**EXHIBIT 10.12****PROFESSIONAL SERVICES AGREEMENT**The A Consulting Team, Inc. (TACT) having its offices at 77 Brant Avenue, Suite 320,Clark, NJ *07066*(“Customer”), and Ionldea, Inc., a Virginia corporation having itsprincipal place of business at 3913 Old Lee Highway, Suite 33B, Fairfax, VA 22030(“Supplier”), hereinafter separately referred to as the “Party” or jointly referred to asthe “Parties”, enter into this Professional Services Agreement (“Agreement”) this27th of June, 2006 (“Effective Date”).**l.****Definitions**For the purpose of this Agreement, capitalized terms shall have the following meanings or themeaning in the attached Statement (s) of Work.**(a) “Acceptance”**means the point in time when the Deliverables conform to the Specifications;Acceptance shall be evidenced by the issuance by Customer of an acceptance certificate;**(b) “Affiliates”**means Customer and any entity it controls; where “control” means direct orindirect ownership of fifty percent (50%) or more of the stock entitled to vote at generalmeetings, or the right to appoint a majority of the board of directors, or a body performing asimilar function;**(c) “Deliverables”**means the machines, software, design specifications, computer programs, andoriginal works of authorship developed by Supplier under this Agreement;**(d) “Order”**means Customer’s order for Services in a written or electronic format.**(e) “Service(s)”**means any and all services defined in Statement(s) of Work to be provided bySupplier under this Agreement;**(f) “Specifications”**means the technical and normative description of the Deliverables.**(g) “Product”**means the Customer’s Product.**(h) “Test Plan”**means the document describing the schedule, framework and procedures associated toacceptance tests.**2. Scope of the Agreement**Customer and Affiliates may each obtain Services according to the terms of this Agreement byexecuting Statement(s) of Work which may be confirmed by Order(s). All Statement(s) of Work andOrder(s) are incorporated into this Agreement and made a part hereof as Exhibits A.1, A.2 and soon as between Supplier and the Customer or Affiliate (as the case may be) having signed theStatement of Work. Supplier acknowledges and agrees that by signing a Statement of Work, theAffiliate accepts to be bound by the terms and conditions of this Agreement and that the Affiliatehas sole and unique responsibility with respect to its Statement(s) of Work and/or Order(s). Forpurposes of applying this Agreement as between the Affiliate who signs the Statement of Work andSupplier, all references to Customer shall be understood to mean the Affiliate who signed theStatement of Work.Supplier represents and warrants that it has the rights necessary to enter into this Agreement.Supplier agrees to provide the Services in accordance with this Agreement no later than themilestones dates identified in Statement(s) of Work.**3.****Selection of Employees**Supplier shall designate the Supplier employee(s) who shall perform the Services as well as aProject Manager who shall be responsible for overseeing Supplier’s overall performance under aStatement of Work. Supplier shall use its best efforts to comply with requests from Customer forspecific Supplier employees. Supplier’s employees will be able to work in English. Supplier shallreplace employee(s) performing Services upon request by Customer for good and lawful reasons. If,for reasons beyond Supplier’s control, Supplier’s employee(s) assigned to the execution of theServices are not available, Supplier shall (i) assign an employee with the same qualifications,and (ii) be responsible for the time and all associated charges required for the transfer ofqualifications necessary for the execution of the Services, such time to be mutually agreed by theParties. During its presence at Customer’s or Affiliates’ premises, Supplier personnel willrespect the rules in force at these premises, as communicated to them by Customer, and inparticular, the hygiene, security and safety rules. Supplier’s personnel shall at all times remainunder the sole authority and responsibility of Supplier.Additionally, all persons contracted to perform professional services on behalf of Customer(whether as a Contractor or Temporary personnel shall be held to the same standard as Customer’sregular employees with regards to adherence to Customer Human Resources policies and procedures.Should any such person violate the stated company policies, which shall include, but not belimited to policies pertaining to Harassment and Discrimination, Employee Conduct and Work Rules,Dress Code, Use of Company Equipment and Internet Usage, Customer reserves the right toimmediately remove the individual violator from its premise and/or immediately terminate thecontract relationship with the violator.