Sample Business Contracts

Consulting Services Subcontract Agreement - Motive Communications Inc. and Perficient Inc.

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[LOGO]                     MOTIVE COMMUNICATIONS, INC.

This Subcontract Agreement by and between Motive Communications, Inc.
("Motive") with principal offices at 9211 Waterford Centre Blvd, Suite, 100,
Austin, TX 78759 and PERFICIENT, INC. ("Consultant") with principal offices
at 7600 - B North Capital of TX Hwy, Suite 220, Austin, TX 78735 sets forth
the terms and conditions under which Consultant will provide certain
consulting services to Motive.

1.   Scope of Services

     1.1      Consultant agrees to provide the professional computer
              consulting services ("Services") described on separately
              executed Statements of Work (the "Statement of Work") as may
              from time to time be issued hereunder.

     1.2      Each Statement of Work shall define the specific Services
              authorized by Motive, the schedule or term, The applicable
              rates and charges therefor, and other appropriate terms and
              conditions. All items prepared or required to be delivered
              under any Statement of Work are collectively referred to
              herein as the "Deliverables".

     1.3      Each Statement of Work shall be governed by the terms and
              conditions of this Agreement and in the event of any conflict
              between this Agreement and a Statement of Work, the provisions
              of the Statement of Work shall prevail.

     1.4      Consultant understands and agrees that by executing this
              Agreement, Motive is not committing or obligating itself to
              use the services of the Consultant and that no work or charges
              are or shall be authorized hereunder unless and until
              authorized in writing by a Statement of Work signed by both

2.   Term

     2.1      This Agreement shall remain in effect until terminated by
              either party as provided herein.

     2.2      Each Statement of Work shall remain in effect until the work
              authorized thereunder is completed or is earlier terminated as
              provided herein.

3.   Price and Payment

     3.1      All Services to be performed on an hourly basis shall be at
              the rates specified in a Statement of Work.

     3.2      Those Services which are priced on other than an hourly basis
              will be at the prices and fees specified in the applicable
              Statement of Work.

     3.3      Unless invoicing and payment is tied to milestones specified
              under a given Statement of Work, Consultant will invoice Motive
              monthly. All invoices shall be submitted by Consultant on or
              before the fifteenth of the month following the month in which
              such services were rendered or during which applicable milestones
              or other payment events were completed. Consultant acknowledges
              that its failure to render invoices by the fifteenth of the
              following month may result in rejection, or delayed payment, of
              such invoices by Motive and Consultant assumes all risks from
              its failure to timely submit invoices.

     3.4      All invoices which have been timely submitted in accordance
              with the provisions of Section 3.3 shall be paid by Motive on
              the last occurring of (i) forty-five (45) days from receipt of
              Consultant's invoice.

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4.   Confidentiality

     4.1      Consultant agrees to keep confidential all Deliverables and all
              technical, product, business, financial, and other information
              regarding the business and software programs of Motive and/or or
              Motive's client (the "Confidential Information"), including but
              not limited to programming techniques and methods, research and
              development, computer programs documentation, marketing plans,
              customer identity, and business methods.

     4.2      Consultant shall at all times protect and safeguard the
              Confidential Information and agrees not to disclose, give,
              transmit or otherwise convey any Confidential Information, in
              whole or in part, to any other party.

     4.3      Consultant further agrees not to attempt to ascertain the
              source code of any Motive computer program by unauthorized
              access or review, reverse engineering, decompilation,
              disassembly, or any other technique or method.

     4.4      Consultant agrees that it will not use any Confidential
              Information for its own purpose or for the benefit of any
              third party and shall honor the copyrights of Motive and/or a
              client and will not copy, duplicate, or in any manner
              reproduce any such copyrighted materials.

     4.5      The provisions of this Article 4 shall survive termination or
              expiration of this Agreement or any Statement of Work
              hereunder. Motive or its client shall have the right to take
              such action it deems necessary to protect its rights
              hereunder, including, without limitation, injunctive relief
              and any other remedies as may be available at law or equity.

