Sample Business Contracts

Consulting Agreement - Manugistics Inc. and The Kendall Group Inc.

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Manugistics, Inc., 2115 East Jefferson Street, Rockville, Maryland 20852

                              CONSULTING AGREEMENT

Consultant Name and Address:

John K. Willoughby and Jo Anne Gardner Willoughby
The Kendall Group, Inc.
7740 South Glencoe Way
Littleton, CO 80122

THIS AGREEMENT made by and between The Kendall Group, Inc., a Colorado
corporation ("CONSULTANT") and Manugistics, Inc., a Delaware corporation, with
headquarters located at 2115 East Jefferson Street, Rockville, Maryland 20852
(hereinafter "MANUGISTICS").

WHEREAS, MANUGISTICS wishes to engage the services of CONSULTANT for a limited
period of time in a field in which CONSULTANT is a leading expert, and
CONSULTANT is willing to render such services for MANUGISTICS on an agreed
basis as hereinafter specified.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:

1.       MANUGISTICS hereby retains CONSULTANT to render advisory services on a
         nonexclusive basis at MANUGISTICS' call for the term provided on the
         Supplement(s) attached hereto ("SUPPLEMENT").  CONSULTANT understands
         and agrees that all consulting work under this AGREEMENT shall be
         performed by either John K. Willoughby and Jo Anne Gardner Willoughby,
         who are deemed to be key personnel for purposes of this AGREEMENT.
         Any change in the key personnel under this AGREEMENT must be
         specifically authorized in writing by MANUGISTICS.

2.       The services MANUGISTICS may request of CONSULTANT will be as
         described on the attached SUPPLEMENT(s), which are incorporated herein
         by reference.  CONSULTANT will engage in discussions and meetings with
         MANUGISTICS personnel when so requested, and will use best efforts to
         provide solutions and answers to questions submitted by MANUGISTICS.
         CONSULTANT's point of contact at MANUGISTICS with respect to the
         specific nature and scope of the services to be provided hereunder and
         the days CONSULTANT is to engage in work hereunder is as indicated in
         the SUPPLEMENT(s), unless CONSULTANT is informed otherwise by

3.       Subject to the provisions of paragraph 1 hereof, the days when
         CONSULTANT is to engage in work hereunder will be designated by
         MANUGISTICS, subject to any prior work commitments of CONSULTANT and
         where practicable selected on the basis of the mutual convenience of
         the parties.  CONSULTANT agrees to use its best efforts to accommodate
         the work schedule requests of MANUGISTICS within standard working
         hours and balancing such scheduling requests with other work
         commitments. CONSULTANT will be paid for its services hereunder and
         for travel and expenses in accord with the attached SUPPLEMENT(s).

         At the close of each month hereunder CONSULTANT may bill MANUGISTICS
         for the time worked during such month, and for travel and expenses in
         accord with the SUPPLEMENT(s).  Such billings will

<PAGE>   2
         be sent to Accounts Payable, Manugistics, Inc., 2115 East Jefferson
         Street, Rockville, Maryland 20852, with a copy to CONSULTANT's point
         of contact and will be paid within 30 days following receipt.

4.       CONSULTANT hereby represents and warrants that no part of the fee paid
         by MANUGISTICS will be used directly or indirectly to make payments,
         gratuities, or emoluments, or to confer any other benefit, to an
         official of any government or any political party.

5.       CONSULTANT agrees that any and all ideas, documentation, computer
         programs, improvements, developments and inventions conceived of,
         developed, or first reduced to practice in the performance of work
         hereunder for MANUGISTICS shall become the exclusive property of
         MANUGISTICS and that any ideas, information and data received by
         MANUGISTICS hereunder and ideas and developments accruing therefrom
         shall all be fully disclosed to MANUGISTICS and shall all be the
         exclusive property of MANUGISTICS and may be dealt with by MANUGISTICS
         as such, all without payment of further consideration than is herein
         specified.  CONSULTANT further agrees to preserve all such ideas,
         developments, agreements, information, improvements and inventions as
         confidential during and after the term of this AGREEMENT, and to
         execute all papers and documents necessary to vest title to such
         ideas, developments, information, data, improvements and inventions in
         MANUGISTICS and to enable MANUGISTICS to apply for and, where
         possible, obtain copyrights, patents and/or other proprietary rights
         on such ideas, developments, information, data, improvements and
         inventions in any and all countries and to assign to MANUGISTICS the
         entire right, title and interest thereto.