**Professional Services Agreement **•** V2.1**     **Confidential** **Page 1**31/01/2007
 

 
**EXHIBIT 10.12****PROFESSIONAL SERVICES AGREEMENT****4. Rights to Deliverables**Customer and Supplier acknowledge that when the performance of this Agreement results in thecreation or development of Deliverables, all right title and interest therein will vest *ab initio*in Customer and/or Affiliates, except as provided in Section 5 below. Supplier shall treatDeliverables as Confidential Information for purposes of Section 12.2 below.**5. Proprietary Materials**The Parties acknowledge that a Statement of Work may necessitate the provision by Supplier and/orCustomer of certain software, specifications, documentation or other materials which areproprietary to Customer or a third party “Customer Proprietary Materials” or Supplier or a thirdparty “Supplier Proprietary Materials”. Except as expressly authorized by a Statement of Work,neither Party shall and shall not permit any third party to copy, translate, reverse engineer,decompile, recompile, update or modify all or any part of the other Party’s Proprietary Materials.Each Party shall respect the other Party’s Proprietary Materials and shall convey to the otherParty such license or other usage rights thereto as are set forth in the Statement of Work.Supplier Proprietary Materials shall be considered as Deliverables for the purposes of applyingArticle 10.1 hereof.**6. Testing and Acceptance**Except as otherwise stipulated in the Statement of Work, as soon as practicable after delivery ofthe Deliverables by Supplier, Customer shall perform acceptance testing of the Deliverablespursuant to a mutually agreed upon Test Plan, to confirm conformity of the Deliverables with theSpecifications therefore constituting a part of or delivered pursuant to a Statement of Work.Supplier shall provide all necessary assistance to Customer during such acceptance testing.Customer shall notify Supplier as soon as practicable in writing of any such non-conformities ofthe Deliverables to the Specifications. Supplier shall thereupon correct any such non-conformitiesand resubmit the Deliverables. In the event that the said round of acceptance testing isunsuccessful, Customer shall have the right, at its sole discretion to either terminate theStatement of Work and recover any fees paid by Customer or resubmit the Deliverables for a furtherround of acceptance tests pursuant to the foregoing procedure.**7. Price and Payment Provisions**7.1 In consideration of the Services performed by Supplier hereunder, Supplier shall invoiceCustomer at such times, and Customer shall pay Supplier, such fees as are set forth in theStatement(s) of Work.7.2 All invoices shall be payable within forty five (45) days of the date of invoice. Any sum notpaid by Customer within due date will bear interest from date of invoice until paid at a rate of1.00% per month (12% per annum).7.3 The fees prescribed by Section 7.1 do not include taxes or other duties which are for theaccount of Customer, excluding taxes based on Supplier’s income.7.4 Upon submission of an invoice, Customer shall reimburse Supplier for reasonable travel andincidental expenses actually without mark-up incurred in connection with Services providedhereunder, provided, however, that (a) all such costs shall be subject to theprior written consent of Customer (b) all travel shall be in economy class, (c) subsistenceexpenses shall not exceed Customer’s then current per-diem amounts, (d) if Customer so requests,Supplier shall use the same hotel facilities as those used by Customer, (e) if Customer sorequests, Supplier shall use the travel facilities made available tothem by Customer and (f) allsuch expenses shall be supported by appropriate justifications.**8. Term****8.1 Term of the Agreement.**This Agreement is legally binding as of the EffectiveDate and shall continue in full force and effect until completion of all work prescribed byStatement(s) of Work.**8.2 Term of Services.**The term of Services shall be as provided in the appropriate Statement(s)of Work or until the completion of the Services, whichever is later.**8.3 Termination for Convenience.**Except as provided in a Statement of Work, Customer shall havethe right to elect to terminate a Statement of Work, at any time, by providing Supplier withthirty (30) days prior written notice of said election.**8.4 Termination by Either Party for Material Breach and Bankruptcy.**Either party may terminatethis Agreement (or any part thereof) or any Statement of Work upon written notice (a) if theother party materially breaches this Agreement and fails to cure such breach within thirty (30)days following receipt of written notice specifying the breach in detail or (b) if either Partyfiles a petition for relief under any bankruptcy legislation, if any involuntary petitionthereunder should be filed against either Party and the same not be dismissed within thirty (30)days, if either Party is adjudicated a bankrupt or if either Party makes an assignment for thebenefit of creditors.**8.5 Effect Of Termination.