exv10w3






Exhibit 10.3




EXECUTION VERSION




TRANSITIONAL SERVICES AGREEMENT




     TRANSITIONAL SERVICES AGREEMENT (this “Agreement”), dated as of October 5, 2010, is
made and entered into by and between TechTeam Global, Inc., a Delaware corporation (the
“Seller”), and Jacobs Technology Inc., a Tennessee corporation (the “Buyer”).
Buyer and Seller are referred to herein collectively as the “Parties” and each, a
“Party.” Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Stock Purchase Agreement (as defined below).



RECITALS




     WHEREAS, pursuant to the Stock Purchase Agreement, dated as of June 3, 2010, by and among
Seller, Jacobs Engineering Group Inc. and Buyer, as amended by that certain Amendment No. 1 to
Stock Purchase Agreement and Limited Waiver, dated as of September 14, 2010 (the “Stock
Purchase Agreement”), Seller will sell to Buyer the Shares of the Acquired Companies, through
which Seller conducts the Business (the Business subsequent to such sale, the “Transferred
Business”);



     WHEREAS, in connection with the Stock Purchase Agreement, and as a condition to Closing, the
Parties are required to enter into this Agreement;



     WHEREAS, Buyer desires that Seller, or one or more of its Affiliates, continue to provide
certain services to the Transferred Business following the Closing; and



     WHEREAS, Seller has agreed to perform and to cause one or more of its Affiliates to perform
the Transition Services (defined below) for the Transferred Business on the terms and conditions
set forth herein.



     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:



ARTICLE I




SERVICES



     Section 1.1 Services. Under the terms and conditions of this Agreement, Seller shall,
or shall cause one or more of its Affiliates to, provide to Buyer for the Transferred Business each
of the services set forth on Exhibit A hereto (each a “Transition Service” and
collectively, the “Transition Services”) for the period set forth opposite each such
Transition Service on Exhibit A (which period shall run from the Closing Date) or, if
earlier, until the termination of such
Transition Service pursuant to Section 1.3, or the expiration or termination of this
Agreement, whichever occurs first.



     Section 1.2 Standard of Performance. Subject to the terms of this Agreement, Seller shall
use reasonable diligence and care in performing the Transition Services and shall perform the
Transition Services in a manner that is substantially consistent in all material respects, in



 









 




terms
of quality, service levels and time schedules, and using no less than that degree of effort,
diligence, and care, that it or any of its Affiliates have used in performing the Transition
Services on behalf of the Transferred Business prior to Closing. Seller shall not perform a
Transition Service if the provision of such Transition Service conflicts with or violates
Applicable Law, any Contract to which Seller is a party or the rights of any third party with
respect thereto. Seller represents and warrants to Buyer that, to the Knowledge of Seller,
Seller’s performance of the Transition Services as contemplated herein will not conflict with, or
result in the violation of, any Applicable Law or Contract to which Seller is a party or the rights
of any third party with respect thereto. Seller shall not, without Buyer’s prior written consent,
knowingly perform any Transition Service in a manner that would reasonably be expected to result in
Buyer and/or any of its Subsidiaries and Affiliates incurring any Liability in tort or for the
breach of any Contract. Nothing in this Agreement shall require Seller to favor the Transferred
Business over its own businesses or those of any of its Affiliates. Seller may subcontract the
performance of the Transition Services to any Affiliate of Seller, or, with Buyer’s prior written
consent (which shall not be unreasonably withheld, delayed or conditioned), any Person that is not
its Affiliate, provided that (i) Seller subcontracts the performance of the same
services provided for itself or its Affiliates, and (ii) Seller shall remain responsible
for compliance of such subcontractor in accordance with the terms and conditions of this Agreement.
Seller shall not be required to provide Buyer with extraordinary levels of Transition Services,
special studies, training, or the like or the advantage of systems, equipment, facilities, training
or improvements procured, obtained or made after the Closing Date by Seller, unless such systems,
equipment, facilities, training or improvements are being procured, obtained or made after the
Closing Date in order to replace any items reasonably necessary for the Transition Services.




     Section 1.3 Discontinuation of Services.



     (a) Buyer may discontinue any or all Transition Services by giving Seller at least thirty (30)
days’ prior written notice (except where a shorter notice is set
forth on Exhibit A or
agreed to in writing by the Parties), which notice shall identify the particular Transition Service
to be discontinued and the effective date as of which any such Transition Services indicated in
such notice shall be discontinued. The discontinuance by Buyer pursuant to this Section
1.3 of a Transition Service or group of Transition Services will not relieve Seller of its
obligations to continue to provide the other Transition Services.



     (b) Upon discontinuation of a Transition Service with respect to which Seller holds books,
records, files, databases, confidential information, computer software or hardware (including, but
not limited to, current and archived copies of computer files) or other property owned or leased by
Buyer and used in connection with the provision of the Transition Service (the
“Materials”), Seller shall promptly deliver the Materials to Buyer at Buyer’s sole cost and
expense or, upon Buyer’s written request, Seller shall destroy and certify the destruction of all
such Materials.



