ex10-2



Exhibit 10.2


LIMITED LICENSE AGREEMENT


      This Limited License Agreement (the “Agreement”), dated as of October 31,
2000, between KPMG Consulting, Inc., a Delaware corporation, its subsidiaries,
successors and assigns (“Licensee”), and KPMG International (formerly KLYNVELD
PEAT MARWICK GOERDELER), a verein (association) organised and existing under
the laws of Switzerland, its predecessors, successors and assigns (“KPMG
International”), to become effective only if there is, and as of the date of,
an initial public offering of common stock of Licensee (the “Effective Date”).


      WITNESSETH:


      WHEREAS, the parties hereto recognise the following DEFINITIONS OF TERMS
used in the Agreement:


      COMPONENT LICENSE AGREEMENT means the agreement signed by the four founding
firms of KPMG International, KPMG International, Peat Marwick International and
Klynveld Main Goerdeler governing the ownership and use of the component parts
of the names “KPMG”, “KPMG International” and “Klynveld Peat Marwick
Goerdeler”, which came into effect on 1 April 1987.


      INTERNATIONAL BOARD means the International Board of KPMG International as set
forth in the Statutes of Association of KPMG International.


      INTERNATIONAL COUNCIL means the International Council of KPMG International as
set forth in the Statutes of Association of KPMG International.


      INTERNATIONAL HEADQUARTERS means the International Headquarters of KPMG
International situated in Amsterdam, The Netherlands as set forth in the
Statutes of Association of KPMG International.


      LICENSE AGREEMENT means the standard License Agreement between KPMG
International and a Member Firm for the purpose of controlling the use of the
Service Marks.


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      MEMBER FIRM means any national or regional professional services firm,
including all of its Subsidiaries as defined in the Agreement, which has been
admitted as a member firm of KPMG International by the International Council
and has signed the Statutes of Association of KPMG International (or a
Signature Addendum to such Statutes), a License Agreement and a Membership
Agreement. Every Member Firm shall be a full scope Member Firm —which means a
Member Firm which offers and has the capability to provide and deliver services
to national and international clients in all areas of KPMG International’s core
services as may be designated as core services from time to time by the
International Council, unless otherwise approved by the International Council.
With the specific approval of the International Council, a Member Firm or a
Subsidiary as defined herein may be a LIMITED SCOPE FIRM, which means a firm
which offers and has the capability to provide and deliver services to national
and international clients in one or more but not all areas of such core
services.


      MEMBERSHIP AGREEMENT means the standard Membership Agreement between KPMG
International and a Member Firm for the purpose of defining the exclusive
relationship of the Member Firm and its Subsidiaries with KPMG International.


      OPERATING TERRITORIES means certain agreed-upon territories where Licensee
shall be permitted by the Agreement to utilise the KPMG name and logo and other
Service Marks, as more fully defined in Section 1d., below.


      SERVICE MARKS means the names and marks set out in Exhibit A hereto.


      STATUTES or KPMG STATUTES means the Statutes of Association of KPMG
International.


      SUBSIDIARY means any firm, division, practice, entity or operation which is
wholly or dominantly owned, and/or managed and controlled by a Member Firm, and
which therefore is not required to sign a separate License Agreement or
Membership Agreement.


      WHEREAS, KPMG International has the sole authority to license the names
“KPMG”, “KPMG International” and “Klynveld Peat Marwick Goerdeler” and the
Service Marks set forth in Exhibit A hereto; that is, marks and names which use
any one or more of the component names “KLYNVELD”, “PEAT”, “MARWICK” or
“GOERDELER”, alone or as initials (i.e., “KPMG”) or in combination with other
names or marks set forth in Exhibit A hereto (which names and marks are
referred to collectively as the “Service Marks”);


