**Exhibit 10.5**

 

CONSULTINGAGREEMENT

 

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

 

INTRODUCTION

 

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

 

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

 

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

 

NOW, THEREFORE, inconsideration of the mutual covenants and promises contained herein, and othergood and valuable consideration, the receipt and adequacy of which is herebyacknowledged, the parties agree as follows:

 

# 1.             Services.The Consultant agrees to perform such consulting, advisory andtransition-related support services to and for the Company, as may bereasonably requested by the Company during the Consultation Period (as definedbelow).  During the Consultation Period,the Consultant shall not engage in any activity that has a conflict of interestwith the Company, including any competitive employment, business, or otheractivity, and he shall not assist any other person or organization thatcompetes, or intends to compete, with the Company.

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

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# 3.             Compensation.

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

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## 3.2           Benefits.  The Consultant shall not be entitled to anybenefits, coverages or privileges, including, without limitation, socialsecurity, unemployment, medical or pension payments, made available toemployees of the Company.

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# 4.             Cooperation.  The Consultant shall use his best efforts inthe performance of his obligations under this Agreement.  The Company shall provide such access to itsinformation

 

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# and property as may bereasonably required in order to permit the Consultant to perform hisobligations hereunder.  The Consultantshall cooperate with the Company’s personnel, shall not interfere with theconduct of the Company’s business and shall observe all rules, regulations andsecurity requirements of the Company concerning the safety of persons andproperty.

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

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# 6.             Notices.  All notices required or permitted under thisAgreement shall be in writing and shall be deemed effective upon personaldelivery or upon deposit in the United States Post Office, by registered orcertified mail, postage prepaid, addressed to the other party at the address shownabove, or at such other address or addresses as either party shall designate tothe other in accordance with this Section 6.

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# 7.             Pronouns.  Whenever the context may require, anypronouns used in this Agreement shall include the corresponding masculine, feminineor neuter forms, and the singular forms of nouns and pronouns shall include theplural, and vice versa.

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# 8.             EntireAgreement.  This Agreementconstitutes the entire agreement between the parties and supersedes all prioragreements and understandings, whether written or oral, relating to the subjectmatter of this Agreement.

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

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# 10.           GoverningLaw.  This Agreement shall beconstrued, interpreted and enforced in accordance with the internal laws (andnot the laws of conflicts) of the Commonwealth of Massachusetts.

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

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# 12.           Miscellaneous.

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## 12.1         Nodelay or omission by the Company in exercising any right under this Agreementshall operate as a waiver of that or any other right.  A waiver or consent given by the Company onany one occasion shall be effective only in that instance and shall not beconstrued as a bar or waiver of any right on any other occasion.

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## 12.2         Thecaptions of the sections of this Agreement are for convenience of referenceonly and in no way define, limit or affect the scope or substance of anysection of this Agreement.

 

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## 12.3         Inthe event that any provision of this Agreement shall be invalid, illegal orotherwise unenforceable, the validity, legality and enforceability of the remainingprovisions shall in no way be affected or impaired thereby.

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearset forth above.

 
|   | KEANE, INC.                                                                              |
|--------|------------------------------------------------------------------------------------------|
|   |                                                                                     |
|   | By:                                                                                      | /s/ John J. Leahy |   |
|   |                                                                                     |
|   | Title: Senior Vice  President of Finance and  Administration and Chief Financial Officer |
|   |                                                                                     |
|   | CONSULTANT                                                                               |
|   |                                                                                     |
|   | /s/ John F. Keane, Jr.                                                                   |   |
|   | John F. Keane, Jr.                                                                       |
|        |                                                                                          |  |  |  |

 

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