     Section 1.4 Independent Contractor. For all purposes hereof, Seller shall at all
times act as an independent contractor and shall have no authority to represent Buyer or any of its
Subsidiaries or Affiliates in any way or otherwise be deemed an agent, employee, representative,
joint venturer or fiduciary of Buyer or any of its Subsidiaries or Affiliates. Neither the
Parties, nor or any of their Subsidiaries or Affiliates or their respective Representatives shall
declare or



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represent to any Person that Seller or any of its Subsidiaries or Affiliates or their
respective Representatives shall have any power or authority to negotiate or conclude any
agreement, or to make any representation or to give any undertaking, on behalf of Buyer or any of
its Subsidiaries or Affiliates in any way whatsoever. At all times during the Term, all Persons
(including, without limitation, the personnel of Seller and the personnel of its Subsidiaries and
Affiliates) performing the Transition Services hereunder shall be construed as independent
contractors with respect to Buyer and shall not be construed as agents or employees of Buyer or any
Subsidiary or Affiliate of Buyer thereof by virtue of performing such Transition Services and no
such Persons shall be entitled to any of the benefits provided by Buyer, its Subsidiaries or
Affiliates to any of their respective employees or agents.




     Section 1.5 Sufficient Access. To the extent necessary in connection with the
provision of the Transition Services upon reasonable advance notice, Buyer shall give, or cause to
be given, Seller and its Representatives reasonable access during normal business hours (or, in the
event that Seller reasonably determines that emergency maintenance is necessary, at such other
times as are reasonably appropriate under the circumstances) to the properties, systems, computer
programs, products and equipment of the Transferred Business as necessary from time to time for
reasons of modification or preventative or emergency maintenance.



     Section 1.6 Change in Services. The Parties acknowledge the transitional and dynamic
nature of the Transition Services and agree that Seller may make reasonably necessary changes from
time to time in the manner of performing the Transition Services, subject in all cases to
Section 1.2 above and the other terms of this Agreement, including, without limitation,
that Seller may modify or change the specifications of any Transition Services involving systems
and associated computer programs, products, equipment and services to the extent reasonably
necessary to prevent damage to the systems or other assets of Seller or Buyer. Seller shall use
its Best Efforts to provide Buyer with reasonable advance notice of any such modifications and
changes. Seller may suspend the provision of Transition Services (or any part thereof) to the
extent reasonably necessary for reasons of preventative or emergency maintenance, provided that
Seller shall not discriminate against Buyer in such suspension. Seller shall use its Best Efforts
to provide Buyer with reasonable advance notice of any such suspension and to limit the time period
of any such suspension.



     Section 1.7 Service Coordinators. Seller and Buyer shall each nominate a
representative to act as the primary contact person with respect to the performance of the services
contemplated by this Agreement (the “Service Coordinators”). The initial Service
Coordinator will be Cynthia Del Papa for Seller and Ward Johnson for Buyer. Unless Seller and
Buyer otherwise agree, all communications relating to this Agreement and the schedule of Transition
Services on Exhibit A hereto will be directed to the Service Coordinators. The Parties
will cause their respective Service Coordinator to keep the other Service Coordinator informed and
updated as to the status and performance of the Transition Services hereunder and the requirements
of each Party so as to facilitate a mutual cooperation so as to provide the Transition Services in an orderly fashion
and work towards the establishment of such services by Buyer independent of Seller.



     Section 1.8 Further Assurances. Subject to the terms and conditions of this
Agreement, Buyer may request in writing that Seller provide to Buyer for the Transferred Business
additional services of a type and nature not specifically contemplated by Exhibit A (each
an “Additional Transition Service” and collectively, the “Additional



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Transition
Services”) . To the extent that Seller determines to provide such Additional Transition
Services, the Parties shall mutually agree on the scope of such Additional Transition Services and
the fees, costs and expenses to be paid by Buyer in exchange for such Additional Transition
Services.



ARTICLE II




SERVICE CHARGES



     Section 2.1 Fees and Expenses During the Term. Buyer shall reimburse Seller for all
reasonable documented out-of-pocket fees and expenses incurred by Seller or any of its Affiliates
in providing the Transition Services. Notwithstanding anything to the contrary contained herein,
the obligation in the immediately preceding sentence shall not apply to the Transition Services
described in Section 1.F. (Welfare Benefits) and Buyer’s sole obligation with respect to the
Transition Services described in Section 1.F. (Welfare Benefits) shall be to pay the amounts
specified in Section II.G. Any travel-related expenses incurred by Seller in performing the
applicable Transition Services hereunder shall be incurred, documented and charged to Buyer in
accordance with Seller’s then applicable business travel policies; provided,
however, that Buyer shall not be obligated to reimburse Seller for any travel-related
expenses unless such travel was approved in writing in advance by Buyer. Buyer shall pay all of
its costs related to Migration Services (as defined below). Buyer shall pay all of Seller’s
reasonable documented out-of-pocket costs related to Migration Services.



