    inconsistent with the terms and conditions of the Agreement, the terms and
    conditions of this Agreement shall control.

2.  FEES FOR SERVICES AND TERMINATION
    Unless otherwise specified in the applicable Work Order, Services shall be
    provided to Client on a time and material basis ("T&M"). Rates must be
    specified on the attached Rate Structure or on a standard Work Order. If a
    dollar limit is stated in the applicable Work Order, the limit shall be
    deemed an estimate for Client's budgeting and ARIS' resource scheduling
    purposes; after the limit is expended, ARIS will continue to provide the
    Services on a T&M basis if a Work Order for continuation of the Services is
    signed by the parties. Unless otherwise stated in a Work Order, any Work
    Order may be terminated by providing to ARIS 14 days written notice of such
    termination.

3.  INCIDENTAL EXPENSES
    Unless otherwise stated in the Work Order, Client shall reimburse ARIS for
    reasonable travel, communications, and out-of-pocket expenses incurred in
    conjunction with the services.

4.  INVOICING AND PAYMENT
    ARIS shall invoice Client semi-monthly, unless otherwise expressly specified
    in a Work Order. Charges shall be payable thirty (30) days from the date of
    invoice and shall be deemed overdue if they remain unpaid thereafter. All
    overdue invoices are subject to an interest charge of 1.5% per month.

5.  TAXES
    The charges do not include taxes. If ARIS is required to pay any federal,
    state, or local taxes based on the Services provided under this Agreement,
    the taxes shall be billed and paid by Client; this shall not apply to taxes
    based on ARIS' income.

6.  TERM
    This Agreement shall commence on its Effective Date and terminate one year
    later. This Agreement may be renewed for additional one (1) year terms by
    mutual written agreement of the parties. Client may terminate this Agreement
    at any time by providing ARIS with at least 30 days written notice. Any work
    order or purchase order outstanding at the time of termination shall
    continue to be governed by this Agreement as if it had not been terminated.
    Upon termination, ARIS shall deliver to Client: all documents, plans, data,
    drawings or papers originally provided by Client to ARIS which relate in any
    way to the Services and all work product produced for Client, whether
    complete or in process.

7.  WARRANTY
    ARIS warrants that the Services will be performed consistent with generally
    accepted industry standards.

8.  LIMITATIONS ON WARRANTY
    CLIENT MUST REPORT ANY DEFICIENCIES IN THE SERVICES TO ARIS IN WRITING
    WITHIN THIRTY (30) DAYS OF COMPLETION OF THE SERVICES IN ORDER TO RECEIVE
    WARRANTY REMEDIES; PROVIDED, HOWEVER, THAT THE WARRANTY PERIOD SHALL BE
<PAGE>

    EXTENDED TO ONE HUNDRED AND EIGHTY (180) DAYS OF COMPLETION OF THE SERVICES
    FOR ANY LATENT DEFICIENCIES WHICH ARE NOT REASONABLY DISCOVERABLE WITHIN
    SUCH THIRTY (30) DAY PERIOD. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF
    ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
    WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS SET
    FORTH IN PARAGRAPH 9 OF THIS AGREEMENT.

9.  EXCLUSIVE REMEDY
    For any breach of the above warranty, Client's exclusive remedy, and ARIS'
    entire liability, shall be the reperformance of the Services. If ARIS is
    unable to reperform the Services as warranted, Client shall be entitled to
    recover the fees paid to ARIS for the deficient services. IN NO EVENT SHALL
    EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
    FROM THEIR PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT, INCLUDING BUT
    NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGES.

10. RELATIONSHIP BETWEEN THE PARTIES
    ARIS is an independent contractor; nothing in this Agreement shall be
    construed to create a partnership, joint venture, or agency relationship
    between the parties. Each party will be solely responsible for payment of
    all compensation owed to its employees, as well as employment related taxes.
    Each party will maintain appropriate worker's compensation for its employees
    as well as general liability insurance.

11. AUTHORITY TO ENTER INTO AGREEMENT
    Each party to this Agreement has the authority to enter into and form this
    Agreement. The individuals signing the Agreement have the authority to act
    as agents of their respective organizations. Each party acknowledges that
    they have read this Agreement and will abide by it.

12. FORCE MAJEURE
    Neither party will be considered to be in default of this agreement as a
    result of events beyond their reasonable control. For purposes of this
    Agreement, such acts shall include, but are not limited to, acts of God,
    catastrophe, or other "force majeure" events beyond the parties' reasonable
    control. If any delay in performance due to force majeure continues for a
    period of thirty (30) days or more, either party shall have the right to
    terminate this Agreement immediately upon written notice.
<PAGE>

13. ASSIGNMENT OF CONTRACT
    The Client may not assign the Agreement or its responsibility for payments
    to any organization, except to a successor in interest, without written
    approval by ARIS. ARIS may not assign its responsibilities for performance
    under the Agreement to any organization without written approval of the
    Client.

