**Exhibit 10.12**

 
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THISCONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into this 29thday of November, 2004 (“Effective Date”) by and between SI International, Inc.,a Delaware corporation (“SI International”), and Walter J. Culver, anindividual (“Consultant”). This Agreement governs the work described in eachProject Work Order entered into or issued hereunder.

 

**NOW THEREFORE**, in consideration of the mutual promises of the parties, the partiesagree as follows:

 

**SECTION.  1****                        ****DEFINITIONS.**

 

Thefollowing terms, as used herein or in exhibits or attachments hereto, shallhave the meanings indicated:

 

1.1                                 “Confidential Information.”  Any and all business, technical orthird-party nonpublic information that is disclosed, provided or otherwise madeavailable to Consultant by SI International.

1.2                                 “Goods.” Material, reports or other deliverablesidentified or resulting from the Work.

1.3                                 “Project Work Order.” Each document executedby Consultant and SI International for the provision of Work, and contains thepricing and other terms and conditions applicable to the project.

1.4                                 “Services.” Any labor effort provided under aProject Work Order.  Services do notinclude nor encompass Consultant’s service as a member of the Board ofDirectors of SI International.

1.5                                 “Work.” Any sale of Goods or provision of Servicesby Consultant to or for SI International.

1.6                                 “Work Product.”  All documentation, materials, ideas, designs,techniques, inventions, discoveries, improvements, information, creations, software,and any other items discovered, prepared or developed by Consultant in thecourse of or resulting from performance hereunder.

 

**SECTION.  2****                        ****SCOPE OF WORK**

 

Neitherparty is obligated to enter into any particular Project Work Order.  Each executed Project Work Order togetherwith the terms and conditions of this Agreement define the scope of work for aparticular project under this Agreement. In the event of any conflict between this Agreement and a Project WorkOrder, the terms of the Project Work Order shall control, but only with respectto that particular Project Work Order.

 

**SECTION.  3****                        ****FEES, INVOICES, PAYMENT**

 

Consultantwill be compensated for work performed in accordance with the Project WorkOrder.  SI International shall have nofurther liability beyond the lesser of (i) amounts due for Services and/or Workrendered and accepted thereunder or (ii) the maximum amount set forth in theapplicable Project Work Order. Consultant shall invoice SI International for Work performed on afixed-price basis according to the methodology specified in the applicableProject Work Order.  For Project WorkOrders to be performed on a Labor Rate Basis, Consultant’s rate shall be $225per hour and Consultant shall invoice SI International for Work performed.  Payments by SI International are generallywithin thirty (30) days after SI International’s receipt of Consultant’scomplete and accurate invoice for Work completed and accepted by SIInternational. Except as otherwise agreed in the applicable Project Work Order,Consultant shall not seek reimbursement from SI International for expenses orcosts incurred in performing Work. For all travel-related expenses, to be paidseparately by SI International, Consultant shall obtain the prior writtenapproval of SI International before incurring any expenses and promptly submitan expense report with all supporting documentation, which will be subject toany limitations in the approval or approval request and the expensereimbursement policies of SI International.

 

**SECTION.  4****                        ****CONFIDENTIALITY**

 

Consultantshall comply with the directions of SI International in handling ConfidentialInformation and shall not disclose Confidential Information to any third party.This provision will not apply to information that is now or later comes intothe public domain without the fault of Consultant; is known by Consultant priorto the Effective Date; is independently developed by Consultant, asdemonstrated by written documents; or is obtained by Consultant from a thirdparty that does not have an obligation to keep the informationconfidential.   Consultant’sconfidentiality obligations shall survive for a period of five (5) years fromearlier of the expiration or termination of this Agreement, unless a longerperiod of survival is set forth in such Project Work Order.

 
| ** ** | **Consulting Services Agreement** | **SI International  Proprietary** |
|------------|-----------------------------------|-----------------------------------|

 

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**SECTION.  5****                        ****WARRANTIES**

 

Consultantrepresents, warrants, and covenants that

 

5.1                                 Consultant’s entry into this Agreement orperformance of Work hereunder has not and will not violate any consulting,employment, non-competition, proprietary information, confidentiality or otheragreement, arrangement, understanding, or restriction applicable to him.