     Section 2.2 Taxes. In accordance with Section 3.1, Buyer shall reimburse
Seller for any sales tax, use tax, transfer tax, value-added tax, goods and services tax,
consumption tax or similar tax (“Taxes”) (but excluding any Tax based upon the income of
Seller, which shall be paid by Seller) payable with respect to the provision of Transition
Services, which shall be separately stated on the relevant invoice. Seller shall be responsible
for filing all necessary returns and information with, and paying any such Taxes to, the
appropriate taxing authority.



ARTICLE III




PAYMENT



     Section 3.1 Payment. For Transition Services provided, Seller shall invoice Buyer for
all reasonable documented out-of-pocket fees and expenses incurred by Seller or any of its
Affiliates in providing the Transition Services. Buyer shall remit payment for such reasonable
out-of-pocket fees and expenses by wire transfer of immediately available funds in U.S. Dollars, to
the account specified in such invoice within ten (10) Business Days after receipt of the invoice.
Each invoice shall set forth the period covered by such invoice and the reasonable documented
out-of-pocket expenses required to be reimbursed pursuant to Section 2.1 relating to
Transition Services performed during such period. Buyer shall not withhold, set-off or deduct
any payments due to Seller under this Agreement from any amounts otherwise due to Buyer from
Seller under any other agreement, notwithstanding any dispute that may be pending between them.
Promptly following the expiration of the Term or the earlier termination of this Agreement pursuant
to Section 6.2, Seller shall refund to Buyer the amount of the excess, if any, of the payments made
by Buyer hereunder over the amounts to which Seller is entitled hereunder.



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     Section 3.2 Disputes. If Buyer shall dispute any invoice or shall in any way object
to the manner in which any of the Transition Services are provided or otherwise allege that the
Transition Services are not being provided in a timely manner and in accordance with this
Agreement, then prior to taking any other action, Buyer’s Service Coordinator shall promptly notify
Seller’s Service Coordinator in writing of the objection and/or claim. Each Party shall cause its
Service Coordinator to promptly investigate the objection and/or claim and cause the Service
Coordinators to use their Best Efforts to obtain the relevant facts and, if possible, resolve
and/or correct the objection or claim. If and to the extent possible, the Service Coordinators
shall execute a writing evidencing the resolution of such matter and the Parties shall be bound
thereby. It is the intention of the Parties to amicably resolve their disputes in rendering the
Transition Services hereunder.



ARTICLE IV




TRANSITION



     Section 4.1 System Migration. Seller agrees to use its commercially reasonable
efforts to assist Buyer in connection with the transition from the performance of the Transition
Services by Seller to the performance of such services by Buyer (including the migration of Buyer’s
systems and other services related to the transfer of a function rather than the ongoing
performance of such function) (collectively, the “Migration Services”), taking into account
the need to minimize both the cost of such transition and the disruption to the ongoing business
activities of the Parties hereto. It is the intention of the Parties that Seller transfer to Buyer
and provide reasonable information to Buyer relating to the design, configuration, system start-up
and hardware and software set-up currently used by the Transferred Business; provided, that
Seller will not provide recommendations or advice with respect to any design, configuration, system
start-up or hardware or software set-up in relation to the Transferred Business or otherwise. The
Parties shall keep each other reasonably informed on a regular basis of the status of the
performance of Transition Services, the Transition Services that will be required and the timing
thereof and the estimated dates for termination of such Transition Services. The Parties shall
communicate by telephone, e-mail and other forms of communication to have an open working
relationship to support the Transition Services and smooth the transition of the Transition
Services to Buyer independently. The Parties shall work together to shorten, to the extent
reasonably practicable, the period of migration and thereby the Term of this Agreement.



ARTICLE V




INTELLECTUAL PROPERTY



     Section 5.1 Title to Intellectual Property. The Parties agree that any Intellectual
Property Rights of Buyer or its Subsidiaries and its Affiliates (including, without limitation, the
Acquired
Companies) made available to Seller, its Subsidiaries or Affiliates in connection with the
Transition Services and any derivative works, additions, modifications or enhancements thereof
shall remain the sole property of Buyer and its Subsidiaries and Affiliates. To the extent that
Seller, its Subsidiaries or Affiliates use their own or third-party Intellectual Property Rights in
connection with providing the Transition Services, such Intellectual Property Rights, and any
derivative works, additions, modifications or enhancements thereof created during the Term shall



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remain the sole property of Seller, its Subsidiaries or its Affiliates or the third party, as the
case may be.