5.   Ownership

     5.1      Consultant agrees that all Deliverables are works made for
              hire and shall belong exclusively to Motive and no rights
              thereto shall accrue in any manner to the Consultant. In
              addition, Motive shall be the sole owner of all patents,
              copyrights, trade secrets and other intellectual property
              rights related to the Deliverables. Deliverables made under a
              SOW may be used during performance of other Motive SOW's at
              other Motive Customer engagements. The Consultant does not
              have the right to use any Deliverables if Consultant is not
              performing such services on behalf of Motive under a Motive

     5.2      Consultant agrees to execute all documents required by Motive
              to apply for, register, perfect, obtain or enforce any
              ownership and intellectual property rights pertaining to a
              given Deliverable. Any effort requested of Consultant to
              support this effort will be at mutually agreeable rates.

6.   Motive's Facilities

     6.1      To the extent Consultant has access to or uses the facilities
              or computer resources of Motive or Motive's client, Consultant
              agrees to comply at all times with the applicable rules and
              regulations regarding safety, security, use, and conduct.

7.   Records and Reports

     7.1      Consultant shall maintain complete and accurate records of the
              work performed hereunder, the amounts invoiced and hours
              worked. Such records shall be in accordance with standard
              accounting practices and shall include, but not be limited to,
              time sheets and receipts for reimbursable expenses.

     7.2      Copies of the foregoing records and a status report in such
              detail as Motive shall reasonably require shall be furnished
              to Motive at such times and frequencies as Motive may from
              time to time request.

     7.3      Motive shall have the right to inspect and audit Consultant's
              records at Consultant's place of business during normal
              business hours at any time during the term of this Agreement
              and for a period of one (1) year thereafter, upon giving
              Consultant thirty (30) days prior written notice.

8.   Warranties of Consultant

     8.1      Consultant warrants that the Services shall be performed in a
              workmanlike and professional manner.

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     8.2      Consultant warrants that all employees assigned to perform work
              under this Agreement shall have a level of skill and experience
              commensurate with the requirements of the task to which such
              employee is required to perform. Consultant agrees to promptly
              replace any employee assigned to this Agreement who is not
              acceptable to Motive and to make the services of any key persons
              specified on a given Statement of Work available for performance
              of Services thereunder.

     8.3      Consultant warrants that all Deliverables shall be the original
              work product of Consultant and will not be based on, or derived
              from, the proprietary information or items of a third party and
              that none of the Deliverables will infringe any copyrights,
              patents, trade secrets, or other proprietary rights of a third
              party. Consultant shall defend, indemnify and hold Motive
              harmless from and against any and all damages arising out of any
              claim brought by a third party that any Deliverable is

     8.4      Consultant further warrants that all Deliverables shall conform
              with applicable specifications and requirements as set forth on
              the Statement of Work. Consultant shall correct all errors,
              defects, inconsistencies, or malfunctions in any of the
              Deliverables discovered by Motive or its client during the period
              ending thirty (30) days from Motive's receipt of any programs,
              documentation or other materials prepared hereunder. If Motive is
              required under a contract with its customer to provide any unique
              terms or a warranty greater than thirty days, Motive will notify
              Consultant of such requirement and this agreement will be
              modified accordingly by mutually agreement.

9.   Termination

     9.1      This Agreement or any Statement of Work hereunder may be
              terminated prior to expiration or completion in accordance
              with the following:

              9.1.1    By either party without cause on fifteen
                       (15) days written notice. However, no such
                       termination initiated by Consultant shall be
                       effective until all applicable Statements of
                       Work have been completed.

              9.1.2    By Motive in the event Consultant does not
                       replace an employee of Consultant who is not
                       acceptable to Motive within five (5) days
                       from Motive's written request.

              9.1.3    By either party in the event the other has
                       failed to perform any obligation required to
                       be performed under this Agreement or an
                       Statement of Work and such failure is not
                       corrected within thirty (30) days from
                       receipt of written notice advising of such
                       failure from the other party.

     9.2      Upon completion, termination, or expiration of this Agreement
              or a given Statement of Work, Consultant shall deliver to
              Motive all copies of all Deliverables in their then current
              form or state, whether complete or incomplete, and return to
              Motive all applicable Confidential Information.

10.  Independent Contractor

     10.1     Consultant agrees that it is an independent contractor and
              that it will perform under this Agreement as an independent
              contractor. Nothing in this Agreement shall be deemed to make
              Consultant an agent, employee or partner of Motive. Consultant
              shall not be entitled to any of the fringe benefits of Motive
              and shall have no authority to bind, commit, contract for or
              otherwise obligate Motive in any manner whatsoever.
              Furthermore, Consultant shall withhold and pay Social
              Security, income taxes, and other employment taxes for itself
              and its employees.