**The termination of this Agreement shall not relieve either party     **Professional Services Agreement**   **Page 2****Confidential**
 

 
**EXHIBIT 10.12****PROFESSIONAL SERVICES AGREEMENT**from its obligations owed to the other party as at the effective date of termination,which obligations shall survive the termination of this Agreement. Termination of this Agreementshall not limit either party from pursuing other remedies available to it. The provisions ofArticles 3, 4, 5, 8, 9, 10, 11 and 12 shall survive the termination of this Agreement.Termination of this Agreement will not in itself terminate the Statement(s) of Work still inforce at the time of said termination and such Statement(s) of Work shall remain subject to theterms of this Agreement.**9. Warranties****A. Services Warranty.**Supplier warrants that the Services that it will provide hereunder will beperformed in accordance with established industry 11.1 standards with appropriately qualified personnel.**B. Deliverables.**Supplier warrants that the Deliverables will conform to the Specifications.**C. DISCLAIMER.**EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE WARRANTIES CONTAINED IN THIS ARTICLE 9 AREEXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS,EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR APARTICULAR PURPOSE AND MERCHANTABILITY.**10. Indemnification****10.1 Intellectual Property Rights Warranty/Indemnification.**Supplier represents and warrants that the Deliverables do not infringethe intellectual property rights of any third party. Supplier shall indemnify and hold harmlessCustomer and Affiliates, and their directors, officers, employees, agents and end-users againstany and all losses, liabilities, judgments, awards and costs and expenses arising out of orrelated to any claim that use or possession of the Deliverables, infringes the patent, copyright,trade secret, or other proprietary right of any third party. Supplier shall defend and settle atits sole expense all suits or proceedings arising out of the foregoing, provided that Customergives Supplier prompt notice of any such claim. If the Deliverables are held to be or arebelieved by Supplier to infringe a third party intellectual property right, then Supplier shallat its sole discretion: (a) obtain for Customer the right to continue to use the Deliverables, or(b) replace or modify the Deliverables so as to make them non-infringing or if neither of theabove are feasible, terminate this Agreement with respect to the infringing Deliverables andreimburse Customer for the fees paid for those Deliverables. Supplier shall have no liability forany claim of infringement based on (a) the use of a superseded or altered release of theDeliverables by Customer if the infringement could have been avoided by the use of the current unaltered release of theDeliverables, which Supplier provided to Customer (b) the use of the Deliverables by Customerother than in accordance with the Specifications.**10.2 General Indemnity.**Each party shall defend and indemnify the other party and theirrespective directors, employees, officers, agents and Affiliates against all damages for bodilyinjury, death, or damage to real or personal property caused by the other party in the course ofperforming under this Agreement.**11. Limitation of Liability.**Neither Party shall be liable for any incidental, special, exemplary, consequential or indirectdamages, including without limitation lost data, profits, revenues, even if advised of thepossibility of such damages. Suppliers maximum liability to Customer and Customer’s andAffiliates’ maximum collective liability to Supplier shall not exceed the greater of theaggregate amount actually paid under this Agreement or the fees to be paid under the applicableStatement of Work. The above exclusions or limitations of liability will apply only to the extentpermitted by applicable law and do not apply to the parties liability under Articles 10.1, 10.2and 12.2.**12. GENERAL****12.1 Notices.**All notices under this Agreement shall be sufficient if sent by certified mail, returnreceipt requested, to the parties at the respective addresses set forth above or to such other addressas a Party has designated by notice to the other Party.**12.2 Non-Disclosure.**For purposes of this Agreement, “Confidential Information” means: a)the present Agreement and b) any and all data, software, know-how, trade secret, designs, plans,drawings, specifications, documentation, reports, manuals, Products, Deliverables, services,customers, and prospects and other information of every kind and description heretoforedisclosed, or which may be hereafter disclosed by a Party to the other Party, except anythingdesignated as not confidential. The receiving Party of Confidential Information shall (i) notdisclose the Confidential Information to any third party (including use of Customer’s name and/orConfidential Information via press release, advertising or marketing literature), without theprior written consent of the other Party; (ii) treat the Confidential Information with the same levelof care that it affords its own Confidential Information, but in no event less than areasonable level of care; (iii) use the Confidential Information only in connection with the     **Professional Services Agreement**   **Page 3****Confidential**
 

 
**EXHIBIT 10.12****PROFESSIONAL SERVICES AGREEMENT**performance of this Agreement and confine its distribution within its organization (which in thecase of Customer shall include Affiliates or its/their contractors or agent), to those individuals having aneed to know the Confidential Information in connection with the performance of this Agreement.No restrictions apply to any information that (a) isindependently developed by the receiving Party; or(b) at the time of disclosure, was known to thereceiving Party free of restriction; or (c) is lawfullyreceived from another source free of restriction andwithout breach of the Agreement; or (d) is orbecomes a matter of public knowledge withoutbreach of this Agreement; or (e) is disclosed underoperation of law or pursuant to the request of acourt or governmental body, except that thereceiving Party shall disclose only such Informationas is legally required and shall (i) use reasonableefforts to ensure the continued confidentialtreatment of any disclosed Information; and (ii)provide to the disclosing Party prompt writtennotice of each such legal requirement for disclosure,so that the disclosing Party may seek an appropriateprotective order. Notwithstanding this Section 12.2,Customer shall be permitted to disclose theConfidential Information to its controllingshareholder and its affiliated companies for thepurpose of pursuing group activities.**12.3 Force Majeure.**A Party will not be responsible for delay in or impossibility ofperformance under this Agreement due to any *force majeure*or any other unforeseeable circumstancesthat are reasonably beyond the control of that Party. A party may terminate this Agreement (or partthereof) without any further liability by written notice if an event of Force Majeure affecting theother party continues for a period of one (1) month.**12.4 Subcontracting.**Supplier shall have the right to subcontract any work to be performedhereunder provided that it has obtained the prior written agreement of Customer and providedfurther that Supplier remains primary liable for any work performed by a subcontractor and thatany act or omission of a subcontractor shall be considered as an act or omission of Supplierhereunder.**12.5 Assignment.**A Party will not assign, transfer, or otherwise dispose of its rights andobligations under this Agreement without the prior written consent of the other Party (suchconsent not to be unreasonably withheld), provided that Customer may so transfer its rights and/or obligations and/or delegate its duties under this Agreement toan Affiliate or a successor to all or part of its or an Affiliate’s business without Supplier’sconsent.**12.6 Severability.**If any provision of this Agreement is held by a court or tribunal ofcompetent jurisdiction to be unenforceable, the remaining provisions of this Agreement willcontinue in full force.**12.7 Relationship of Parties.**The relationship of the Parties is that of independent contractors,and each Party is solely responsible for its own actions. This Agreement does not establish anagency relationship, a partnership, or a joint venture between the Parties, and neither Partywill have the power or capacity to bind the other Party or otherwise act on behalf of the otherParty.**12.8 Insurance.**Supplier shall have contracted an insurance policy concerning its obligationsunder this Agreement and undertakes to evidence payment of insurance premiums upon Customer’srequest.**12.9 Additional Remedies.**Any remedies set forth herein shall be without prejudice to additionalremedies available to Customer.**12.10 No Waiver.**Failure or delay by the Parties in exercising any right under this Agreementwill not constitute a waiver of that right.**12.11 Compliance with Laws.**The Parties shall comply with all applicable laws, rules andregulations in connection with its activities and obligations under this Agreement.**12.12 Entire Agreement.**This Agreement and the attached Statement(s) of Work is the entireagreement between the parties and supersedes all previous verbal or written proposals andagreements relating to the subject matter hereof. Any and all of Suppliers general conditions ofsale are expressly excluded.**12.13 Governing Law and Jurisdiction.**This Agreement and all matters regarding the interpretationand/or enforcement hereof, will be governed exclusively by the laws of the Commonwealth ofVirginia. All disputes arising in connection with this Agreement will be submitted to thejurisdiction of the courts in Fairfax, Virginia.     **Professional Services Agreement**   **Page 4****Confidential**
 

 
**EXHIBIT 10.12**IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written bythe undersigned authorized representatives of Supplier and Customer.         FOR SUPPLIER FOR CUSTOMER           By: /s/Alan L. Krishnan By: /s/ Shmuel Ben Tov           Name: Alan L. Krishnan Name:  Shmuel Ben Tov           Title: Executive Vice President Title: Chief Executive Officer       **Professional Services Agreement**   **Page 5****Confidential**