ARTICLE VI




TERM AND TERMINATION



     Section 6.1 Term. Unless earlier terminated in accordance with Section 6.2,
the term of this Agreement shall commence on the Closing Date and end on the last day of the
seventh (7th) month following the Closing Date (the “Term”). Notwithstanding
the foregoing, if all Transition Services to be provided hereunder are discontinued pursuant to
Section 1.3 prior to the end of the Term, the Term shall end on the date on which the last
such Transition Service is discontinued.



     Section 6.2 Termination for Cause. Either Party (the “Terminating Party”) may
terminate this Agreement with immediate effect by written notice to the other Party (the “Other
Party”) on or at any time after the occurrence of any of the following events:



     (a) the Other Party is in default of any of its material obligations under this Agreement and
(if the breach is capable of remedy) has failed to remedy the breach within thirty (30) days after
receipt of a written notice from the Terminating Party with respect thereto;



     (b) the Other Party shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of its property, or
shall consent to any such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or shall make a general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall
take any corporate action to authorize any of the foregoing; and



     (c) an involuntary case or other proceeding shall be commenced against the Other Party seeking
liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a
period of sixty (60) days; or an order for relief shall be entered against the Other Party.



     Section 6.3 Survival. The following sections shall survive any termination of this
Agreement: Article II (Service Charges) (to the extent of amounts incurred prior to termination or
expiration of the Term); Section 3.1 (Payment) (to the extent of amounts accrued prior to
termination or owing to Buyer after the expiration of the Term); Section 5.1 (Title to
Intellectual Property); this Section 6.3 (Survival);
Article VII (Confidentiality;
Systems Security); Section 8.1 (Indemnity); and Article IX (Miscellaneous).



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ARTICLE VII




CONFIDENTIALITY; SYSTEMS SECURITY



     Section 7.1 Confidentiality.



     (a) Except as otherwise provided in this Agreement, (i) Seller shall, and shall cause its
Subsidiaries and Affiliates (and each of their respective Representatives to whom they disclose
such information), to keep confidential all information of Buyer and its Subsidiaries and
Affiliates, including all information relating to the Transferred Business, whether known before
the date of this Agreement or disclosed in the course of performing the Transition Services, and
(ii) Buyer shall, and shall cause its Subsidiaries and Affiliates (and each of their respective
Representatives to whom they disclose such information), to keep confidential all information of
Seller or any of its Subsidiaries or Affiliates that Buyer or any Subsidiary or Affiliate thereof
receives in connection with the performance of the Transition Services, other than any information
solely related to the Transferred Business, Buyer, its Subsidiaries or Affiliates or their
respective assets.



     (b) The
provisions of this Section 7.1 shall not apply to the disclosure by any Party
or their respective Affiliates of any information, documents or materials (i) that are or become
publicly available, other than by reason of a breach of this Section 7.1 by such Party or
any of its Affiliates, (ii) received from a third party not bound by any confidentiality agreement
with the non-disclosing Party, except in the case of information relating to the Transferred
Business, the non-disclosing Party shall include both Buyer and Seller, (iii) required by
Applicable Law to be disclosed by such Party, or (iv) necessary to establish such Party’s rights
under this Agreement or the Stock Purchase Agreement; provided, that in the case of clauses
(iii) and (iv), the Person intending to make disclosure of confidential information shall promptly
notify the Party to whom it is obligated to keep such information confidential and, to the extent
practicable, provide such Party a reasonable opportunity to prevent public disclosure of such
information.



     (c) With regard to confidential information concerning the software of third parties with
which Seller conducts business that is included in or related to the Transition Services, to the
extent required by such third parties, Buyer agrees to execute and deliver any other reasonable
documents or take any reasonable actions that are reasonably required by any vendor or licensor of
such software in order for Buyer to access and use such vendor’s software, including abiding by the
terms and conditions of any such software license agreements.



     Section 7.2 Systems Security. If Buyer shall receive access to any of Seller’s
computer facilities, system(s), networks (voice or data) or software (“Systems”) in
connection with performance of the Transition Services, Buyer shall comply with all system security
policies, procedures and requirements that may be provided by Seller to Buyer in writing from time
to time (the “Security Regulations”) and shall not tamper with, compromise or circumvent
any security or audit measures employed by Seller. Any employee of Buyer or any of its
Subsidiaries or Affiliates that is expected to have access to Seller’s Systems or that
accesses Seller’s Systems shall be required to execute a separate system access agreement. Buyer
shall ensure that only those employees of Buyer who are specifically authorized to gain access to
Seller’s Systems and no other employees of Buyer will gain such
access and shall prevent



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unauthorized destruction, alteration or loss of information contained therein by employees of
Buyer. If at any time Seller determines that any personnel of Buyer of any of its Subsidiaries or
Affiliates has sought to circumvent or has circumvented Seller’s Security Regulations or that an
unauthorized Person has accessed or may access Seller’s Systems or a Person has engaged in
activities that led or may lead to the unauthorized access, destruction or alteration or loss of
data, information or software, Seller may immediately terminate any such Person’s access to the
Systems and shall promptly notify Buyer. In addition, a material failure by any employee of Buyer
or any of its Subsidiaries or Affiliates to comply with Seller’s Security Regulations shall be a
breach of this Agreement, in which case, Seller shall notify Buyer and such Parties, through their
Service Coordinators, who shall work together to remediate the cause of said breach.
Notwithstanding the foregoing, if such breach is reasonably likely to have a material adverse
affect on Seller’s computer facilities, systems, networks or software, Seller shall be entitled to
immediately terminate the Transition Services to which the breach relates by written notice to
Buyer.




