Exhibit 10.5


 


CONSULTING
AGREEMENT


 


THIS CONSULTING
AGREEMENT (the “Agreement”), made this 5th day of April, 2005, is
entered into by Keane, Inc., a Massachusetts corporation with its principal
place of business at 100 City Square, Boston, Massachusetts 02129 (the
“Company”), and John F. Keane, Jr., residing at 151 Country Drive, Weston,
Massachusetts 02493 (the “Consultant”).


 


INTRODUCTION


 


WHEREAS, the
Company and ArcStream Solutions, Inc. (“ArcStream”) have entered into an Asset
Purchase Agreement, dated as of April 4, 2005 (the “Purchase Agreement”),
pursuant to which the Company has acquired certain assets and assumed specified
liabilities of ArcStream;


 


WHEREAS, the
Consultant was the founder and served as a director and officer of ArcStream;
and


 


WHEREAS, the
Company desires that the Consultant perform certain services in connection with
the transition to the Company of certain business acquired pursuant to the
Purchase Agreement, subject to and in accordance with the terms set forth in
this Agreement;


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:


 


1.             Services.
The Consultant agrees to perform such consulting, advisory and
transition-related support services to and for the Company, as may be
reasonably requested by the Company during the Consultation Period (as defined
below).  During the Consultation Period,
the Consultant shall not engage in any activity that has a conflict of interest
with the Company, including any competitive employment, business, or other
activity, and he shall not assist any other person or organization that
competes, or intends to compete, with the Company.


 


2.             Term.  This Agreement shall commence on the date
hereof and shall terminate on April 27, 2005 (such period being referred to as
the “Consultation Period”).


 


3.             Compensation.


 


3.1           Consulting
Fees.  In full consideration for his
services hereunder, the Company shall pay to the Consultant a consulting fee of
$21,875, payable on or about May 11, 2005.


 


3.2           Benefits.  The Consultant shall not be entitled to any
benefits, coverages or privileges, including, without limitation, social
security, unemployment, medical or pension payments, made available to
employees of the Company.


 


4.             Cooperation.  The Consultant shall use his best efforts in
the performance of his obligations under this Agreement.  The Company shall provide such access to its
information


 





















 


and property as may be
reasonably required in order to permit the Consultant to perform his
obligations hereunder.  The Consultant
shall cooperate with the Company’s personnel, shall not interfere with the
conduct of the Company’s business and shall observe all rules, regulations and
security requirements of the Company concerning the safety of persons and
property.


 


5.             Independent
Contractor Status.  The Consultant
shall perform all services under this Agreement as an “independent contractor”
and not as an employee or agent of the Company. 
The Consultant is not authorized to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name of, the
Company or to bind the Company in any manner.


 


6.             Notices.  All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the other party at the address shown
above, or at such other address or addresses as either party shall designate to
the other in accordance with this Section 6.


 


7.             Pronouns.  Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine, feminine
or neuter forms, and the singular forms of nouns and pronouns shall include the
plural, and vice versa.


 


8.             Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings, whether written or oral, relating to the subject
matter of this Agreement.


 


9.             Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Consultant.


 


10.           Governing
Law.  This Agreement shall be
construed, interpreted and enforced in accordance with the internal laws (and
not the laws of conflicts) of the Commonwealth of Massachusetts.


 


11.           Successors
and Assigns.  This Agreement shall be
binding upon, and inure to the benefit of, both parties and their respective
successors and assigns, including any corporation with which, or into which,
the Company may be merged or which may succeed to its assets or business,
provided, however, that the obligations of the Consultant are personal and
shall not be assigned by him.


 


12.           Miscellaneous.


 


12.1         No
delay or omission by the Company in exercising any right under this Agreement
shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on
any one occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion.


 


12.2         The
captions of the sections of this Agreement are for convenience of reference
only and in no way define, limit or affect the scope or substance of any
section of this Agreement.


 


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12.3         In
the event that any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
set forth above.


 


	
   

  	
  KEANE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Leahy

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: Senior Vice
  President of Finance and

  Administration and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  CONSULTANT

  
	
   

  	
   

  
	
   

  	
  /s/ John F. Keane, Jr.

  	
   

  
	
   

  	
  John F. Keane, Jr.

  
					



 


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