14. HOLD HARMLESS; INDEMNITY
    Client asserts it possesses all the rights and interests in the licensed
    software necessary to enter into this agreement, and shall indemnify and
    hold ARIS, its agents and employees harmless from any loss, damage or
    liability for infringement of any United States patent right or copyright
    with respect to the use of the licensed software; provided that Client is
    notified in writing within ten calendar days of suit or claim against ARIS,
    that ARIS permits Client to defend, compromise or settle said claim of
    infringement and give Client all available information, assistance and
    authority to enable Client to do so, provided ARIS fully observes all terms
    and conditions of this Agreement.

15. CONFIDENTIALITY AND NON-DISCLOSURE
    Except as legally required, the parties agree that neither party shall
    directly or indirectly disclose or use any Confidential Information without
    prior written permission from the other party for a period of five (5) years
    from the date of any termination or expiration of this Agreement.

    "Confidential Information" means any type of confidential or proprietary
    information or material disclosed to or known by the recipient of such
    information ("Recipient") as a consequence of or through its relationship
    with the party disclosing such information, and consisting of information
    conceived, originated, discovered, or developed in whole or in part by
    Recipient, which is not part of the public domain or otherwise generally
    available to the Recipient from independent sources, including but not
    limited to information which relates to research, development, trade
    secrets, know-how, inventions, technical data, hardware, software, source
    codes, object codes, manufacture, purchasing, accounting, engineering,
    marketing, merchandising and selling, business labs or strategies, and
    information entrusted by third parties to the party disclosing such
    information.

16. NONSOLICITATION OF EMPLOYEES
    During the period that this Agreement is in effect and for a period of six
    (6) months after termination or expiration thereof, each party agrees not to
    solicit for employment any technical or professional employees of the other
    party assigned to work on the Project without the prior written approval of
    the other party.

17. INDEMNITY
    Each party agrees to defend, indemnify and hold harmless the other from and
    against any and all losses or injuries that either may incur (both personal
    and property, including deaths) as a result of the other party's negligence,
    intentional acts, or its performance under this Agreement. The provisions of
    this indemnification, however, shall not apply to losses or injuries
    incurred by one party which arise out of such party's, its employees' or
    agents' sole negligence.

18. SURVIVAL OF RIGHTS
    The rights and responsibilities of sections 14, 15, and 16 shall survive the
    termination of this Agreement.

19. SEVERABILITY
    All provisions of this Agreement are severable and no provision hereof shall
    be affected by the invalidity of any other such provision.

20. GOVERNING LAW; ATTORNEY'S FEES; VENUE
    In the event of a dispute over this Agreement, the prevailing party shall
    recover its reasonable attorneys' fees and costs from the breaching party.
    The parties agree that any dispute arising out of or relating to this
<PAGE>

    Agreement shall be resolved in accordance with the procedures specified in
    this section, which shall be the sole and exclusive procedures for the
    resolution of disputes. The parties shall attempt in good faith to resolve
    any disputes arising out of or relating to this Agreement promptly by
    negotiation between executives who have the authority to settle the
    controversy. If the matter has not been resolved within sixty (60) days of
    the party's request for negotiation, either party may initiate mediation by
    notifying the other party in writing. The decision to mediate shall be
    binding upon the parties. Mediation shall take place under the then current
    Center for Public Resources ("CPR") Model Procedure for Mediation of
    Business Disputes. The neutral third party will be selected from the CPR
    Panels of Neutrals, with the assistance of CPR. Mediation shall take place
    in King County, Washington under Washington law, if Client initiates the
    request for mediation and shall take place in Denver, Colorado, under
    Colorado law if ARIS initiates the request for mediation. Unless the parties
    otherwise agree in writing, if the matter has not been resolved by mediation
    within sixty (60) days of the decision to mediate, either party may initiate
    litigation upon ten (10) days written notice to the other party.

21. INSURANCE
    During the term of this Agreement, ARIS shall maintain at its expense at
    least the following insurance, covering activities performed under and
    contractual obligations undertaken in this Agreement:

    Coverage               Limits

    Worker Compensation    Statutory

    Employer's Liability   $1,000,000 each
                           occurrence

    Public Liability       $1,000,000 combined
    (bodily injury and property  single limit
    damage)

    Automobile Liability   $1,000,000 combined
    (bodily injury and property  single limit
    damage)

    ARIS shall provide Client with a certificate of insurance from its insurance
    company or companies demonstrating the coverages required hereunder and
    naming Client as an additional insured.

