IBM Technical Services Agreement



 Exhibit 10.c 
  
 Technical Services Agreement 
  

Agreement # 4998CC0044-002 
  
 This Base Agreement (“Base Agreement”) dated as of 07/01/2005 (“Effective Date”), between International Business Machines Corporation
(“Buyer”) and CDI Corporation (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in SOWs and/or WAs
issued under this Base Agreement. Deliverables and Services acquired by Buyer or Customer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated. 
  

	0.0	Definitions 

  
 “Affiliates” means entities that control, are controlled by, or are under common control with, a party to this Agreement. 
  
 “Agreement” means this Base Agreement and any relevant Statements of Work (“SOW”), Work Authorizations
(“WA”), and other attachments or appendices specifically referenced in this Agreement. 
  
 “Appearance Design” means the appearance presented by an object, formed in hardware or by software that creates a visual impression on an observer. Appearance Design refers to the ornamental and not
the functional aspects of an object. 
  
 “Customer” means
Buyer’s customer. 
  
 “Deliverables” means items that
Supplier prepares for or provides to Buyer or Customer as described in a SOW and/or WA. Deliverables include Developed Works, Preexisting Materials, and Tools. 
  

“Developed Works” means all work product (including software and its Externals) developed in the performance of this Agreement as described in a SOW
and/or WA. Developed Works do not include Preexisting Materials, Tools, or items specifically excluded in a SOW and/or WA. 
  
 “Electronic Self-Help” means a process where Supplier electronically disables, removes, or otherwise prevents the use of its software product without the
Buyer’s or Buyer’s Customer’s cooperation or consent. Electronic Self-Help could be done through electronic or other means (for example: remotely through “back doors” or hidden entrances in the software or through hidden
shut-down commands in the software that can be activated by phone or in other ways). 
  
 “Externals” means any pictorial, graphic, audiovisual works, reports or data generated by execution of code and any programming interfaces, languages or protocols implemented in the code to enable interaction with other
computer programs or end users. Externals do not include the code that implements them. 
  
 “Inventions” means ideas, designs, concepts, techniques, inventions, discoveries or improvements, whether or not patentable, conceived or reduced to practice by Supplier Personnel in performance of this Agreement.

  
 “Joint Inventions” means Inventions made by Supplier
Personnel jointly with Buyer Personnel. 
  
 “Participation
Agreement” or “PA” means an agreement signed by one or more Affiliates which incorporates by reference the terms and conditions in this Base Agreement, any relevant SOWs, and other attachments or appendices specifically
referenced in the PA. 
  
 “Personnel” means agents, employees or
subcontractors engaged or appointed by Buyer, Customer or Supplier. 
  
 “Preexisting Materials” means items including their Externals, contained within a Deliverable, in which the copyrights are owned by a third party or that Supplier prepared or had prepared outside the scope of this
Agreement. Preexisting Materials exclude Tools, but may include material that is created by the use of Tools. 
  
 “Prices” means the agreed upon payment and currency for Deliverables and Services, exclusive of Taxes but including all applicable fees and payments, as specified in the relevant SOW and/or WA.

  
 “Services” means work that Supplier performs for Buyer or
Customer as described in a SOW and/or WA. 
  
 “Statement of Work”
or “SOW” means any document that: 
  
 1. identifies itself as a
statement of work; 
  
 2. is signed by both parties; 
  
 3. incorporates by reference the terms and conditions of this Base Agreement; and 

 
 4. describes the Deliverables and Services, including any requirements, specifications or
schedules. 
  
 “Taxes” means any and all applicable taxes,
charges, fees, levies or other assessments imposed or collected by any governmental entity worldwide or any political subdivision thereof and however designated or levied on sales of Deliverables or Services, or sales, use, transfer, goods and
services or value added tax or any other duties or fees related to any payment made by Buyer to Supplier for Deliverables and/or Services provided by Supplier to Buyer under or pursuant to this Agreement; exclusive, however, of any taxes imposed
upon the net income or capital of Supplier, any taxes in lieu of such net income taxes and any other taxes which are to be borne by Supplier under law. 
  
 “Tools” means software that is not commercially available, and its Externals, required for the development, maintenance or implementation of a software
Deliverable. 
  
 “Work Authorization” or
“WA” means Buyer’s authorization in either electronic or tangible form for Supplier to conduct transactions under this Agreement in accordance with the applicable SOW (i.e., a purchase order, bill of lading, or other Buyer
designated document). A SOW is a WA only if designated as such in writing by Buyer. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 1 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	1.0	Statement of Work 

  
 Supplier will provide Deliverables and Services as specified in the relevant SOW and/or WA. Supplier will begin work only after receiving a WA from Buyer. Buyer may request changes to a SOW and/or WA and Supplier will
submit to Buyer the impact of such changes. Changes accepted by Buyer will be specified in an amended SOW and/or WA or change order signed by both parties. Supplier agrees to accept all WA’s that conform with the terms and conditions of this
Agreement. 
  

	2.0	Pricing 

  
 Supplier will provide Deliverables and Services to Buyer for the Prices. The Prices for Deliverables and Services specified in a SOW and/or WA and accepted by Buyer plus the payment of applicable Taxes will be the
only amount due to Supplier from Buyer. The relevant SOW or WA shall contain Prices for each country receiving Deliverables and Services under this Agreement. 
  