         Notwithstanding the above, CONSULTANT shall retain all of its
         copyright and other proprietary rights to materials developed by
         CONSULTANT exclusively during CONSULTANT's own time and independently
         of CONSULTANT's work to be performed under SUPPLEMENT. MANUGISTICS
         agrees that CONSULTANT may use such materials in the performance of
         his work for MANUGISTICS without surrendering his proprietary rights
         to such materials. During and subsequent to the termination of
         AGREEMENT or any supplement thereto, CONSULTANT agrees to make such
         materials available to MANUGISTICS at the then-current prices for such
         materials for the purposes of distributing them to MANUGISTICS
         employees or to employees of MANUGISTICS' customers.

6.       CONSULTANT will comply with, and do all things necessary to comply
         with and, solely with respect to CONSULTANT's work hereunder, for
         MANUGISTICS to comply with, United States Government laws and
         regulations.  CONSULTANT will also comply with and do all things
         necessary for MANUGISTICS to comply with provisions of contracts
         between agencies of the United States Government or their contractors
         and MANUGISTICS which (i) relate either to patent rights or to the
         safeguarding of information pertaining to the security of the United
         States and (ii) copies of which, or adequate descriptions of which,
         have previously been provided in writing by MANUGISTICS to CONSULTANT.
         Both parties agree that this entire AGREEMENT and/or its contents may
         be disclosed to the United States Government.

7.       CONSULTANT shall maintain appropriate time and expense records
         pertaining to the services performed under this AGREEMENT.  Said
         records may be examined and audited by MANUGISTICS and the Government
         for three (3) years after final payment hereunder.

8.       Each of CONSULTANT and MANUGISTICS shall indemnify the other party for
         any claims brought by any third party against such other party as a
         result of any personal injury or property damage incurred by such
         third party as a result of any action or omission on the part of the
         indemnifying party.

9.       CONSULTANT warrants that no person or selling agency has been or will
         be employed or retained to solicit or secure on behalf of MANUGISTICS
         any contract, including but not limited to a United States Government
         contract, upon an agreement or understanding for a commission,
         percentage, brokerage, or

<PAGE>   3
         contingent fee, excepting bona fide employees or bona fide established
         commercial or selling agencies maintained by CONSULTANT for the
         purpose of receiving business.  For breach or violation of this
         warranty, MANUGISTICS shall have the right to annul this AGREEMENT
         without liability or in its discretion to deduct from the fee or
         consideration, or otherwise recover, the full amount of such
         commission, percentage, brokerage or contingent fee.

10.      It is contemplated that this AGREEMENT will involve disclosure to
         CONSULTANT of MANUGISTICS' and/or MANUGISTICS' customers' proprietary
         information and trade secrets, including, but not limited to, customer
         lists, proprietary programs and other documents, secret formulae,
         programs, devices, compilations of  information, and methods of
         operation or fabrication and the like.  The CONSULTANT agrees to
         regard and preserve as confidential and not to disclose or use in any
         manner, during and after the term of this AGREEMENT, all such
         information and any other confidential information pertaining to
         MANUGISTICS or MANUGISTICS' customers' business obtained by CONSULTANT
         from whatever source during the term of this AGREEMENT; provided
         however, that if disclosure or use of said proprietary information is
         required in the performance of CONSULTANT's work hereunder for
         customers may waive the provisions of this paragraph 10 in writing at
         CONSULTANT's request.