ARTICLE VIII




INDEMNITY; LIMITATION OF LIABILITY



     Section 8.1 Indemnity.



     (a) Buyer shall indemnify, hold harmless and, at Seller’s option, defend Seller and its
Affiliates and each of their respective officers, directors, employees and Representatives against
all claims, liabilities, damages, losses or expenses (including reasonable attorneys’ fees and
costs of litigation) (“Losses”) to the extent arising from (i) any material breach of this
Agreement by Buyer or any Affiliate thereof, (ii) the performance by Seller or any Affiliate
thereof of any Transition Service (except to the extent that such Losses arise from the gross
negligence or willful misconduct of Seller or any Affiliate thereof or a material breach of this
Agreement by Seller or any Affiliate thereof), or (iii) the gross negligence or willful misconduct
of Buyer or any of its Subsidiaries or Affiliates in its performance of this Agreement. No action
or claim of any type relating to or arising out of this Agreement may be brought or made by Seller
more than one (1) year after Seller first has knowledge of the basis for the action or claim.



     (b) Seller shall indemnify and hold harmless and, at Buyer’s option, defend Buyer and its
officers, directors, employees and Representatives, against all Losses arising from (i) any
material breach by Seller or any Affiliate thereof of the terms of this Agreement or (ii) the gross
negligence or willful misconduct of Seller or any Affiliate thereof in its performance of the
Transition Services. No action or claim of any type relating to or arising out of this Agreement
may be brought or made by Buyer more than one (1) year after Buyer first has knowledge of the basis
for the action or claim.



     (c) The rights of any Party to indemnification under this Section 8.1 for any Losses
incurred by such Party shall be reduced by the net amount such Party recovers (after deducting all
reasonable attorneys’ fees, expenses and other costs of recovery) from any insurer or other party
liable for such Losses, and such Party shall use its Best Efforts to effect any such recovery.



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     Section 8.2 Limitation of Liability; Certain Waivers.



     TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
SECTION 8.1(b) HEREOF, SELLER AND ITS AFFILIATES SHALL HAVE NO LIABILITY TO BUYER OR
BUYER’S AFFILIATES RESULTING FROM OR ARISING OUT OF THE PERFORMANCE, DELIVERY OR PROVISION OF ANY
SERVICES HEREUNDER. THE AGGREGATE CUMULATIVE LIABILITY OF SELLER AND ITS AFFILIATES UNDER THIS
AGREEMENT, WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING CONTRIBUTION OR STRICT LIABILITY),
PRODUCT LIABILITY OR OTHERWISE, SHALL NOT EXCEED A MAXIMUM OF $250,000, EXCEPT TO THE EXTENT THAT
ANY SUCH LIABILITY ARISES FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY
AFFILIATE THEREOF.



     THE PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO RECOVER INDIRECT,
SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SIMILAR LOSSES OR DAMAGES, INCLUDING
WITHOUT LIMITATION LOSSES OR DAMAGES IN CONNECTION WITH OR RELATING TO, LOSS OF DATA, LOSS OF
REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS, DAMAGE TO OR LOSS OF
USE OF ANY PROPERTY, ANY INTERRUPTION OR LOSS OF SERVICE, OR ANY LOSS OF BUSINESS, HOWEVER CAUSED,
IN ANY ARBITRATION OR PROCEEDING ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE PERFORMANCE
OR NON PERFORMANCE OF OBLIGATIONS HEREUNDER, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, CONTRIBUTION OR STRICT LIABILITY), PRODUCT LIABILITY
OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME.



     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR CLAIM WHICH MAY ARISE OUT OF OR
RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SERVICES CONTEMPLATED HEREBY.



     EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (ii) IT UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT
HAS BEEN INDUCED TO ENTER INTO ANY OF THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.2.



     Section 8.3 Disclaimer of Warranties. NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, ARE MADE OR CREATED BETWEEN THE PARTIES AS A



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RESULT OF THIS AGREEMENT, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH HEREIN.




ARTICLE IX




MISCELLANEOUS



     Section 9.1 Modification; Waiver. This Agreement may be amended or modified only by a
written instrument executed by each of the Parties. Any of the terms and conditions of this
Agreement may be waived only in writing by the Party entitled to the benefits thereof.



