Sample Business Contracts

Contractor Agreement - Persistent Systems Pvt. Ltd. and Netezza Corp.

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                              CONTRACTOR AGREEMENT

This Contractor Agreement, effective as of 1 February 2001 (the "Effective
Date"), is entered into by and between Persistent Systems Pvt. Ltd., a Private
Limited Company of India, having a principal place of business at 'Bhageerath',
402 Senapati Bapat Road, Pune 411016 INDIA (hereinafter referred to as
"Contractor") and Netezza Corporation, with office located at 1671 Worcester
Road, Framingham, MA 01701, USA (hereinafter "Company").

1.   Engagement: Contractor agrees to act as contractor and the Company agrees
     to retain the services of Contractor to Company beginning on the Effective
     Date and continuing until terminated pursuant to section 11 below. During
     the term of this Agreement, Contractor shall perform software development
     services as detailed in Attachment A, Statement of Work. Change orders may
     be made and additional tasks may be added to the Statement of Work during
     the term of this Agreement upon mutual written agreement of Contractor and
     Company. No changes or additions may be implemented or acted upon by
     Contractor unless agreed to prior to the incurring of any additional cost
     or impact on the schedule.

2.   Commercially Reasonable Efforts: In rendering services pursuant to this
     Agreement, Contractor agrees to devote its commercially reasonable efforts
     to the performance of its duties and responsibilities under this Agreement.
     Company agrees to devote its commercially reasonable efforts to support the
     activities of the Contractor to perform its duties and responsibilities

3.   Independent Contractor: Contractor's relationship with Company is that of
     an independent contractor, and nothing in this Agreement will be construed
     to create a partnership, joint venture, agency, or employer-employee
     relationship. Company does not have the right to control the exact manner
     or determine the precise method of accomplishing the services. However,
     Company is entitled to exercise a broad, general right of supervision and
     control over the results of the services performed by Contractor to ensure
     satisfactory performance thereof. This power of supervision includes the
     right to inspect, stop work, make suggestions or recommendations as to the
     details of the work, and request modifications to the scope of the
     services. Contractor is responsible for furnishing all labor to perform its
     services hereunder unless specifically set forth in Attachment A.
     Contractor is not authorized to assume or create any obligation or
     responsibility, express or implied, on behalf of, or in the name of,
     Company or to bind Company in any manner, unless specifically requested or
     authorized to do so in writing by Company. Contractor will under no
     circumstances perform duties not related to the work assigned explicitly to
     the Contractor under this Agreement. Contractor acknowledges that Company
     will not withhold any federal income tax, state income tax, social security
     tax, or state disability insurance tax from amounts to be paid to
     Contractor under this Agreement. Contractor further acknowledges that
     Company will not pay FICA or federal or state unemployment insurance on
     Contractor's behalf, and will not cover Contractor or any of its employees
     under any worker's compensation insurance, unemployment insurance,
     retirement plan, health care plan, disability or life insurance plan,
     vacation plan, or any other benefit plan which Company provides for its
     employees. Contractor shall carry, at the expense of Contractor,
     appropriate worker's compensation and liability insurance to cover
     Contractor, its employees, and the performance of the obligations in this

4.   Payments: For the services to be rendered under this Agreement, Company
     agrees to pay Contractor as compensation for its services, and the
     Contractor agrees to accept as full compensation, amounts as per the rates
     given in Attachment A. Payment under this Agreement will be made upon
     presentation and acceptance of an invoice faxed on the last working day of
     each month. Upon submission of an itemized expense report in Contractor's
     format and original receipts for expenses incurred by Contractor, Company
     will also reimburse Contractor for travel and travel-related expenses as
     set forth in Attachment A. All approved fees are payable to Contractor net
     [**] days from invoice unless otherwise specifically set forth in
     Attachment A.

5.   Confidentiality: It may be necessary during the term of this Agreement for
     one party (the "Disclosing Party") to provide the other party (the
     "Receiving Party") with certain materials of a private, secret,
     confidential, or proprietary nature concerning the Disclosing Party's
     technology, business, business relationships, or financial affairs in
     electronic, written, oral, and/or physical sample form ("Confidential

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     Information"). By way of illustration, but not limitation, Confidential
     Information may include inventions, products, processes, methods,
     techniques, algorithms, drawings, projects, developments, plans, research
     data, financial data, personnel data, computer software or hardware,
     customer and supplier lists, and contacts at or knowledge of customers or
     prospective customers of the Disclosing Party.