11.      CONSULTANT will not disclose to MANUGISTICS or induce MANUGISTICS to
         use any secret process, trade secret, or other confidential knowledge,
         information or property belonging to others.

12.      CONSULTANT further covenants that there is no agreement between
         CONSULTANT and any other person, firm, or corporation which would
         cause this AGREEMENT not to have full force and effect.

13.      This AGREEMENT shall terminate upon the death or disability of any of
         CONSULTANT's key employees which prevents CONSULTANT from efficiently
         performing its services.  Either MANUGISTICS or CONSULTANT may
         terminate this AGREEMENT after a minimum of two thousand (2,000) hours
         of consulting services have been performed by providing the other
         party with sixty (60) days written notice of such intent to terminate.
         Notwithstanding the foregoing, MANUGISTICS may, at its option,
         terminate this AGREEMENT at any time, after ten (10) days written
         notice and opportunity to cure, if the failure is curable, and
         otherwise without prior written notice, if either CONSULTANT fails to
         provide services in a manner that conforms with prevailing commercial
         standards for comparable services.  In the event of termination,
         MANUGISTICS' only obligation or liability shall be payment for
         services performed or any outstanding expenses incurred up to the date
         of termination.

14.      CONSULTANT shall not hold itself out as an agent or representative of
         MANUGISTICS.  CONSULTANT shall render its services hereunder as an
         independent contractor, and it shall have no authority to obligate
         MANUGISTICS in any manner.

15.      This AGREEMENT may not be assigned by either party without the written
         consent of the other, except by MANUGISTICS to wholly-owned
         subsidiaries and related corporate entities.

16.      This AGREEMENT shall be construed and interpreted in accordance with
         the laws of the State of Maryland.

17.      The parties to this AGREEMENT mutually agree that this AGREEMENT
         contains the final and entire agreement between the parties with
         respect to the consulting relationship described herein and neither
         they nor their agents shall be bound by any terms, conditions,
         statements, warranties, or representations, oral or written, relating
         to such consulting relationship and not herein contained.

<PAGE>   4
18.      This AGREEMENT shall not be varied in its terms by any oral agreement
         or representation or otherwise than by an instrument in writing of
         subsequent date executed by both parties hereto.  Any purchase order
         issued by MANUGISTICS in connection herewith is for administrative
         purposes only.

19.      CONSULTANT shall complete and return to MANUGISTICS with this
         AGREEMENT, Exhibit A hereto entitled "CONSULTANT's FEDERAL INCOME TAX
         INFORMATION", which information CONSULTANT hereby certifies is true
         and correct. The parties understand that MANUGISTICS will provide this
         information to the Internal Revenue Service in accordance with federal
         tax law.

Accepted by CONSULTANT:                  Accepted by MANUGISTICS:
By:  /s/ JOHN K. WILLOUGHBY              By:  /s/ WILLIAM M. GIBSON
    ---------------------------------        ----------------------------------
             Signature                                Signature

Print Name:  John K. Willoughby          Print Name:  William M. Gibson
            -------------------------                --------------------------

Title:   President                       Title:   President & CEO
       ------------------------------           -------------------------------

Date:    May 24, 1996                    Date:    May 24, 1996
      -------------------------------           -------------------------------
Accepted by CONSULTANT's Key Employees:
 /s/ JOHN K. WILLOUGHBY                     
John K. Willoughby                     
 May 24, 1996
Jo Anne Gardner Willoughby             
May 24, 1996

<PAGE>   5


The Tax Equity and Fiscal Responsibility Act of 1982 significantly increased
the penalties for failure to file form 1099 information returns and to include
the recipient's taxpayer identification number with the return.  To comply with
these laws, it is necessary for us to obtain the federal identification number
or social security number of every vendor with whom we do business.  Please
provide us with the information in the spaces below.  If there is valid
exemption for your organization, please provide a description of that exemption
in the appropriate space.