     Section 9.2 Entire Agreement. This Agreement, including Exhibit A (which
constitutes an integral part of this Agreement), together with the Stock Purchase Agreement,
constitute the entire agreement of the Parties with respect to the subject matter hereof, and
supersede all other prior agreements and understandings, oral or written, express or implied,
between the Parties and their respective Affiliates, Representatives and agents in respect of the
subject matter hereof, except that this Agreement does not supersede the Confidentiality Agreement,
the terms and conditions of which the Parties hereby expressly reaffirm. In the event of a
conflict between the terms and conditions of this Agreement and the Stock Purchase Agreement, the
Stock Purchase Agreement shall govern.



     Section 9.3 Further Actions. Each Party shall execute and deliver such certificates
and other documents and take such other actions as may reasonably be requested by the other Party
in order to consummate or implement the transactions contemplated hereby. Seller shall use
commercially reasonable efforts to obtain, and Buyer agrees to provide reasonable assistance at the
request of Seller in obtaining, any waivers, permits, consents or sublicenses (including, without
limitation, any license fees to third-party vendors) (each, a “Consent”) that Seller
determines, in its sole discretion, after consultation with Buyer, may be required with respect to
any existing agreement with any third party in order to provide any of the Transition Services
hereunder; provided, that (i) Buyer shall, at the exclusive option of Seller, pay, or
reimburse Seller for, any and all costs related to obtaining any such Consent, and (ii) Seller
shall not be under any obligation to provide any Transition Service hereunder if it is unable,
after using commercially reasonable efforts, to obtain such Consent necessary to provide such
Transition Service; provided, that if such Consent cannot be obtained, the Parties shall use their
respective commercially reasonable efforts to arrange for alternative methods of obtaining such
Transition Service.



     Section 9.4 Notices. All notices, requests, demands and other communications made in
connection with this Agreement shall be in writing and shall be deemed to have been duly given
if delivered in accordance with Section 11.01 of the Stock Purchase Agreement with a
copy to the other Party’s Service Coordinator.



     Section 9.5 Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties and their respective successors and permitted assigns, but shall not be assignable,



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by operation of law or otherwise, by any Party without the prior written consent of each other
Party (except in connection with a business combination of Seller) and any purported assignment or
other transfer in violation of the foregoing without such consent shall be void and unenforceable,
except that Seller may assign this Agreement to any of its Affiliates without the consent of Buyer;
provided, that no such assignment shall in any way affect the obligations or liabilities of
Seller under this Agreement, which obligations and liabilities shall remain in effect
notwithstanding such assignment. Except as otherwise provided herein, nothing in this Agreement
shall confer any rights upon any Person that is not a Party or a successor or permitted assignee of
a Party.




     Section 9.6 Use and Resale. The Transition Services provided hereunder shall be used
only by Buyer and its Subsidiaries and Affiliates solely in connection with the operation of the
Transferred Business and no recipient shall resell, license the use of or otherwise permit the use
by others of any such Transition Services except as permitted hereunder.



     Section 9.7 Headings; Counterparts. The section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provision hereof. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument. This Agreement shall
become effective when each Party shall have received a counterpart hereof signed by each other
Party.



     Section 9.8 Facsimile. This Agreement, to the extent signed and delivered by means of
facsimile transmission or by e-mail delivery of a portable document format (.pdf or similar format)
data file, shall be treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding effect as if it were the original signed version
thereof delivered in person. No Party shall claim that this Agreement is invalid, not binding or
unenforceable based upon the use of facsimile transmission or e-mail delivery of a portable
document format (.pdf or similar format) data file to deliver a signature, or the fact that any
signature or agreement or instrument was transmitted or communicated through the use of facsimile
transmission or e-mail delivery of a portable document format (.pdf or similar format) data file,
and each Party forever waives any such claim or defense.



     Section 9.9 Governing Law; Consent to Jurisdiction. This Agreement shall be
construed, performed and enforced in accordance with the laws of the State of Delaware without
giving effect to its principles or rules of conflict of laws to the extent such principles or rules
are not mandatorily applicable by statute and would require or permit the application of the laws
of another jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits, for
itself and for its property, to the exclusive jurisdiction of any Delaware State court or Federal
court of the United States of America sitting in Delaware and any appellate court from any court
thereof, in any suit, action or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby or for recognition or enforcement of any judgment relating
thereto, and each Party hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such Delaware State court
or, to the extent permitted by law, in such Federal court. Each Party agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Applicable Law. Each Party hereby



11









 




irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in
any Delaware State or Federal court. Each Party hereby irrevocably waives, to the fullest extent
permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court. Each Party irrevocably consents to service of process in the
manner provided for notices in Section 11.01 of the Stock Purchase Agreement. Nothing in
this Agreement will affect the right of any Party to serve process in any other manner permitted by
Applicable Law.




