Consulting Services Category Agreement - General Motors Corp. and FreeMarkets OnLine Inc.
GENERAL MOTORS CORPORATION
GM Logo
CONSULTING SERVICES
CATEGORY AGREEMENT
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This document contains confidential and proprietary information furnished for
evaluation purposes only; except with the express prior written permission of
General Motors Corporation, such information may not be published, disclosed or
used for any other purpose.
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GENERAL MOTORS CORPORATION
CONSULTING SERVICES
CATEGORY AGREEMENT
TABLE OF CONTENTS
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1. SCOPE OF SERVICES...........................................................1
1.1 Existing Agreements. ..............................................1
1.2 Consulting Services Available from Supplier.................................1
1.3 Scope of Work; Supplier Personnel and Rates........................1
2. TERM........................................................................2
2.1 Initial Term.......................................................2
2.2 Renewal. ..........................................................2
3. PAYMENT ....................................................................2
3.1 Payment Terms......................................................2
3.2 Invoices...........................................................2
4. GRANT.......................................................................2
4.1 Grant of License...................................................2
4.2 Changes and Upgrades to Software and Systems.......................3
4.3 Documentation......................................................3
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GENERAL MOTORS CORPORATION
CONSULTING SERVICES
CATEGORY AGREEMENT
THIS CONSULTING SERVICES CATEGORY AGREEMENT (Consulting
Services Agreement) is made to be effective as of the 8th day of June, 1998
(Effective Date) by and between General Motors Corporation, with offices at 100
Renaissance Center, Detroit, Michigan, and FreeMarkets OnLine, Inc., with
offices at 130 Seventh Street, Century Building, Suite 500, Pittsburgh, PA
15222. General Motors Corporation and FreeMarkets OnLine, Inc. are referred
herein individually as a "Party" and collectively as the "Parties."
Terms used in this Consulting Services Agreement with initial
capital letters are defined in Appendix A or herein or in other Agreements.
BACKGROUND
The Parties have entered into the Framework Agreement
governing their overall relationship regarding the provision to Customer and its
Related Entities by Supplier of Products and Services. The Parties intend that
upon full execution of this Consulting Services Agreement, the terms hereof
shall be incorporated into and made a part of the Framework Agreement. The terms
of this Consulting Services Agreement are intended to supplement the Framework
Agreement by defining the Parties' rights and obligations with respect to the
provision by Supplier to Customer of Consulting Services. The Parties further
intend to enter into specific Transaction Agreements further defining their
agreement with respect to Consulting Services.
THE AGREEMENT
1. SCOPE OF SERVICES
1.1 EXISTING AGREEMENTS. If Consulting Services are currently being
provided by Supplier, the agreement(s) pursuant to which Supplier has provided
such Consulting Services shall remain in effect, except for those agreements set
forth in Exhibit 1.1.
1.2 CONSULTING SERVICES AVAILABLE FROM SUPPLIER. Upon request by
Customer, Supplier shall submit to Customer one or more Proposals to perform
specific Consulting Services for Customer in a manner that meets Customer's
objectives as stated in its request. Generally, Customer has a preference for
Consulting Services to be performed on a fixed price basis. However, if the
nature of the Consulting Services to be performed does not lend itself to such
pricing because of the scope of the work or Deliverables are not sufficiently
defined, then Customer may agree to price the Consulting Services on a time and
materials basis.
1.3 SCOPE OF WORK; SUPPLIER PERSONNEL AND RATES. Each Transaction
Agreement shall include, without limitation:
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(i) a specific description of the work to be performed in
providing Consulting Services to Customer;
(ii) the location(s) where work is to be performed;
(iii) the number of people, names and titles of Supplier
personnel who will perform and supervise the work;
(iv) Supplier personnel schedules showing assignments, begin
and end dates, T&M Charges, other applicable charges, fees and estimated
expenses;
(v) a listing of specific Deliverables to be completed by
Supplier, and the charges related to each Deliverable; and
(vi) Supplier personnel who will be assigned by Supplier as
Key Supplier Personnel in the specific capacities indicated next to their
respective names.
2. TERM.
2.1 INITIAL TERM. The initial term of this Consulting Services
Agreement is three (3) years from the Effective Date.
2.2 RENEWAL. This Consulting Services Agreement may be renewed as set
forth in Section 18.2 (B) of the Framework Agreement
3. PAYMENT
3.1 PAYMENT TERMS. The payment terms will be as set forth in Section
9.5 of the Framework Agreement.
3.2 INVOICES. Supplier will prepare the invoices as set forth in
Section 9.1 of the Framework Agreement.
3.3 OUT-OF-POCKET EXPENSES. Reimbursement for out-of-pocket expenses
will be as set forth in Section 8.5 of the Framework Agreement.
3.4 ACCEPTANCE. Customer may include in the terms and conditions of
each Transaction Agreement certain Acceptance Criteria for Supplier's delivery
and performance of the Products and Services and any related Deliverables.
Customer shall have the period of time, if any, as set forth in the applicable
Transaction Agreement in which to ascertain whether the Products and Services
meet or exceed all applicable Specifications, Deliverables, Service Levels and
all other representations, warranties, covenants and conditions of the
applicable Agreements, and that the Supplier has provided and performed the
Products and Services to successfully complete the Acceptance Criteria. Except
as otherwise expressly set forth in the Transaction Agreement,
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Customer's obligation to compensate Supplier with respect to any Products or
Services and any related Deliverables shall arise only after Customer has
reviewed such items, performed such Acceptance Testing as set forth in the
applicable Transaction Agreement, and otherwise established that Supplier has
fully performed its obligations under the applicable Agreements, and that
Supplier is not otherwise in default under such Agreements. In no event shall
use of the Products or Services or any related Deliverables by Customer for
business, profit, revenue or any other purpose during Acceptance Testing
constitute acceptance by Customer. Supplier's failure to meet the Acceptance
Criteria within the time established in the applicable Transaction Agreement
shall constitute breach, and it shall be deemed that Customer has received no
value from the Products and Services.
3.5 SUPPLIER'S EFFORTS TO MINIMIZE CHARGES. To the extent any Products
or Services are rendered on a time and materials basis under any of the Category
Agreements or Transaction Agreement, Supplier shall use commercially reasonable
efforts to complete each assigned task in as economical a manner as possible and
to minimize the T&M Charges and other charges or fees and expenses incurred in
connection therewith, to the maximum extent possible, consistent with Supplier's
other obligations under the Agreements.
IN WITNESS WHEREOF, this Consulting Services Agreement has
been executed by the Parties as of the Effective Date.
SUPPLIER CUSTOMER
By: /s/ Glen T. Meakem By: /s/ James Scotti
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(Print) Glen T. Meakem (Print) James Scotti
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Title: Chief Executive Officer Title: Commodity Manager
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Date: Date:
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