Nature of Organization:           Corporation                               (x)
                                  Partnership                               ( )
                                  Individual                                ( )
                                  Federal Tax-Exempt Organization           ( )
                                  State, City or Other Governmental Unit    ( )
                                  Other (Explain)                           ( )
Federal Identification Number       Applied For
Social Security Number                                                 
Description of Valid Exemption                                                

<PAGE>   6
Manugistics, Inc., 2115 East Jefferson Street, Rockville, Maryland 20852

                                SUPPLEMENT NO. 1
                              CONSULTING AGREEMENT

1.       This Supplement modifies and amends the Consulting Agreement dated May
         23, 1996 between Manugistics, Inc. ("MANUGISTICS") and The Kendall
         Group, Inc. ("CONSULTANT").  The term of this Supplement
         ("SUPPLEMENT") is for a maximum of  three (3) years during the term
         commencing  May 23, 1996 and ending  May 23, 1999 .

2.       CONSULTANT's point of contact at MANUGISTICS for purposes of
         SUPPLEMENT is Mike Sullivan .

3.       It is anticipated that CONSULTANT's work will be generally performed
         at its office in Colorado, but MANUGISTICS may, through its contact
         person designated above, require that CONSULTANT perform services at
         MANUGISTICS' office in Rockville, MD to the extent reasonable
         necessary to the accomplishment of the objectives of the work to be
         performed by CONSULTANT hereunder.

4.       CONSULTANT shall be paid at the rate of $125.00 per hour for a minimum
         of 2,000 hours, and MANUGISTICS agrees that (i) at least 667 of such
         hours shall be performed and paid for in the first year of the term of
         the aforesaid CONSULTING AGREEMENT and (ii) at least 1,333 of such
         hours shall be performed and paid for, in the aggregate, in the first
         two years of the term of such CONSULTING AGREEMENT. In no event shall
         CONSULTANT receive a total fee of more than $250,000.00 for services
         performed hereunder or be required to work more than 2,000 hereunder,
         unless and to the extent mutually agreed in writing by the parties

5.       MANUGISTICS will reimburse CONSULTANT for CONSULTANT's reasonable
         travel expenses to such places as, with MANUGISTICS' prior approval,
         CONSULTANT may travel in the performance of services for MANUGISTICS.
         MANUGISTICS shall also reimburse CONSULTANT for its reasonable
         non-travel expenses incurred with MANUGISITCS' prior approval in the
         performance of services hereunder.  Notwithstanding the foregoing,
         CONSULTANT shall be entitled to reimbursement of expenses of up to
         $300 per calendar month (including without limitation travel, parking
         and long-distance telephone expenses) reasonably incurred by it in
         connection with its performance of services hereunder, with no
         necessity of prior approval of such expenses by MANUGISTICS.  Approved
         travel expenses shall be included on CONSULTANT's monthly bill.
         Unless specifically approved in writing in advance by Mike Sullivan,
         travel and transit time will not be considered working time for
         purposes of this SUPPLEMENT.

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6.       The services MANUGISTICS may request of CONSULTANT will be in the
         general areas of  the business of Avyx, Inc. and software consulting
         and, except to the extent that such request is inconsistent with a
         pre-existing contractual obligation of CONSULTANT, CONSULTANT shall
         use its best efforts to accommodate such request.

Accepted by CONSULTANT:                 Accepted by MANUGISTICS:
By:   /s/ JOHN K. WILLOUGHBY            By:   /s/ WILLIAM M. GIBSON
    --------------------------------        ----------------------------------
             Signature                                  Signature
Print Name:   John K. Willoughby        Print Name:   William M. Gibson
            ------------------------                --------------------------
Title:   President                      Title:   President & CEO
       -----------------------------           -------------------------------
Date:    May 24, 1996                   Date:    May 24, 1996
      ------------------------------          --------------------------------
Accepted CONSULTANT's Key Employees by:  

John K. Willoughby

 May 24, 1996

Jo Anne Gardner Willoughby

 May 24, 1996