5.2                                 The Work will be performed using the highestprofessional standards.

5.3                                 Consultant shall comply with applicable federal,state, and local laws in performing the Work.

5.4                                 Consultant is authorized to work in theUnited States and to provide the services provided.

5.5                                 No Work will infringe any copyright, tradesecret, patent or other proprietary right of a third party.

5.6                                 Consultant has all right, title and interestto grant any and all of the licenses granted hereunder.

5.7                                 No officer, employee or agent of SIInternational has been or will be employed, retained, paid a fee or otherwisereceive personal compensation or consideration from Consultant in connectionwith obtaining, arranging or negotiating this Agreement or any Project WorkOrder.

5.8                                 No collusive arrangements have been made withother suppliers or persons bearing in any way upon this Agreement, Project WorkOrder or any Work hereunder.

 

SIINTERNATIONAL DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO CONSULTANT.  The provisions of this Section shall survivethe termination or expiration of this Agreement for the period stated herein.

 

**SECTION.  6****                        ****WORK PRODUCT**

 

Allright, title and interest in the Work Product shall vest in SI Internationaland shall be deemed to be a work made for hire. To the extent it may not beconsidered a work made for hire, Consultant assigns to SI International allright, title and interest in the Work Product.  To the extent that the Work Product includespreviously developed items, Consultant hereby grants to SI International anunrestricted, royalty-free, perpetual, irrevocable, transferable, assignablelicense to make, use, market, import, distribute, copy, modify, preparederivative works, perform, display, disclose and sublicense same.  Upon request, Consultant agrees to assist SIInternational to protect, convey and enforce SI International’s rights in theWork Product.

 

**SECTION.  7****                        ****INDEPENDENT CONTRACTOR**

 

Consultantcertifies that he is engaged in an independent business and will perform hisobligations under this Agreement as an independent contractor; that neitherthis Agreement nor any Work direction hereunder constitutes an authorization toact for or bind SI International; and that Consultant may and does work forother customers.  This Agreement shallnot make Consultant eligible to participate or to receive coverage under any SIInternational benefit plan, program, employment policy or procedure or workers’compensation insurance.

 

**SECTION.  8****                        ****LIMITATION OF LIABILITY**

 

SIINTERNATIONAL SHALL HAVE NO LIABILITY TO CONSULTANT FOR ANY CONSEQUENTIAL,EXEMPLARY, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

 

**SECTION.  9****                        ****INDEMNIFICATION**

 

Consultantshall indemnify, hold harmless and defend, at Consultant’s expense, SIInternational (including its officers, directors, employees and agents) againstany loss, cost, expense or liability (including but not limited to attorneyfees and awarded damages) arising out of (i) a claim that the Work, or its use,infringes a patent, trade secret or other intellectual property right, (ii)based upon the breach of any term, condition, warranty, representation orcovenant under this Agreement or any Project Work Order hereto, (iii) resultingfrom the negligence or willful or reckless acts or failures to act ofConsultant.

 

**SECTION.  10****                 ****TERM AND TERMINATION**

 

Subjectto the prior review and approval of SI International’s Audit Committee of theBoard of Directors, this Agreement shall be effective on January 15, 2005 andshall expire on January 14, 2006, and may be extended or otherwise modified bymutual agreement of the parties.  SIInternational may terminate this Agreement or any

 

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ProjectWork Order, in whole or in part, for its convenience upon seven (7) days priorwritten notice.  SI International mayterminate this Agreement or any Project Work Order hereunder, immediately, inwhole or in part, based upon Consultant’s breach of a material term of theAgreement or a Project Work Order.  Theprovisions of the articles on Warranties, Confidential Information, Work Product,Indemnification, survive the termination or cancellation of this Agreement.  In the event that SI International terminatesan effort according to this Section, Consultant will receive fair compensationfor Work done, but in no event to exceed either the fixed price specified inProject Work Order or a price determined by Consultant’s labor rates set forthherein, whichever is lower.