11.  Liability

     11.1     Except with respect to Consultant's obligations under Articles
              4, 8 and 13, neither party shall be liable to the other for
              any lost profits or indirect or consequential damages arising
              under this Agreement or any Statement of Work.

12.  Assignment and Subcontracting

     12.1     Consultant shall not assign this Agreement or any Statement of
              Work or subcontract any work required to be performed by it
              without the prior written consent of Motive.

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13.  Non-solicitation and Non-compete

     13.1     During the term this Agreement is in effect and for a period of
              six (6) months thereafter, neither party shall solicit employment
              to any employees then currently employed by the other party
              without the prior written consent. Notwithstanding the forgoing,
              neither party is prevented from hiring an individual who is no
              longer employed by other party or is responding to general public
              employment advertisements.

     13.2     During the term of this Agreement and for a period of one (1)
              year thereafter, Consultant agrees not to engage in any
              consulting, employment, or to provide any services (i) to or for
              a competitor of Motive. For purpose of this paragraph the
              competitors of Motive include but are not limited to Tioga, Aveo,
              Primus, and other technical support or knowledge base providers
              as may be identified by Motive as a competitor. Consultant agrees
              to notify Motive if Consultant is considering assigning an
              employee to support one of these entities and to insure there is
              no conflict with this Paragraph) or (ii) which are essentially
              the same as those provided under any Statement of Work hereunder,
              or (iii) which pertain to the use, support, implementation, or
              training of Motive's software or have any other involvement with
              Motive's software.

14.  Insurance

     Consultant agrees to be insured by insurers reasonably acceptable to
     Motive in the following amounts:

     14.1     Workers Compensation & Employer's Liability:
              As required under the laws of the states in which the work is
              performed with Employer's liability limit not less than
              $500,000 per occurrence/annual aggregate.

     14.2     Commercial General Liability: Covering all operations of the
              Consultant including product and completed operations and
              contractual liability against claims for personal bodily
              injury and property damage with a combine single limit of

     14.3     Automobile Liability Insurance:
              Covering bodily injury and property damage liability arising
              out of the use by or on behalf of the Consultant, if agents
              and employees of any owned, non-owned or hired automobile with
              combined limits not less than $500,000.

     14.4     Errors & Omission Insurance:
              Covering loss or damage arising out of negligent acts or
              errors or omissions which arise from professional services
              provided by Consultant under this Agreement with limits no
              less than $500,000 per occurrence.

     Such insurance coverage as is required under this Agreement shall be in
     form and with insurance carriers satisfactory to Motive and without
     additional cost to Motive, unless otherwise provided herein. As
     evidence of said coverage, Consultant shall forward Certificates of
     insurance, or copies of insurance policies, to Motive, which shall
     contain a provision to notify Motive in writing of a cancellation or
     non-renewal of said coverage's not less than thirty (30) days before
     its effective date.

15.  No Use of Motive's Name

     Subcontractor shall not use Motive's name in any form of publicity or
     release to the public except with the specific approval in writing of

16.  Attorney's Fees

     In the event that any dispute arises between the parties hereto with
     regard to any of the provisions of this Agreement of the performance of
     any of the terms and conditions hereof, the prevailing party in any
     such dispute shall be entitled to recover costs and expenses associated
     with resolving such dispute, including reasonable attorneys' fees.

17.  General Terms and Conditions

     17.1     This Agreement and its Attachments and Statements of Work
              constitute the sole and exclusive statement of the terms and
              conditions hereof and supersede any prior discussions,
              writings, and negotiations with respect thereto.

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     17.2     This Agreement shall not be amended except in writing signed
              by both parties.

     17.3     This Agreement shall be interpreted and enforced in accordance
              with the laws of Texas.


Perficient, Inc.  ("Consultant")       Motive Communications, Inc. ("Motive")

By:    Bryan Menell                    By:    [ILLEGIBLE]
      ---------------------------            ---------------------------
Name:  Bryan Menell                    Name:  [ILLEGIBLE]
      ---------------------------            ---------------------------
Title: President                       Title: [ILLEGIBLE]
      ---------------------------            ---------------------------
Date:  February 22, 1999               Date:  February 16, 1999
      ---------------------------            ---------------------------

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