Exhibit 10.60


 


AGREEMENT FOR LEGAL SERVICES


 


	
  Role:

  	
   

  	
  AIC’s Acting General Counsel and Secretary; the
  primary provider of in-scope legal services to AIC and its Board; services to
  be provided on a preferential “MFN” basis

  
	
   

  	
   

  	
   

  
	
  Fee Structure:

  	
   

  	
  Fixed fee covering two lawyers on-site for two
  days each per week (four lawyer-days per week), plus additional services on
  an hourly basis

  
	
   

  	
   

  	
   

  
	
  Fixed Fee, partner:

  	
   

  	
  $2,000/day, minimum of two days per week
  (typically on-site Tues. & Weds.)

  
	
   

  	
   

  	
   

  
	
  Fixed Fee, associate:

  	
   

  	
  $600/day, minimum of two days per week (typically
  on-site Mon. & Tues.)

  
	
   

  	
   

  	
   

  
	
  Hourly Fee, partner:

  	
   

  	
  $275/hour

  	
  Hourly Fee, associate:

  	
  $75 hour

  



 


In scope:


 


All day-to-day work of the General Counsel’s office,
to extent feasible within the time constraints of the fixed fee


 


Corporate governance including all work required to
support the Board of Directors, consistent with the current level of effort


 


Periodic SEC filings (Forms 10-Q, 10-K, 8-K, Proxy
Statement and Annual Report), consistent with the current level of effort
(Forms 3, 4 and 5 excluded; see below)


 


Assist in supervising and mentoring Bruce Feld and the sales
contracting process


 


Out of scope:


 


	
  Outside counsel fees

  	
   

  	
  Work that cannot be performed within the fixed fee
  and for which the company will not pay an hourly
  fee

  
	
   

  	
   

  	
   

  
	
  Bruce Feld’s salary and benefits

  	
   

  	
  SMT and other management
  meetings

  
	
   

  	
   

  	
   

  
	
  Litigation, bankruptcy and creditors’ rights (will
  manage consistent with current level
  of effort)

  	
   

  	
  Intellectual property, international transactions and
  specialized legal research

  
	
   

  	
   

  	
   

  
	
  Non-routine employment matters (outsourced,
  Littler)

  	
   

  	
  Forms 3, 4 and 5 (outsourced to Fredrikson)

  
	
   

  	
   

  	
   

  
	
  Records management, contract administration,
  filing

  	
   

  	
  GSA/FAR contracts

  



 


Term, Termination, Notice and Transitional Services:


 


Term of three (3) years beginning March 1, 2010.


 


Four (4) month notice of termination by either
party.


 


·                            Fees, payment, services and service levels to continue during notice
period.


 


·                            Full cooperation and assistance during required
notice period to enable transition.


 


Other Terms:


 


Continued
appointment as Corporate Secretary during term
of engagement.


 


Services are to be provided to AIC on a preferential scheduling and “most favored
nation” basis.


 

















 


The
following persons are authorized to engage REW PA to provide hourly services
not covered by the fixed fee:


 


·                            Any SMT member


 


·                            Any member of the Board of
Directors


 


All other hourly engagements require prior approval from one of the above
unless the work must be completed in order to meet a deadline (e.g.,  SEC filings, etc.)
in which case it will be completed and an hourly fee charged.


 


In-scope
work that cannot be completed within the time constraints of the fixed fee will
be carried over for completion during the next week unless (a) hourly
services are authorized or (b) the work must be completed in order to meet
a deadline (e.g., SEC filings, etc.).


 


Full
access to existing office and corporate facilities such as telephone, e-mail
account and shared drives.


 


Indemnification
to same extent as if an employee (AIC agrees to indemnify and hold harmless REW
PA, Robert E. Woods and Laura M, Woods to the same extent as if each were
providing services to AIC as an employee of AIC.


 


On-site
availability is subject to vacation and travel schedule, and other engagements
(as noted above services will be provided to AIC on a preferential basis,
however); the specific days when services will be provided on-site can be
switched if necessary to accommodate client needs.


 


AIC
to pay reasonable and necessary expenses and those of the department,  including Westlaw
charges (CCH subscriptions will be discontinued as soon as possible to save
costs).


 


Invoices
will be submitted electronically within five days after the end of each month;
to be paid at the same level of priority as the Company’s payroll; payable
within 15 days after receipt.


 


Charges
for hourly legal services will be billed in increments of one-quarter of an
hour, rounded up for each particular activity to the nearest one-quarter of an hour.
The minimum time charged for any particular activity
will be one-quarter of an hour. For on-site
fixed fee work invoices will reflect the date, fee, state “on-site [or
off-site], full day” and provide a general description by category of the
services provided that date.


 


Exclusive
right of occupancy to an office (and one cubicle for use of the on-site
associate attorney) (both on a 24/7 basis) with continuing use of printers, telephone,
internet access and indoor parking and use,
in common with others and subject to availability, of the reception area
and lobby, common areas, restrooms and conference rooms, although much work will
be done off site.


 


The
foregoing is accepted and agreed to, beginning effective March 1, 2010.


 


	
  Analysts International Corporation

  	
   

  	
  Robert E. Woods Professional Association

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ramdy Strobel

  	
   

  	
  By:

  	
  /s/ Robert E. Woods 

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP and LFO

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  Date
  signed:

  	
  3/5/10

  	
   

  	
  Date
  signed:

  	
  March
  5, 2010

  
									



 


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