     a.   NONDISCLOSURE. The Receiving Party (a) shall treat all Confidential
          Information as strictly confidential, (b) shall not disclose any
          Confidential Information to any other person or entity without the
          prior written consent of the Disclosing Party, (c) shall protect the
          Confidential Information with at least the same degree of care and
          confidentiality as it affords its own confidential information, at all
          times exercising at least a reasonable degree of care in such
          protection, and (d) shall not use any Confidential Information in any
          manner except for purposes of conducting business with the Disclosing
          Party, or as otherwise agreed by the Disclosing Party in writing.
          Notwithstanding the foregoing, the Receiving Party may disclose
          Confidential Information pursuant to an order of a court or
          governmental agency as so required by such order, provided that the
          Receiving Party shall first notify the Disclosing Party of such order
          and afford the Disclosing Party the opportunity to seek a protective
          order relating to such disclosure. The Receiving Party hereby agrees
          to notify the Disclosing Party immediately if it learns of any use or
          disclosure of any Disclosing Party Confidential Information in
          violation of the terms hereof. Company and Contractor each agree that
          disclosure of Confidential Information of either Disclosing Party
          shall be limited by the Receiving Party to employees of the Receiving
          Party having a need-to-know, and that such employees shall execute and
          be bound by an employee agreement requiring handling of Confidential
          Information in accordance with the terms of this Agreement.

     b.   LIMITATIONS. Notwithstanding the foregoing, Confidential Information
          shall not include any information, which the Receiving Party can show:
          (a) is now or later has become available in the public domain without
          breach of this Agreement by the Receiving Party, or (b) was in the
          possession of the Receiving Party prior to disclosure to the Receiving
          Party by the Disclosing Party, or (c) was received from a third party
          without breach of any nondisclosure obligations to the Disclosing
          Party or otherwise in violation of the Disclosing Party's rights, or
          (d) was developed by the Receiving Party independently of any
          Confidential Information received from the Disclosing Party.

     c.   TERM. The Receiving Party shall observe all obligations hereunder with
          respect to disclosures of Confidential Information for a period of
          three (3) years after the particular Confidential Information was
          received from the Disclosing Party. The terms of this section will
          survive the termination of this Agreement.

     d.   TITLE AND PROPRIETARY RIGHTS. Notwithstanding the disclosure of any
          Confidential Information by the Disclosing Party to the Receiving
          Party, the Disclosing Party shall retain title thereto and to all
          intellectual property and proprietary rights therein, and the
          Receiving Party will have no rights, by license or otherwise, to use
          the Confidential Information except as expressly provided herein. The
          Receiving Party shall not alter or obliterate any patent notice,
          trademark, trademark notice, copyright notice, confidentiality notice,
          or any notice of any other proprietary right of the Disclosing Party
          on any copy of the Confidential Information, and shall faithfully
          reproduce any such mark or notice on all copies of such Confidential

     e.   RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will promptly
          return all tangible material embodying Confidential Information (in
          any form and including, without limitation, all summaries, copies, and
          excerpts of Confidential Information) upon the earlier of (a) the
          completion or termination of services pursuant to this Agreement, and
          (b) the Disclosing Party's written request.

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     f.   THIRD-PARTY INFORMATION. The parties agree that the terms of this
          section extend to such types of information, materials, and tangible
          property of third parties who may have disclosed or entrusted the same
          to either party with the expectation of confidentiality.

6.   Approval Process: Company shall have the right to inspect, and accept or
     reject, any deliverable item under the Statement of Work. If within thirty
     (30) days of delivery of any deliverable item, Company determines in good
     faith that any item does not conform to any condition of this Agreement,
     the Statement of Work, or otherwise does not function properly, then in
     addition to any other remedy available to Company, Company may return such
     item to Contractor for correction or modification. Contractor shall, at its
     sole expense, correct or modify such item and deliver the same to Company
     as expeditiously as possible. Unless otherwise requested by Company and
     agreed to in writing by Contractor, failure to give Contractor notice of
     nonconformance within the thirty (30) day period will constitute acceptance
     of that deliverable item by Company.