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      WHEREAS, Deutsche Treuhand-Gesellschaft Aktiengesellschaft,
Wirtschaftspruefungsgesellschaft (now KPMG Deutsche Treuhand-Gesellschaft AG),
KMG Klynveld Kraayenhof & Co. (now KPMG Holding N.V.), Peat Marwick Main & Co.
(now KPMG LLP), Peat Marwick McLintock (now KPMG), Klynveld Peat Marwick
Goerdeler (now KPMG International), Peat Marwick International, a partnership,
and Klynveld Main Goerdeler, an association, have entered into the Component
License Agreement, effective as of 1 April 1987;


      WHEREAS, Licensee wishes to utilise the KPMG name and logo and other
Service Marks owned and/or licensed by KPMG International in the Operating
Territories;


      WHEREAS, Licensee wishes to use the Service Marks in connection with the
providing and advertising of services in the field of management consulting
(including, without limitation, systems integration and integrated solutions
services), and on products related to such services (which trademark uses are
intended to be included within the definition of the Service Marks as used
herein) in the Operating Territories;


      WHEREAS, Licensee has been the subject of appropriate due diligence
procedures by KPMG International and/or Member Firms to determine its
suitability as a licensee;


      WHEREAS, KPMG International and Licensee wish to ensure the greatest
possible protection of the Service Marks and recognise that effective defense
of the Service Marks makes it desirable that the Service Marks be subject to
uniform policies of protection and quality standards;


      WHEREAS, Licensee recognises that the value and goodwill of the Service
Marks will be protected and enhanced by the Agreement; and


      WHEREAS, the parties recognise that Licensee is not, and does not become
by entering into the Agreement, a Member Firm, Limited Scope Firm or
Subsidiary, but is and remains an independent professional firm.


      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties agree as follows:


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1. Grant of License



	 	 	 
		a.	
Licensee acknowledges that KPMG International has the sole
authority to license to Licensee the use of the names “KPMG”, “KPMG
International” and “Klynveld Peat Marwick Goerdeler” and the Service
Marks set forth in Exhibit A hereto, and that this right to license
derives exclusively from the KPMG Statutes and the Component License
Agreement.
	
	
	
	

	
	
	
	

	
	
	
	

		b.	
Upon the terms and conditions hereinafter set forth, KPMG
International hereby grants to Licensee, and Licensee hereby
accepts, the right, license and privilege to use the Service Marks
in connection with Licensee’s providing and advertising of services
in the field of management consulting (including, without
limitation, systems integration and integrated solutions services),
and on products related to such services, in, and only in, the
Operating Territories. Such grant shall not be exclusive to
Licensee (except that KPMG International shall not make such a grant
to any other person, firm or entity in the Operating Territories,
other than a Member Firm in the Operating Territories); provided,
however, that Licensee shall have the exclusive, worldwide right to
the name “KPMG Consulting, Inc.” and “KPMG Consulting,
Incorporated,” subject to the provisions of Section 1(e). The grant
of the license to use the Service Marks shall not include any right
of Licensee to enter into any sublicense agreements related to the
Service Marks without the express written consent of KPMG
International, except in the case of a subsidiary or other entity
directly or indirectly controlled by Licensee. In addition,
Licensee shall only utilise the name “KPMG” in immediate conjunction
with “Consulting” or take other necessary steps in order to ensure
that Licensee does not represent that it is the same as or is
affiliated with KPMG LLP or KPMG International, or is governed by or
affiliated with KPMG LLP or KPMG International, including, but not
limited to, in Licensee’s advertisements, press releases, name
plates or other publications. KPMG International shall use its best
efforts to cause each Member Firm that uses the Service Marks to
take all necessary steps to distinguish itself from Licensee and
avoid representing that it is the same firm as or is affiliated with
Licensee.
	
	
	
	

	
	
	
	

	
	
	
	

		c.	
The limited license hereby granted shall be effective as of
the Effective Date and shall continue for four (4) years unless
earlier terminated in accordance with the provisions of Section 4
below.



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		d.	
The limited license to use the Service Marks hereby granted
shall only apply to the Licensee’s Operating Territories. The
Operating Territories shall initially be comprised of those
territories of Member Firms, Limited Scope Firms and Subsidiaries
whose consulting practices have joined or have been acquired by
Licensee as of or prior to the Effective Date. If Licensee from
time to time acquires consulting practices of other Member Firms,
Limited Scope Firms or Subsidiaries at later dates, the territories
of those acquired consulting practices shall at such dates become a
part of the Operating Territories.
	
