Exhibit 10.12


 


	
  

  	
   

  	
   

  



 


THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into this 29th
day of November, 2004 (“Effective Date”) by and between SI International, Inc.,
a Delaware corporation (“SI International”), and Walter J. Culver, an
individual (“Consultant”). This Agreement governs the work described in each
Project Work Order entered into or issued hereunder.


 


NOW THEREFORE, in consideration of the mutual promises of the parties, the parties
agree as follows:


 


SECTION.  1                         DEFINITIONS.


 


The
following terms, as used herein or in exhibits or attachments hereto, shall
have the meanings indicated:


 


1.1                                 “Confidential Information.”  Any and all business, technical or
third-party nonpublic information that is disclosed, provided or otherwise made
available to Consultant by SI International.


1.2                                 “Goods.” Material, reports or other deliverables
identified or resulting from the Work.


1.3                                 “Project Work Order.” Each document executed
by Consultant and SI International for the provision of Work, and contains the
pricing and other terms and conditions applicable to the project.


1.4                                 “Services.” Any labor effort provided under a
Project Work Order.  Services do not
include nor encompass Consultant’s service as a member of the Board of
Directors of SI International.


1.5                                 “Work.” Any sale of Goods or provision of Services
by Consultant to or for SI International.


1.6                                 “Work Product.”  All documentation, materials, ideas, designs,
techniques, inventions, discoveries, improvements, information, creations, software,
and any other items discovered, prepared or developed by Consultant in the
course of or resulting from performance hereunder.


 


SECTION.  2                         SCOPE OF WORK


 


Neither
party is obligated to enter into any particular Project Work Order.  Each executed Project Work Order together
with the terms and conditions of this Agreement define the scope of work for a
particular project under this Agreement. 
In the event of any conflict between this Agreement and a Project Work
Order, the terms of the Project Work Order shall control, but only with respect
to that particular Project Work Order.


 


SECTION.  3                         FEES, INVOICES, PAYMENT


 


Consultant
will be compensated for work performed in accordance with the Project Work
Order.  SI International shall have no
further liability beyond the lesser of (i) amounts due for Services and/or Work
rendered and accepted thereunder or (ii) the maximum amount set forth in the
applicable Project Work Order. 
Consultant shall invoice SI International for Work performed on a
fixed-price basis according to the methodology specified in the applicable
Project Work Order.  For Project Work
Orders to be performed on a Labor Rate Basis, Consultant’s rate shall be $225
per hour and Consultant shall invoice SI International for Work performed.  Payments by SI International are generally
within thirty (30) days after SI International’s receipt of Consultant’s
complete and accurate invoice for Work completed and accepted by SI
International. Except as otherwise agreed in the applicable Project Work Order,
Consultant shall not seek reimbursement from SI International for expenses or
costs incurred in performing Work. For all travel-related expenses, to be paid
separately by SI International, Consultant shall obtain the prior written
approval of SI International before incurring any expenses and promptly submit
an expense report with all supporting documentation, which will be subject to
any limitations in the approval or approval request and the expense
reimbursement policies of SI International.


 


SECTION.  4                         CONFIDENTIALITY


 


Consultant
shall comply with the directions of SI International in handling Confidential
Information and shall not disclose Confidential Information to any third party.
This provision will not apply to information that is now or later comes into
the public domain without the fault of Consultant; is known by Consultant prior
to the Effective Date; is independently developed by Consultant, as
demonstrated by written documents; or is obtained by Consultant from a third
party that does not have an obligation to keep the information
confidential.   Consultant’s
confidentiality obligations shall survive for a period of five (5) years from
earlier of the expiration or termination of this Agreement, unless a longer
period of survival is set forth in such Project Work Order.


 


	
   

  	
  Consulting Services Agreement

  	
  SI International

  Proprietary

  



 





















 


SECTION.  5                         WARRANTIES


 


Consultant
represents, warrants, and covenants that


 


5.1                                 Consultant’s entry into this Agreement or
performance of Work hereunder has not and will not violate any consulting,
employment, non-competition, proprietary information, confidentiality or other
agreement, arrangement, understanding, or restriction applicable to him.


5.2                                 The Work will be performed using the highest
professional standards.


5.3                                 Consultant shall comply with applicable federal,
state, and local laws in performing the Work.


5.4                                 Consultant is authorized to work in the
United States and to provide the services provided.


5.5                                 No Work will infringe any copyright, trade
secret, patent or other proprietary right of a third party.


5.6                                 Consultant has all right, title and interest
to grant any and all of the licenses granted hereunder.


5.7                                 No officer, employee or agent of SI
International has been or will be employed, retained, paid a fee or otherwise
receive personal compensation or consideration from Consultant in connection
with obtaining, arranging or negotiating this Agreement or any Project Work
Order.


5.8                                 No collusive arrangements have been made with
other suppliers or persons bearing in any way upon this Agreement, Project Work
Order or any Work hereunder.


 


SI
INTERNATIONAL DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO CONSULTANT.  The provisions of this Section shall survive
the termination or expiration of this Agreement for the period stated herein.


 


SECTION.  6                         WORK PRODUCT


 


All
right, title and interest in the Work Product shall vest in SI International
and shall be deemed to be a work made for hire. To the extent it may not be
considered a work made for hire, Consultant assigns to SI International all
right, title and interest in the Work Product.  To the extent that the Work Product includes
previously developed items, Consultant hereby grants to SI International an
unrestricted, royalty-free, perpetual, irrevocable, transferable, assignable
license to make, use, market, import, distribute, copy, modify, prepare
derivative works, perform, display, disclose and sublicense same.  Upon request, Consultant agrees to assist SI
International to protect, convey and enforce SI International’s rights in the
Work Product.


