**Exhibit 10.48**

 

CONSULTING SERVICES AGREEMENT

 

ThisConsulting Services Agreement (“Agreement”) is made and entered into effectiveas of this 1st day of August, 2004 by and between META Group, Inc., a Delawarecorporation, with principal place of business at 208 Harbor Drive, Stamford,Connecticut 06912 (“META”), and Dale Kutnick of 23 Sherman Turnpike, Redding,CT 06875 (“Consultant”).

 

WHEREASMETA is engaged in the business of gathering, analyzing and developing marketresearch and technical evaluations regarding computers and computer software,telecommunications equipment and software, and other electronic informationprocessing equipment technologies, incorporating such evaluations intopublications, and providing to clients related consultations, opinions andadvisory services, and marketing subscriptions to its publications and accessto its personnel for consultation relative to the matters which are the subjectof the subscription; and

 

WHEREASConsultant represents that he/she possesses the background and technicalexpertise to provide services to META’s Technology Research Services (TRS) asfurther defined below; and

 

WHEREAS, META and theConsultant desire to enter into an agreement whereby Consultant shall provideconsultation services as defined below.

 

NOW THEREFORE, in consideration of the mutual promisesand undertakings of the parties hereinafter set forth, it is agreed as follows:

 

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1.                                       Consultant’sObligations.  The responsibilities ofConsultant include, but are not limited to:

 

a)                                      publicspeaking engagements;

 

b)                                     supportof prospecting on behalf of META;

 

c)                                      salesand fulfillment activities on behalf of META;

 

d)                                     participationby phone in research meetings and the review of research content as required orrequested by the Research Organization;

 

e)                                      additionalobjectives as defined by CD Hobbs, President & COO, or the latter’sdesignee.

 

Withoutfurther compensation, the “Consultant” hereby agrees promptly to disclose toMETA, all concepts, ideas, trade secrets and/or original works of authorship,whether or not patentable, copyrightable or otherwise legally protectable (“Inventions”)which he/she may solely or jointly develop or reduce to practice during theperiod of hie/her consulting relationship with META which (i) pertain to anyline of business activity of META, (ii) are aided by the use of time, materialor facilities of META, whether or not during working hours or (iii) relate toany of his/her work during the period of his/her consulting relationship withMETA, whether or not during normal working hours (“META Inventions”).  During the term of his/her consultancy, allMETA Inventions that he/she conceive, reduce to practice, develop or havedeveloped (in whole or in part, either alone or jointly with others) shall bethe sole property of META and its assigns to the maximum extent permitted bylaw (and to the fullest extent permitted by law shall be deemed “works made forhire”), and META and its assigns shall be the sole owner of all patents,

 

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copyrights,trademarks, trade secrets and other rights in connection therewith.  The “Consultant” hereby assigns to META anyrights that he/she may have or acquire in such META Inventions.

 

2.             Term of Agreement.  The term of this Agreement shall be from the****1st day of August, 2004 to the 31st day of January,2005, unless either party wishes toterminate, at any point during said term by providing to the other party thirty(10) days written notice of such termination.

 

3.                                       No Contrary Agreements. Consultant covenants and agrees thathe/she is fully able and available to provide his/her services, as required,and there exists to his/her knowledge no agreement of any kind that wouldprevent him/her from fulfilling the duties required under this Agreement.

 

4.                                       Compensation**. **Consultant shall receive, as total compensationfor all services  rendered to METAunder this Agreement, a retainer of USD $25,000**.** Consultant will be paid monthly in accordance with the submission ofapproved invoices.  In addition, for anyspecific, incremental META initiated consulting engagements that are fulfilledby the Consultant, the Consultant will receive an additional 40% of the valueof those engagements above the Consultant’s retainer and META will retain 60%.

 

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5.                                       Taxes.  Consultantshall be solely responsible for all taxes (including employment and socialtaxes) due any governmental authorities on account of the performance ofhis/her obligations under this Agreement. Consultant agrees to save and hold harmless META, its employees,directors and officers from and against any claims by any governmentalauthority relating to or arising out of such taxes.

 

6.                                       Benefits.  META willcover 100% of Consultant’s medical, dental, and vision insurance. Consultantwill not be eligible for or receive any long-term disability insurance, holidayor vacation pay, retirement benefits, or any other fringe benefit underprograms, including stock purchase plans, maintained by META for its employees.