7.   Ownership/Work for Hire: All inventions, discoveries, computer programs,
     data, technology, designs, innovations, and improvements (whether or not
     patentable and whether or not copyrightable) ("Inventions") related to the
     business of Company which are made, conceived, reduced to practice,
     created, written, designed, or developed by Contractor, solely or jointly
     with others, during the term of this Agreement or thereafter if resulting
     or directly derived from Confidential Information (as defined in section 5
     above), shall be the sole property of Company. Contractor hereby assigns to
     Company all Inventions and any and all related patents, copyrights,
     trademarks, trade names, and other industrial and intellectual property
     rights and applications therefor, in the United States and elsewhere, and
     appoints any officer of Company as its duly authorized attorney to execute,
     file, prosecute, and protect the same before any government agency, court,
     or authority. Upon the request of Company, Contractor shall execute such
     further assignments, documents, and other instruments as may be necessary
     or desirable to fully and completely assign all Inventions to Company and
     to assist Company in applying for, obtaining, and enforcing patents or
     copyrights or other rights in the United States and in any foreign country
     with respect to any Invention. Contractor also hereby waives all claims to
     moral rights in any Inventions. Contractor shall promptly disclose to
     Company all Inventions and will maintain adequate and current written
     records (in the form of notes, sketches, drawings, and as may be specified
     by Company) to document the conception and/or first actual reduction to
     practice of any Invention. Such written records shall be available to and
     remain the sole property of Company at all times. Contractor agrees that it
     will obtain contractual obligations legally sufficient to effectuate its
     obligations under this section from its employees who provide services
     pursuant to this Agreement. Contractor shall provide copies of such
     agreements to Company. Company acknowledges that Contractor enters this
     Agreement already possessing substantial skill in the field in which
     Contractor has been retained, and this Agreement in no way limits
     Contractor's ability to use these skills in any other application that
     Contractor sees fit, except as set forth in section 8 below. In the work
     product provided to Company, Contractor is likely to use variants of
     algorithms, software development and testing techniques, architectures,
     structures, and design methodologies that are known in the art or to
     Contractor, and nothing in this Agreement shall limit or prevent Contractor
     from reusing these techniques under contract to others or for the purposes
     of Contractor's own developments, except as set forth in section 8 below.

8.   Non-Competition: During the term of this Agreement and for a period of [**]
     thereafter, neither party to this Agreement shall, directly or indirectly,
     disclose, discuss, modify, release, transfer, or otherwise make known in
     any way any aspect of the other party's Confidential Information to any
     other entity at any time. Contractor agrees not to internally develop and
     market products that compete with Company's computer hardware products. No
     term of this Agreement shall limit either party from developing competing
     products under contract to or in partnership with other entities, except
     that Contractor agrees not to develop competing computer hardware products.
     Neither party may use the Confidential Information of the other party in
     the development of such products.

9.   Non-Solicitation: During the term of this Agreement and for one (1) year
     thereafter, neither party will directly or indirectly recruit, solicit, or
     induce any employee, advisor, or consultant of the other party to terminate
     his or her relationship with that party.

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10.  Property Rights: Contractor agrees to deliver promptly all Company's
     property and all copies of Company's property in Contractor's possession at
     any time upon Company's request. Upon termination of this Agreement for any
     reason, Contractor agrees to deliver promptly to Company all such
     documents, whether in written, graphical, or electromagnetic form, together
     with any other of Company's property then in Contractor's possession,
     except as Company may, by prior written approval, allow Contractor to

11.  Termination: This Agreement may be terminated by either party at any time
     upon fifteen (15) days written notice. In the event of termination of this
     Agreement, all provisions herein with respect to confidentiality,
     ownership, and property rights shall remain in force. Upon receipt of such
     notice from Company, Contractor shall cease providing services, advise
     Company of the extent to which Contractor has completed the services
     through such date, and collect and deliver to Company whatever work product
     then exists. Company shall make a final payment to Contractor for all work
     performed through the date of such termination, net thirty (30) days.

12.  Notices: All notices hereunder shall be given in writing by hand delivery,
     courier service, US Mail, or facsimile, addressed to the signatories of
     this Agreement at the respective addresses set forth in the first paragraph
     of this Agreement, or at such addresses as may from time to time be
     designated by either party to the other.

13.  Waiver: No failure by either party hereto to exercise and no delay in
     exercising any right hereunder shall operate as a waiver thereof, nor shall
     any single or partial exercise of any right hereunder by either party
     preclude any other or future exercise of any right hereunder by that party.

14.  No Subcontract: Contractor agrees that no work under this Agreement shall
     be subcontracted to any party without Company's prior written consent, and
     that only Contractor and/or its employees will perform the work hereunder.
     In the event of any permitted subcontract, the subcontracting party must be
     bound by the terms of sections 2, 3, 5, 7, 9, 10, 11, and 12 of this

15.  Assignment: This Agreement is not assignable by either party in whole or in
     part without the written consent of the other party.