     Section 9.10 No Breach; Force Majeure. Notwithstanding anything to the contrary set
forth in this Agreement, (i) Seller shall not provide any Services hereunder if the provision
thereof would result in the violation of any Applicable Law or Order to which any Seller or any of
its Affiliates or its or their properties is a party or otherwise bound or subject and (ii) no
Party shall be liable for a failure or delay in the performance of any of its obligations under
this Agreement where such failure or delay is (A) the result of fire, flood, or other natural
disaster, act of God, war, act of war, terrorist act, rebellion, embargo, riot, strike, lockout or
other labor dispute, unavailability of communication facilities including any delay or failure in
communications or electronic data transmission as a result of excessive or extraordinary traffic
caused by extraordinary market occurrences or circumstances; the acts or failure of performance of
third party landlords or other third party vendors, other than the Affiliates of Seller, or the
intervention of any Governmental Authority or other causes beyond the control of such Party and (B)
not due to such Party’s own gross negligence or willful misconduct; provided, that the
Party failing in or delaying its performance promptly notifies the other Party of its inability to
perform and states the reason for such inability and remedies such failure or delay as soon as
practicable.



     Section 9.11 Severability. If any provision, including any phrase, sentence, clause,
section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason,
such circumstances shall not have the effect of rendering such provision invalid, inoperative or
unenforceable in any other case or circumstance, or of rendering any other provision herein
contained invalid, inoperative or unenforceable to any extent whatsoever and a suitable and
equitable provision shall be substituted for any such invalid, inoperative or unenforceable
provision in order to carry out, so far as may be valid or enforceable, such provision.



     Section 9.12 No Third Party Beneficiaries. Except as provided herein, nothing in this
Agreement shall confer any rights upon any Person (other than the Acquired Companies) that is not a
Party or a successor or permitted assignee of a Party.



     Section 9.13 Interpretation. The Parties have participated jointly in the negotiating
and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
shall arise, this Agreement shall be construed as if drafted jointly and no presumption or burden
of
proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
provisions of this Agreement.



[Remainder of page intentionally left blank.]






12









 






     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	TECHTEAM GLOBAL, INC.

 	 
	 	By  	/s/ Margaret M. Loebl
 	 
	 	 	Name:  	Margaret M. Loebl 	 
	 	 	Title:  	Corporate Vice President, Chief Financial

Officer & Treasurer 	 
	 
	 	JACOBS TECHNOLOGY INC.

 	 
	 	By  	/s/ John W. Prosser, Jr.
 	 
	 	 	Name:  	John W. Prosser, Jr. 	 
	 	 	Title:  	Treasurer 	 
	 



[SIGNATURE PAGE TO TRANSITION SERVICE AGREEMENT]









 









 








Exhibit A




EXHIBIT A




TRANSITION SERVICES AND FEES




	I.	 	Services






	 	A.	 	IT Services.






	 	1	 	Seller shall maintain for the benefit of Buyer the following IT
and telecommunications infrastructure, hardware and software services necessary
to operate the Business as existing on the Closing Date: telephone conferencing
lines and related services, website hosting, website access for customer
support, website applications (including eTuition), Microsoft SharePoint
access, eDoc access, helpdesk support, hardware and associated software related
to card reader access for the Chantilly and Bethesda offices, administrative
access to the Acquired Companies’ enterprise devices, implementation support
for issues regarding the Acquired Companies’ IT infrastructure, VPN
connectivity, VPN keys for network access, Microsoft software, PeopleSoft
software, Gateway Anti-Virus software, Active Directory, the domain names
<techteam-us.com>, <techteamgwac.com>, <techteamgov.com>,
<techteamgovt.com>, and all financial reporting systems, in each case,
which shall be maintained by Seller with procedures and controls reasonably
comparable to those provided to Seller’s retained business.
	 
	 	2	 	Seller shall provide Buyer with the use of one server to be
designated for the use of the domain names identified in Paragraph I.A.1 above.
	 
	 	3	 	Seller shall allow the Transferred Employees to send and
receive emails related to Buyer’s business on Seller’s email accounts until
such employees receive email accounts with Buyer, provided that Buyer
shall use its Best Efforts to coordinate and facilitate such transfer as soon
as possible following the Closing Date.
	 
	 	4	 	Seller shall provide email and voice mail forwarding as
reasonably requested by Buyer, provided that Buyer shall use its Best
Efforts to notify third parties doing business with Seller of the new email
addresses and phone numbers.
	 
	 	5	 	Seller shall reasonably assist Buyer and the Transferred
Employees in porting cellular phone and voice mail numbers to Buyer’s service
as time reasonably permits.
	 
	 	6	 	Duration: Up to 180 days for the IT Services described in
Sections I.A.1 and 2, up to 90 days for the IT Services described in Sections
I.A.3 and 5, and up to 365 days for the IT Services described in Section I.A.4;




 









 






	 	 	 	provided, however, that the IT Services described in Section I.A. (other
than I.A.4) with respect to any applications integrated with Active
Directory Authentication shall be provided for a period of up to 210 days.