 


SECTION.  7                         INDEPENDENT CONTRACTOR


 


Consultant
certifies that he is engaged in an independent business and will perform his
obligations under this Agreement as an independent contractor; that neither
this Agreement nor any Work direction hereunder constitutes an authorization to
act for or bind SI International; and that Consultant may and does work for
other customers.  This Agreement shall
not make Consultant eligible to participate or to receive coverage under any SI
International benefit plan, program, employment policy or procedure or workers’
compensation insurance.


 


SECTION.  8                         LIMITATION OF LIABILITY


 


SI
INTERNATIONAL SHALL HAVE NO LIABILITY TO CONSULTANT FOR ANY CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.


 


SECTION.  9                         INDEMNIFICATION


 


Consultant
shall indemnify, hold harmless and defend, at Consultant’s expense, SI
International (including its officers, directors, employees and agents) against
any loss, cost, expense or liability (including but not limited to attorney
fees and awarded damages) arising out of (i) a claim that the Work, or its use,
infringes a patent, trade secret or other intellectual property right, (ii)
based upon the breach of any term, condition, warranty, representation or
covenant under this Agreement or any Project Work Order hereto, (iii) resulting
from the negligence or willful or reckless acts or failures to act of
Consultant.


 


SECTION.  10                  TERM AND TERMINATION


 


Subject
to the prior review and approval of SI International’s Audit Committee of the
Board of Directors, this Agreement shall be effective on January 15, 2005 and
shall expire on January 14, 2006, and may be extended or otherwise modified by
mutual agreement of the parties.  SI
International may terminate this Agreement or any


 


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Project
Work Order, in whole or in part, for its convenience upon seven (7) days prior
written notice.  SI International may
terminate this Agreement or any Project Work Order hereunder, immediately, in
whole or in part, based upon Consultant’s breach of a material term of the
Agreement or a Project Work Order.  The
provisions of the articles on Warranties, Confidential Information, Work Product,
Indemnification, survive the termination or cancellation of this Agreement.  In the event that SI International terminates
an effort according to this Section, Consultant will receive fair compensation
for Work done, but in no event to exceed either the fixed price specified in
Project Work Order or a price determined by Consultant’s labor rates set forth
herein, whichever is lower.


 


SECTION.  11                  ADVERTISING, AND PUBLICITY


 


Consultant
shall not use the names, logos, trademarks, or other marks of SI International in
any advertising, promotional efforts or publicity of any kind without the prior
written permission of SI International.


 


SECTION.  12                  GENERAL PROVISIONS


 


12.1                           Modifications; Notices. This Agreement and Project Work Order(s) may be
amended or modified only by a written instrument signed by duly authorized
representatives of the respective parties. All notices, requests, demands, or
other communications hereunder other than day-to-day communications within the
duties of the technical representatives shall be in writing and deemed given if
personally delivered or five (5) days after proper mailing to the address
below.


12.2                           Waiver of Breach. No waiver of any provision of this Agreement or any
right or obligation of SI International shall be effective unless in writing,
signed by its authorized representative. The failure of SI International to
enforce a right shall not constitute a waiver.


12.3                           Choice of Law and Jurisdiction. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Virginia, without giving effect
to any choice of law rules. The parties consent to the exclusive jurisdiction
of the courts of Fairfax County, Virginia, and the Federal District Court for
the District of Virginia, for causes of actions arising out or in connection
with this Agreement.


12.4                           Records and Audit. Consultant further agrees to maintain its books and
records relating to Work for a period of 3 years from the date such work was
completed, and to make such books and records available to SI International,
during normal business hours and upon reasonable advance notice.


12.5                           Remedies. Remedies herein are cumulative and in addition to other
rights available in law or in equity.


12.6                           Headings Not Controlling. Headings used in this Agreement are for
reference purposes only and shall not be used to modify the meaning of the
terms and conditions of this Agreement.


12.7                           Survival Period. Any provision of this Agreement that imposes an
obligation following the termination or expiration of this Agreement will
survive the termination or expiration and will continue to be binding upon the
parties to this Agreement.


12.8                           Entire Agreement, Partial Invalidity. Neither party has been induced by
representations, statements, warranties, or agreements other than those set
forth herein. This Agreement embodies the entire understanding of the parties
hereto relating to the Services regarding the subject matter hereof and
supersedes any previous agreements or understandings, written or oral, in
effect between the parties relating thereto. If any part, term, or provision of
this Agreement shall be held illegal, unenforceable, or in conflict with
applicable laws, the validity of the remaining portion or portions shall not be
affected thereby.  Consultant may not
assign this Agreement without SI International’s prior written consent.


 


THE
PARTIES, INTENDING TO BE LEGALLY BOUND, HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES ON THE DATES SET FORTH BELOW.




	
  SI
  INTERNATIONAL, INC.

  	
  CONSULTANT

  
	
   

  	
   

  
	
  By:

  	
  /s/ THOMAS E. DUNN

  	
   

  	
  By:

  	
  /s/ WALTER J. CULVER

  	
   

  
	
   

  	
  Authorized
  Signature

  	
   

  	
  Authorized
  Signature

  
	
  Name:
  

  	
  Thomas E. Dunn

  	
  Name:

  	
  Walter J. Culver

  
	
  Title:
  

  	
  Chief Financial Officer

  	
  TPN:

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  
	
  Address
  for Purposes of Notices:

  	
  Address
  for Purposes of Notices:

  
	
  12012
  Sunset Hills Road, Suite 800

  	
  11175
  Lake Chapel Lane

  
	
  Reston,
  VA 20190

  	
  Reston,
  VA 20191

  
										



 


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