	
	
	

	
	
	
	

	
	
	
	

		e.	
Licensee shall not compete, directly or indirectly, under any
name, with any Member Firm outside of the Licensee’s Operating
Territories during the Noncompetition Period without the express
written consent of the subject Member Firm(s). For the avoidance of
doubt, if Licensee is providing consulting services and products on
a project primarily based in the Operating Territories which it
services, this paragraph shall not preclude Licensee from engaging
any person, firm or entity which is not a Member Firm to deliver
such consulting services and products for such portion of the
services or products to be provided on the project outside of the
Operating Territories. The preceding sentence shall not be used as a
means to circumvent the purposes of this paragraph. As used in this
Agreement, “Noncompetition Period” means the period which is the
later of (i) December 31, 2001 and (ii) six (6) months following the
receipt of the termination notice by the Chief Executive Officer of
KPMG International as contemplated by Section 4(b) below; provided,
however, that in no event shall the Noncompetition Period extend
beyond the fourth anniversary of the Effective Date.
	
	
	
	

	
	
	
	

	
	
	
	

		f.	
Neither KPMG International (to the extent that it might in
the future be permitted by law to conduct operations) nor any of its
Member Firms shall compete, directly or indirectly, with Licensee in
the Licensee’s Operating Territories during the Noncompetition
Period, without the express written consent of Licensee. For the
avoidance of doubt, this paragraph shall not preclude KPMG
International (to the extent that it might in the future be
permitted by law to conduct operations) or its Member Firms from
engaging any person, firm or entity which is not a Member Firm to
deliver consulting services and products in the Operating
Territories, to the extent that such party is providing consulting
services and products on a project primarily based in their
respective exclusive territories outside of the Operating
Territories, if such project also includes services to be provided
in the Operating Territories. The preceding sentence shall not be
used as a means to circumvent the purposes of this paragraph.



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		g.	
The parties hereto acknowledge and agree that Licensee and
the Member Firms may refer work to one another and may enter into
contractor/subcontractor relationships, provided that the Licensee
and the Member Firms shall have no legal obligations to do so and
that any such referrals or relationships shall be determined on a
case by case basis, subject to individual circumstances and based on
reasonable commercial terms. In no event shall any referral fees be
paid between the Licensee and any Member Firm.
	
	
	
	

	
	
	
	

	
	
	
	

		h.	
During the Noncompetition Period, Licensee shall not solicit
or hire any partners or employees of any Member Firm, and no Member
Firm shall, and KPMG International shall ensure that no Member Firm
shall, solicit or hire any employees of Licensee without the express
written consent of the current employer.
	
	
	
	

	
	
	
	

	
	
	
	

		i.	
Licensee, KPMG International and the Member Firms shall
maintain their respective rights to their respective intellectual
properties. The license or transfer of any intellectual property
between or among Licensee, KPMG International and the Member Firms
will be determined on a case by case basis, with the pricing and
other terms to be reflected in mutually negotiated contracts based
upon reasonable commercial terms.



2. Protection of Title and Registration



	 	 	 
	
	
	
	

		a.	Licensee agrees that it will not challenge the title or any
rights of KPMG International or any Member Firm, Limited Scope Firm,
or Subsidiary in and to the names “KPMG”, “KPMG International” and
“Klynveld Peat Marwick Goerdeler” and the Service Marks set forth in
Exhibit A hereto, or make any claim or take any action adverse to
KPMG International’s or any Member Firm’s, Limited Scope Firm’s, or
Subsidiary’s rights therein, or challenge the validity of the
Agreement.
	
	
	
	

	
	
	
	

	
	
	
	

		b.	
Licensee agrees, both during and after the term of the
Agreement, to co-operate fully and in good faith with KPMG
International and to execute such documents as KPMG International
reasonably requests for the purpose of securing, preserving,
defending, and protecting KPMG International’s rights in and to the
names “KPMG”, “KPMG International” and “Klynveld Peat Marwick
Goerdeler” and the Service Marks.
	