16.  Severability: The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement.

17.  Equitable Remedies: The restrictions contained in this Agreement are
     necessary for the protection of the business and goodwill of Company and
     are considered by Contractor to be reasonable for such purpose. Contractor
     agrees that any breach of this Agreement is likely to cause Company
     substantial and irrevocable damage and therefore, in the event of any such
     breach, Contractor agrees that Company, in addition to such other remedies
     which may be available, shall be entitled to specific performance and other
     injunctive relief.

18.  Governing Law: This Agreement is governed by and will be construed as a
     sealed instrument under and in accordance with the laws of the Commonwealth
     of Massachusetts (without reference to the conflicts of laws provisions
     thereof). Any action, suit, or other legal proceeding which is commenced to
     resolve any matter arising under or relating to any provision of this
     Agreement shall be commenced only in a court of the Commonwealth of
     Massachusetts (or, if appropriate, a federal court located within
     Massachusetts), and Company and Contractor each consents to the
     jurisdiction of such a court.

19.  Entire Agreement: This Agreement supersedes all prior agreements, written
     or oral, between Contractor and Company relating to the subject matter of
     this Agreement. This Agreement may not be modified, changed, or discharged
     in whole or in part, except by an agreement in writing signed by Contractor
     and Company. Contractor agrees that any change or changes in the services
     to be performed or payment terms after the signing of this Agreement shall
     not affect the validity or scope of this Agreement.

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IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.


By /s/ Anand Deshpande                  By /s/ Jitendra Saxena
   ---------------------------------       -------------------------------------
   Signature                               Signature

ANAND DESHPANDE                         J. S. SAXENA
Print Name                              Print Name

MANAGING DIRECTOR                       CEO
Title                                   Title

JANUARY 24, 2002                        1/29/02
Date                                    Date

Phone: +91 (20) 567 8900                Phone: (508) 665-6800
Fax: +91 (20) 567 8901                  Fax: (508) 665-6811

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Attachment A


Contractor:         Persistent Systems Pvt. Ltd. (PSPL), Pune, India

Company:            Netezza Corporation, 1671 Worcester Road,
                    Framingham, MA 01701, USA
Duration of

Requirements:       The exact work statements, deliverables, project plans, the
                    number of engineers who will work on the project will be
                    agreed upon by the project-in-charge with the Contractor as
                    well as Company in writing (email acceptable) from time to

Rate of             For services performed through 30 November 2001:
Compensation:       US$[**] per person per month for a group size up to [**].
                    US$[**] per person per month for every additional person
                    beyond the group size of [**], up to a maximum of [**]
                    people total.
                    Total monthly compensation is capped at $[**].

                    Team size is subject to approval in writing by Company.

                    For services performed beginning 1 December 2001:
                    US$[**] per person per month for a group size up to [**].
                    US$[**] per person per month for every additional person
                    beyond the group size of [**], up to a maximum of [**]
                    people total.
                    Total monthly compensation is capped at $[**].
                    Team size is subject to approval in writing by Company.
                    Contractor shall provide [**] personnel on-site at Company
                    for [**] weeks in each of the[**] beginning 1 December 2001.
                    The parties may agree in writing to continue this practice
                    beyond [**]. Company may request additional Contractor
                    personnel on-site.

Expenses:           For services performed through 30 November 2001:
                    If travel is needed then Company will pay for:

                    All non-standard hardware and software purchased by
                    Contractor upon written permission from Company (email
                    acceptable) for the execution of work on these projects will
                    be reimbursed by Company.

                    For services performed beginning 1 December 2001:
                    Contractor will pay expenses associated with providing [**]
                    Contractor personnel on-site at Company for [**] weeks in
                    each of the [**] beginning 1 December 2001.
                    Company will pay the following expenses associated with
                    providing additional Contractor personnel on-site: [**]
                    All travel must be approved by Company in advance in writing
                    (email acceptable).

Time of Payment:    Net [**] days after the invoice is made by PSPL

Location:           'Bhageerath', 402 Senapati Bapat Road, Pune 411016 INDIA

                                   Page 6 of 7


Scope of Work:      The Scope of Work for this Agreement shall include:

                    A.   Software Development:
                            1.   [**]
                            2.   [**]
                            3.   [**]
                            4.   [**]

                    B.   Quality Assurance:
                            1.   [**]
                            2.   [**]

                    C.   Such other projects and tasks as may be mutually agreed
                         by the parties

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