22. OWNERSHIP OF MATERIALS
    All data, maps, plans, specifications, drawings or other Client-furnished
    property shall remain the exclusive property of Client. ARIS agrees that
    such property will be used for no purpose other than for work for Client
    under this Agreement. ARIS shall sign and deliver a written itemized receipt
    for all such property and shall be responsible for its safekeeping. Upon
    conclusion of the Services hereunder, such property and copies thereof shall
    be returned to Client.

    Client shall have complete and unrestricted right of ownership to all
    inventions, materials, programs and documents prepared by ARIS in connection
    with its performance of the Services or prepared by Client in connection
    with this project. Said inventions, materials, programs and documents are to
    be the property of Client, whether patented or patentable, and are not to be
    used for the benefit of ARIS or any third party without the prior written
    consent of Client. Any work performed hereunder is considered Confidential
    Information as described in this Agreement. This section shall survive the
    termination of this Agreement.

23. PUBLICITY
<PAGE>

    No media releases, public announcements and public disclosures by ARIS or
    its respective employees or agents relating to this Agreement and the
    Services hereunder shall be issued by ARIS without the prior written
    approval of Client. Any inquiry which ARIS may receive from third parties
    concerning this Agreement will be referred to Client for response.

    Any technical paper, article, publication, or announcement of advances
    generated in connection with the Services under this Agreement, during the
    period of performance of the Agreement or in the future, shall require
    Clients' prior written approval.

24. NOTICES
    All notices given hereunder shall be in writing and shall be delivered in
    person or sent certified or registered mail, return receipt requested, with
    postage prepaid, to the parties at the following addresses (or to such other
    or further addresses as the parties may hereafter designate by like notice
    similarly sent):

    ARIS:    ARIS Corporation
             6720 Fort Dent Way, Suite 250
             Seattle, WA  98188-2555
             Attn: General Counsel

    Client:  The Gates Rubber Company
             990 S. Broadway
             Denver, CO  80209
             Attention: John Alevras

    All notices given in accordance with the foregoing shall be deemed given
    when delivered in person, or three (3) days after being deposited in the
    United States mail in accordance with the foregoing.

25. PROVISION OF SERVICES
    The days and periods during which ARIS shall perform the Services shall be
    reasonably agreed between ARIS and Client. ARIS and Client agree that any
    days and periods for performing Services agreed to between the parties are
    approximate and may vary depending upon reasons outside the parties'
    control. In the event ARIS is not able to perform the Services during the
    days and periods agree to by the parties, ARIS will so notify Client at
    least thirty (30) days in advance. Client shall designate where Services are
    performed. Client shall be responsible for providing the hardware and all
    other necessary devices, peripheral or otherwise, to permit ARIS to perform
    the Services on Client premises.

    ARIS understands that time is of the essence in the performance of Services
    hereunder.

26. ASSIGNMENT OF ARIS PERSONNEL
    Client must approve the assignment of all ARIS personnel prior to an
    individual's assignment, which approval shall not be unreasonably withheld.
    Client reserves the right in its sole discretion to disapprove the
    continuing assignment of ARIS personnel provided hereunder. ARIS will remove
    any consultant performing work hereunder upon seven (7) days' prior written
    request by Client and shall use commercially reasonable efforts to provide a
    substitute consultant satisfactory to Client.

27. SUBCONTRACTORS
    ARIS's employment of subcontractors to perform Services hereunder shall be
    subject to the written approval of Client, which approval shall not be
    unreasonably withheld. The approval by Client of any subcontractor shall not
    release ARIS from any responsibility or liability in connection with said
    subcontractor. ARIS shall enter into written subcontracts with all approved
    subcontractors. All
<PAGE>

    subcontracts must contain confidentiality and Client ownership of materials
    provisions similar to those contained in this Agreement. Client shall be
    billed for subcontractor services and expenses on the same terms and at the
    same rates as for ARIS personnel.

28. NO WAIVER
    The waiver by either party of any default or breach of this Agreement shall
    not constitute a waiver of any other or subsequent default or breach.

29. ENTIRE AGREEMENT
    This Agreement constitutes the complete agreement between the parties and
    supersedes all previous and contemporaneous agreements, proposals, or
    representations, written or oral, concerning the subject matter of this
    Agreement. Neither this Agreement nor a Work Order or Purchase Order may be
    modified or amended except in writing signed by a duly authorized
    representative of each party:


The Effective Date of this Agreement shall be May 22, 1996.



The following individuals, by signing agree to enter into this consulting
agreement and to be bound by its provisions.



ARIS CORPORATION                         CLIENT
                                        
Authorized Signature: //s// Kendal Kunz  Authorized Signature: //s// Randall S. Bednar

Name:  Kendal Kunz                Name:  Randall S. Bednar

Title: Vice President             Title: Vice President