	
	
	

	
	
	
	

	
	
	
	

		c.	Licensee shall promptly notify KPMG International in writing
of any infringement, imitation, passing off or use of the Service
Marks or any confusingly similar marks by any third party which
comes to its attention. KPMG International and Licensee shall



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		 	each have the right to bring a proceeding against any such third parties
to enforce their rights hereunder.
	
	
	
	

	
	
	
	

	
	
	
	

		d.	International Headquarters shall obtain and maintain
registrations for the Service Marks used by Licensee. This
obligation shall apply to any and all Service Marks used by
Licensee. Licensee shall obtain and maintain registrations for its
intellectual property, including names or marks used in combination
with, or variations on, the Service Marks.
	
	
	
	

	
	
	
	

	
	
	
	

		e.	If Licensee uses the Service Marks, Licensee shall use the
name “KPMG” and the Service Marks in accordance with the provisions
of the KPMG Image System regarding the legal and communicative name
of License and the use of the letters “KPMG” and the KPMG logo on
its stationery and other documents.



3. Terms of Payment



	 	 
	
	
	
	

		Licensee has paid to KPMG International the sum of US$10.00 and KPMG
International hereby acknowledges receipt thereof as full payment for
this limited license. The parties also acknowledge the mutual
undertakings made herein as consideration for the Agreement.



4. Term of the Agreement and Termination



	 	 	 
	
	
	
	

		a.	Unless earlier terminated pursuant to this Section 4, the
term of the Agreement shall be for four (4) years from the Effective
Date.
	
	
	
	

	
	
	
	

	
	
	
	

		b.	Licensee may terminate the Agreement at any time by six
months written notice to the Chief Executive Officer of KPMG
International, but in no event can the Licensee change its name
before June 30, 2001. The commencement of the period of notice shall
be the date of receipt by the Chief Executive Officer of such
written notice.
	
	
	
	

	
	
	
	

	
	
	
	

		c.	The International Board may terminate the Agreement at any
time if Licensee, in the International Board’s reasonable, good
faith judgment, has violated the material terms and conditions of
the Agreement; provided, however, that the International Board may
exercise this termination right only if it has delivered to the
Chief Executive
Officer of Licensee a written notice and description of such
violation and such violation has not been cured during the ninety
(90) day period following such notice.



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		d.	Upon the earlier to occur of (i) a Change in Control of
Licensee or (ii) the entry by Licensee into a definitive agreement
for a Change in Control, Licensee shall provide a written notice to
the Chief Executive Officer of KPMG International. Upon the receipt
of such notice, KPMG International shall have the right, exercisable
for the thirty (30) day period following the receipt of such notice,
to terminate this Agreement if in the reasonable, good faith
judgment of the International Board the Change in Control of
Licensee will have a material detrimental effect on KPMG
International and/or any Member Firm. If KPMG International
determines to terminate this Agreement, it shall provide a
reasonable transition period during which Licensee shall discontinue
the use of the Service Marks. KPMG International agrees that
neither it nor any Member Firm shall receive any consideration in
exchange for waiving any termination right in this Section 4(d).
“Change in Control” means:




	 	 	 
	
	
	
	

		(i)	a sale or transfer to a non-affiliated third
party of all or substantially all of the assets of Licensee on
a consolidated basis in any transaction or series of related
transactions;
	
	
	
	

	
	
	
	

	
	
	
	

		(ii)	any merger, consolidation or reorganisation to
which Licensee is a party, except for a merger, consolidation
or reorganisation in which Licensee is the surviving
corporation and, after giving effect to such merger,
consolidation or reorganisation, the holders of Licensee’s
outstanding equity (on a fully diluted basis) immediately
prior to the merger, consolidation or reorganisation will own
in the aggregate immediately following the merger,
consolidation or reorganisation Licensee’s outstanding equity
(on a fully diluted basis) either (A) having the ordinary
voting power to elect a majority of the members of Licensee’s
Board of Directors to be elected by the holders of its common
stock and any other class which votes together with the common
stock as a single class or (B) representing at least 50% of
the equity value of Licensee as reasonably determined by the
Board of Directors; or
	
	
	
	

	
	
	
	

	
	
	
	

		(iii)	any person other than KPMG LLP or its affiliates
acquires beneficial ownership of 50% or more of the
outstanding equity of Licensee generally entitled to vote on
the election of directors.