	 	B.	 	Financial/Accounting Services.






	 	1	 	Seller’s financial and accounting staff will be reasonably
accessible to assist Buyer with questions relating to the following
financial/accounting matters: collections, mail services, receipts, contract
administration, billing and accounts receivable collection, supplier and
landlord related ordering, and accounts payable administration. Except as
otherwise set forth herein or as otherwise provided for in the Stock Purchase
Agreement, Seller shall not be required to prepare financial statements, make
ledger entries, or prepare or file tax returns.
	 
	 	2	 	Duration: Up to 180 days.






	 	C.	 	Treasury Services.






	 	1	 	Seller’s treasury staff will be reasonably accessible to assist
Buyer with the following treasury matters: bank account management, processing
of electronic fund transfers, cash management, cash controls, customer
deposits, online treasury platform access management, administration of credit
card accounts, administration of state and local taxes and other tax
management; provided that Buyer shall remain fully responsible for
managing its own treasury services.
	 
	 	2	 	Duration: Up to 180 days.






	 	D.	 	Payroll Services.






	 	1	 	Seller shall provide to Buyer payroll processing and services,
either directly or through a payroll processing company, for the Transferred
Employees.
	 
	 	2	 	Seller shall assist Buyer in transitioning the payroll
processing to Buyer’s payroll processing provider.
	 
	 	3	 	Duration: Up to 180 days.






	 	E.	 	Human Resources Services.






	 	1	 	Seller’s human resources staff will be reasonably accessible to
respond to questions of Buyer related to the payment and benefits of the
Transferred Employees, and will assist the Transferred Employees in enrollment
of such employees into Buyer’s plans.
	 
	 	2	 	Duration: Up to 180 days.




 









 












	 	F.	 	Welfare Benefits.






	 	1.	 	If requested by Buyer, Seller shall provide each of the
Transferred Employees (and their dependents and other individuals covered
through them) with the group, medical, dental, and vision coverage they enjoyed
immediately prior to the Closing and shall charge each such Transferred
Employee the same monthly premium as currently charged to each such Transferred
Employee.
	 
	 	2.	 	Duration: Up to 30 days, but in no event later than October 31, 2010.






	 	G.	 	Miscellaneous






	 	1.	 	Seller shall provide to Buyer reasonable assistance in
transitioning the Acquired Companies’ ISO 9001 certification.
	 
	 	2.	 	Seller shall permit Buyer to utilize the services currently
used in the Transferred Business pursuant to Seller’s Boscobel, Monster, and
Dell agreements (each as more fully described in Schedule 6.05(c) of the
Schedules to the Stock Purchase Agreement).
	 
	 	3.	 	Duration: Up to 30 days.






	II.	 	Fees






	 	A.	 	Buyer shall be responsible for the payment of all out of pocket costs directly
related to the provision of IT services for the Business for the benefit of Buyer,
including without limitation costs of the following third party providers: Orange
Conferencing, Microsoft, Orion, Dell, Gateway, PeopleSoft. Buyer shall furthermore be
responsible for procuring at its expense any additional equipment, networking equipment
or software to be used on the designated server described in Section 1.A.
	 
	 	B.	 	Buyer shall be responsible for the payment of all out of pocket costs directly
related to the provision of Financial/Accounting Services for the Business, including
without limitation costs of the following third party providers: JPMorgan Chase.
	 
	 	C.	 	Buyer shall be responsible for the payment of all out of pocket costs directly
related to the provision of the Treasury Services for the Business for the benefit of
Buyer, including without limitation costs of the following third party providers: Bank
of Newport.
	 
	 	D.	 	All payroll amounts shall be paid by Buyer and using Buyer’s federal employer
identification number. Buyer shall furthermore be responsible for the payment of all
out of pocket costs directly related to the provision of the Payroll Services for




 









 






	 	 	 	the Business for the benefit of Buyer, including without limitation costs of the
following third party providers: ADP.
	 
	 	E.	 	Buyer shall be responsible for the payment of all out of pocket costs directly
related to the provision of Human Resources Services for the Business for the benefit
of Buyer.
	 
	 	F.	 	Buyer shall be responsible for the payment of all out of pocket costs directly
related to the provision or utilization of the Miscellaneous Services for the Business
for the benefit of Buyer, including without limitation costs of the following third
party providers: BSI Management Systems, Boscobel, Monster, and Dell.
	 
	 	G.	 	Buyer shall be responsible for the payment of the difference between the total
insurance premium for group medical, dental, and vision coverage that is actually
billed to Seller with respect to the Transferred Employees for the period of coverage
elected by Buyer pursuant to Paragraph I.F. above and the amount charged to Transferred
Employees for such coverage pursuant to existing payroll deduction agreements between
Seller and the Transferred Employees.