 

**SECTION.  11****                 ****ADVERTISING, AND PUBLICITY**

 

Consultantshall not use the names, logos, trademarks, or other marks of SI International inany advertising, promotional efforts or publicity of any kind without the priorwritten permission of SI International.

 

**SECTION.  12****                 ****GENERAL PROVISIONS**

 

12.1                           Modifications; Notices. This Agreement and Project Work Order(s) may beamended or modified only by a written instrument signed by duly authorizedrepresentatives of the respective parties. All notices, requests, demands, orother communications hereunder other than day-to-day communications within theduties of the technical representatives shall be in writing and deemed given ifpersonally delivered or five (5) days after proper mailing to the addressbelow.

12.2                           Waiver of Breach. No waiver of any provision of this Agreement or anyright or obligation of SI International shall be effective unless in writing,signed by its authorized representative. The failure of SI International toenforce a right shall not constitute a waiver.

12.3                           Choice of Law and Jurisdiction. This Agreement shall be construed inaccordance with the laws of the Commonwealth of Virginia, without giving effectto any choice of law rules. The parties consent to the exclusive jurisdictionof the courts of Fairfax County, Virginia, and the Federal District Court forthe District of Virginia, for causes of actions arising out or in connectionwith this Agreement.

12.4                           Records and Audit. Consultant further agrees to maintain its books andrecords relating to Work for a period of 3 years from the date such work wascompleted, and to make such books and records available to SI International,during normal business hours and upon reasonable advance notice.

12.5                           Remedies. Remedies herein are cumulative and in addition to otherrights available in law or in equity.

12.6                           Headings Not Controlling. Headings used in this Agreement are forreference purposes only and shall not be used to modify the meaning of theterms and conditions of this Agreement.

12.7                           Survival Period. Any provision of this Agreement that imposes anobligation following the termination or expiration of this Agreement willsurvive the termination or expiration and will continue to be binding upon theparties to this Agreement.

12.8                           Entire Agreement, Partial Invalidity. Neither party has been induced byrepresentations, statements, warranties, or agreements other than those setforth herein. This Agreement embodies the entire understanding of the partieshereto relating to the Services regarding the subject matter hereof andsupersedes any previous agreements or understandings, written or oral, ineffect between the parties relating thereto. If any part, term, or provision ofthis Agreement shall be held illegal, unenforceable, or in conflict withapplicable laws, the validity of the remaining portion or portions shall not beaffected thereby.  Consultant may notassign this Agreement without SI International’s prior written consent.

 

THEPARTIES, INTENDING TO BE LEGALLY BOUND, HAVE CAUSED THIS AGREEMENT TO BEEXECUTED BY THEIR AUTHORIZED REPRESENTATIVES ON THE DATES SET FORTH BELOW.
| **SI  INTERNATIONAL, INC.**         | **CONSULTANT**                    |
|-------------------------------------|-----------------------------------|
|                                |                              |
| By:                                 | /s/ THOMAS E. DUNN                |   | By: | /s/ WALTER J. CULVER |   |
| * *                            | *Authorized  Signature*           |   | *Authorized  Signature* |
| Name:                               | Thomas E. Dunn                    | Name: | Walter J. Culver |
| Title:                              | Chief Financial Officer           | TPN: |   |
| Date:                               |                              | Date: |   |
| Address  for Purposes of Notices:   | Address  for Purposes of Notices: |
| 12012  Sunset Hills Road, Suite 800 | 11175  Lake Chapel Lane           |
| Reston,  VA 20190                   | Reston,  VA 20191                 |
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