 

7.                                       Expensesand Equipment.  The cost and expenseof Consultant’s activities under this Agreement for any facilities, equipmentor insurance furnished or maintained by him/her in connection herewith, shallbe borne by Consultant, except that he/she will be reimbursed for expensesincurred on behalf of META in accordance with META’s standard policies.  Such expenses may include maintenance and useof telephone, office equipment and supplies reasonably needed in connectionwith his/her consulting services under this Agreement.  META will provide Consultant with use of alaptop computer, e-mail access and ID, and voicemail.

 

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8.                                       Indemnity.  Consultant shall hold harmless and indemnifyMETA from any and all liability, cost, damages, expenses and reasonableattorneys’ fees resulting from or attributable to any claims arising out of theuse of any motor vehicle or any facility or equipment owned or rented by Consultantin the course of providing services to META pursuant to this Agreement.

 

9.                                       Non-Disclosureof Proprietary Info.  In theperformance of this Agreement, Consultant warrants that all technical, commercial and other informationwhich is furnished or disclosed by META and/or any of its clients (includingbut not limited to information regarding META’s organization, personnel,business activities, customers, subscribers, policies, assets, finances, costs,sales, technology rights, obligations, liabilities and strategies (hereinafter “Information”),will be regarded as confidential and/or proprietary to META and will be treatedas such by Consultant.

 

Consultantwill hold Information in confidence and not disclose or use, any suchInformation, and will treat Information with the same degree of care andconfidentiality as Consultant accords its own confidential and proprietaryinformation; provided, however, that Consultant shall not have any suchobligation with respect to Information available to the general public, is orbecomes publicly known through no wrongful act or omission of Consultant, or isknown by Consultant without any proprietary restriction by META prior to thetime of receipt of Information from META.

 

AllInformation furnished to Consultant by META, unless otherwise specified inwriting, shall remain the property of META and, at the termination of thisAgreement, shall be returned to META, together with any and all copies madethereof and any notes

 

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made therefrom (exceptfor documents submitted to a governmental agency with the consent of META orupon subpoena and which cannot be retrieved with reasonable effort).  In the case of oral or written Informationfurnished to Consultant by META, which shall have been reduced to orincorporated in writings by Consultant, any and all documents of Consultantdescribing, analyzing or otherwise containing Information furnished by METAshall be destroyed upon request. Consultant shall confirm in writing to META that he/she complied withany such request.

 

10.                                 Breachof Agreement. In the event either partycommits a material breach of this Agreement, the other party shall have theright to terminate this Agreement upon fifteen (15) calendar days’ written noticeunless such breach is cured within such period. The party terminating this Agreement may hold the other party committingthe breach liable for damages incurred as a result of such breach.

 

11.                                 This Agreement constitutes the entire agreementand understanding between the parties and shall not be modified, altered, orchanged.  Any changes, additions ordeletions must be listed on a separate addendum, which must be approved bysenior management prior to contract signing. This Agreement supersedes any agreement heretofore entered into betweenthe parties hereto.

 

12.                                 This Agreement and the rights andobligations hereunder shall be governed by and construed in accordance with thelaws of the State of Connecticut, United States of America.  No waiver by either party at any time of anybreach by the other party or

 

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compliance with anycondition or provision of this Agreement shall be deemed a waiver of similar ordissimilar provisions or conditions at the same time or any prior or subsequenttime.

 

13.                                 The parties intend to create by thisAgreement an independent contractor relationship, and not an employer-employeerelationship.  Consultant shall not beconsidered an employee of META at any time, under any circumstances, or for anypurpose.  Neither party is the agent ofthe other and neither party shall have the right to bind the other by contractor otherwise, except as herein specifically provided.

 

14.                                 Arbitration.  Any and all disputes involving the interpretationor claimed breach of this Agreement shall be fully and finally resolved inarbitration under the Commercial Arbitration Rules of the American ArbitrationAssociation.  Any claim or arbitrationshall be filed with the American Arbitration Association in Hartford,Connecticut in accordance with its rules, but no later than thirty (30) daysfollowing the alleged breach or thirty (30) days following knowledge of thealleged dispute.  The arbitration hearingshall be conducted in the Stamford, Connecticut area.

 

The decision madepursuant to such arbitration shall be binding and conclusive upon all partiesinvolved, and judgment upon such decision may be entered into any court ofcompetent jurisdiction.

 

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement this 7th day of November, 2004.

 

 
| /s/ Dale Kutnick          |   |
|---------------------------|--------|
| Dale Kutnick,  Consultant |

 

 
| /s/ CD Hobbs                                       |   |
|----------------------------------------------------|--------|
| CD Hobbs,  President & Chief Operating Officer |

 

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