	 	 	 
	
	
	
	

		e.	The Agreement shall terminate immediately in the event that:


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		(i)	Licensee dissolves or discontinues its business
as a going concern; or
	
	
	
	

	
	
	
	

	
	
	
	

		(ii)	A national government expropriates or
nationalises all or substantially all of the assets or
business of Licensee.




	 	 	 
	
	
	
	

		f.	Upon termination of the Agreement:




	 	 	 
	
	
	
	

		(i)	All rights of Licensee to use the Service Marks
granted under the Agreement shall revert and inure to the
benefit of KPMG International, subject to a reasonable
transition period in the case of a termination pursuant to
Section 4(d);
	
	
	
	

	
	
	
	

	
	
	
	

		(ii)	Licensee’s right to continue using the Service
Marks, or any marks or names that are likely to cause
confusion therewith, shall immediately terminate, and neither
Licensee nor any of its partners or shareholders or employees
nor any successor firm or entity shall use the Service Marks
after the date of termination, nor shall they register or use
any names, terms or trademarks constituting Service Marks,
without the prior written consent of KPMG International, in
each case subject to a reasonable transition period in the
case of a termination pursuant to Section 4(d); and
	
	
	
	

	
	
	
	

	
	
	
	

		(iii)	KPMG International may take the necessary steps
to cancel any record of Licensee as a licensee of the Service
Marks. Licensee hereby agrees to execute any documents which
KPMG International may reasonably require for that purpose.




	 	 	 
	
	
	
	

		g.	For the twelve (12) month period following a termination of
this Agreement, KPMG International shall not, and shall use its best
efforts to cause the Member Firms not to, use the name “KPMG
Consulting” or similar variations in any territory constituting part
of the Operating Territories in effect at the time of such
termination.
	
	
	
	

	
	
	
	

	
	
	
	

		h.	In the event of a termination of the Agreement by KPMG
International in accordance with the terms of this Agreement,
Licensee shall have no right to any compensation from KPMG
International or any Member Firms, Limited Scope Firms, or
Subsidiaries.


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		i.	Licensee shall have the right to immediately terminate this
Agreement in the event that KPMG International dissolves. The
parties agree that, after such dissolution, Licensee may only retain
those name and service mark common law rights, registrations, or
applications therefor which do not derive from grants received under
the Agreement. The parties specifically agree that, in the event of
such dissolution, they shall be restored, as nearly as possible, to
their positions before execution of the Agreement.
	
	
	
	

	
	
	
	

	
	
	
	

		j.	The agreements, representations, covenants and obligations
set forth in Sections l(e), l(f) and l(h) shall survive the
termination of this Agreement.



5. Applicable Law



	 	 
	
	
	
	

		The relationship between the parties to the Agreement shall be governed
by the terms and conditions set forth herein. Except to the extent that
the laws of Switzerland mandatorily govern this Agreement, this Agreement
shall be governed and construed in accordance with the federal laws of
the United States of America and the laws of the State of New York;
provided, however, that the validity of the Service Marks in any
jurisdiction shall be governed by the law of the jurisdiction in which
rights relating to the Service Marks are sought to be exercised.



6. Validity



	 	 	 
	
	
	
	

		a.	The language of the Agreement and all documents, meetings and
proceedings relating thereto shall be English.
	
	
	
	

	
	
	
	

	
	
	
	

		b.	No modifications, amendments or supplements to the Agreement
shall be effective for any purpose unless duly recorded in writing
and signed by authorised representatives of Licensee and KPMG
International or their successors or assigns.
	
	
	
	

	
	
	
	

	
	
	
	

		c.	If any provision of the Agreement should be invalid or
inoperable, this shall not affect the validity of the remaining
provisions of the Agreement. The parties hereto shall in such event
use their best efforts to substitute for any invalid or inoperable
provision a valid or operable arrangement which achieves results as
nearly equivalent as possible to the invalid or inoperable
provision.




7. Relationship of Parties


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		a.	Nothing contained herein shall be construed to place the
parties in the relationship of agents, partners or joint venturers,
and Licensee shall have no power to obligate or bind KPMG
International or any Member Firm, Limited Scope Firm or Subsidiary
in any manner whatsoever.
	
	
	
	

	
	
	
	

	
	
	
	

		b.	No provision of the Agreement shall be interpreted as having
the effect of placing the management of Licensee under the control
of KPMG International or any Member Firm, Limited Scope Firm or
Subsidiary.



8. No Assignment or Mortgage



	 	 
	
	
	
	

		The Agreement and all rights and duties hereunder are personal to
Licensee and shall not, without the written consent of KPMG
International, be assigned, mortgaged or otherwise encumbered by Licensee
or by operation of law.



9. Limited Rights of Direct Action by Four Member Firms



	 	 
	
	
	
	

		KPMG Deutsche Treuhand-Gesellschaft AG (Germany), KPMG SpA (Italy), KPMG
Holding NV (Netherlands), and KPMG (UK) (collectively, the “four Member
Firms”) hereby agree to be fully bound by the terms and conditions of
Sections 1.f. and 1.h. above, and are subject to a direct action by the
Licensee for any violations thereof. Each of he four Member Firms (in
addition to KPMG International) is exclusively granted a direct right of
action against the Licensee solely with respect to any violations of
Sections 1.e., 1.h. and 1.i. above including, without limitation, on
behalf of that Member Firm itself and such other Member Firm(s) in which
it holds an equity interest. Such direct actions would be governed by
Section 5 above and Section 10 below. In no event shall more than one
action be brought with regard to a given violation.




10. Enforcement



	 	 
	
	
	
	

		Any controversy or claim arising out of or relating to this Agreement
shall be settled by arbitration pursuant to the Commercial Rules of the
American Arbitration Association and judgment on the award rendered by
the arbitration may be entered in any court in the United States having
jurisdiction thereof. The arbitration shall take place before a panel of
three arbitrators, which shall consist of one person selected by each of
the two sides to the dispute and the third person to be jointly selected by the two arbitrators
previously selected. The arbitration



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		proceeding shall be conducted in New York City, New York. The
arbitration panel shall have the authority to award any remedy or relief
that a court of competent jurisdiction could order or grant, including,
without limitation, the issuance of an injunction. However, either party
may, without inconsistency with this arbitration provision, apply to any
court having jurisdiction hereof and seek interim provisional injunctive
or other equitable relief until the arbitration award is rendered or the
controversy is otherwise resolved. Except as necessary in court
proceedings to enforce this arbitration provision or an award rendered
hereunder, or to obtain interim relief, neither a party nor an arbitrator
may disclose the existence, content or results of any arbitration
hereunder without the prior written consent of both parties. The parties
acknowledge that this Agreement evidences a transaction involving
interstate commerce. Notwithstanding any choice of law provision
included in this Agreement, the United States Federal Arbitration Act
shall govern the interpretation and enforcement of this arbitration
provision. Each of the parties hereto irrevocably and unconditionally
waives trial by jury in any legal action or proceeding relating to the
Agreement and any counter-claims therein.



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



	 
	KPMG CONSULTING, INC.
	 
	By: /s/ Randolph C.
Blazer

Name:

Title:
	 
	KPMG INTERNATIONAL
	 
	By: /s/ Stephen G.
Butler   

Name:

Title:



As to Section 9 only:




	KPMG Deutsche Treuhand-Gesellschaft AG
(Germany)	

	KPMG SpA (Italy)	

	KPMG Holding NV (Netherlands)	

	KPMG (UK)	







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