	3.0	Taxes 

  
 Supplier’s invoices shall state all applicable Taxes owed by Buyer, if any, by tax jurisdiction and with a proper breakdown between taxable and non-taxable Deliverables and Services. Supplier assumes
responsibility to timely remit all such Tax payments to the appropriate governmental authority in each respective jurisdiction. Supplier agrees to use its best efforts to properly calculate any applicable Taxes at the time of invoice. Supplier and
Buyer agree to cooperate to minimize, wherever possible and appropriate, any applicable Taxes, including reasonable notice and cooperation in connection with any audit. Supplier shall also bear sole responsibility for all taxes, assessments, or
other levies on its own leased or purchased property, equipment or software. Buyer will pay incremental Taxes (which are additional Taxes due as a result of Supplier’s failure to properly invoice Buyer for the correct amount of Taxes) that are
legally owed to Supplier. Supplier shall submit, within a reasonable amount of time, a “Tax Only Invoice” which represents the correct amount of Taxes owed. Supplier shall not request or expect payment for any fines, penalties, and/or
interest on such incremental Taxes. This provision shall not apply when Buyer accrues the Tax or when a jurisdiction assesses such Tax on Buyer. If Buyer provides a direct pay certificate, certification of an exemption from Tax or reduced rate of
Tax imposed by an applicable taxing authority, then Supplier agrees not to invoice nor pay any such Tax unless and until the applicable taxing authority assesses such Tax, at which time Supplier shall invoice and Buyer agrees to pay any such Tax
that is legally owed. 
  
 Buyer shall withhold Taxes as required under applicable
law on payments made to Supplier hereunder and shall be required to remit to Supplier only the net proceeds thereof. Buyer agrees to remit in a timely manner all Taxes withheld to the appropriate government authority in each respective jurisdiction.

  
 Supplier will reimburse Buyer from any claims by any jurisdiction relating to
Taxes paid by Buyer to Supplier; and for any penalties, fines, additions to Tax or interest thereon imposed as a result of Supplier’s failure to timely remit the Tax payment to the appropriate governmental authority in each respective
jurisdiction. Supplier shall also reimburse Buyer for any claims made by a taxing jurisdiction for penalties, fines, additions to Tax and the amount of interest thereon imposed with respect to Supplier’s failure to invoice Buyer for the correct
amount of Tax. 
  

	4.0	Payments and Acceptance 

  
 Terms for payment will be specified in the relevant SOW and/or WA. Payment of invoices will not be deemed acceptance of Deliverables or Services, but rather such
Deliverables or Services will be subject to inspection, test, acceptance or rejection in accordance with the acceptance or completion criteria as specified in the relevant SOW and/or WA. Buyer or Customer may, at its option, either reject
Deliverables or Services that do not comply with the acceptance or completion criteria for a refund, or require Supplier, upon Buyer’s written instruction, to repair or replace such Deliverables or re-perform such Service, without charge and in
a timely manner. 
  
 Unless otherwise provided by local law without the
possibility of contractual waiver or limitation, Supplier will submit invoices, corrected invoices, or other such claims for reimbursement, to Buyer within (1) year from the date of acceptance of Deliverables or the satisfactory completion of
Services. Exceptions must be specifically authorized by Buyer. 
  

	5.0	Electronic Commerce 

  
 To the extent permitted by local law, the parties will conduct transactions using an electronic commerce approach under which the parties will electronically transmit and receive legally binding purchase and sale
obligations (“Documents”), including electronic credit entries transmitted by Buyer to the Supplier account specified in the relevant SOW and/or WA. The parties will enter into a separate agreement governing the transmission of such
electronic transactions and associated responsibilities of the parties. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 2 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	6.0	Warranties 

  

	6.1	Ongoing Warranties 

  
 Supplier makes the following ongoing representations and warranties: 
  
 1. it has the right to enter into this Agreement and its performance of this Agreement will comply, at its own expense, with the terms of any contract, obligation,
including any between Supplier and its end-users; or any law, regulation or ordinance to which it is or becomes subject ; 
  
 2. it is incorporated or organized as a partnership; 
  
 3. no claim, lien, or action exists or is threatened against Supplier that would interfere with Buyer’s rights under this Agreement; 
  
 4. it has disclosed to Buyer in writing the existence of any third party code, including
without limitation open source code, that is included in or is provided in connection with the Deliverables and that Supplier and the Deliverables are in compliance with all licensing agreements applicable to such third party code; 
  
 5. Deliverables and Services do not infringe any privacy, publicity, reputation or
intellectual property right of a third party; 
  
 6. all authors have agreed not
to assert their moral rights (personal rights associated with authorship of a work under applicable law) in the Deliverables, to the extent permitted by law; 
  
 7. Deliverables are safe for use consistent with and will comply with the warranties, specifications and requirements in this Agreement; 
  
 8. Deliverables do not contain harmful code; 
  
 9. Services will be performed using reasonable care and skill and in accordance with the
relevant SOW and/or WA; 
  
 10. It will not engage in Electronic Self-Help;

  
 11. Deliverables and Services which interact in any capacity with monetary
data are euro ready such that when used in accordance with their associated documentation they are capable of correctly processing monetary data in the euro denomination and respecting the euro currency formatting conventions (including the euro
sign); 
  
 12. it is knowledgeable with, and is and will remain in full compliance
with all applicable export and import laws, regulations, orders, and policies (including, but not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with
appropriate governmental bodies and/or disclosures relating to the release or transfer of technology and software to non U.S. nationals in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived
from U.S.-origin software or technology); it is knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations;

  
 13. it will not export, directly or indirectly, any technology, software or
commodities of U.S. origin or having U.S. content provided by Buyer or their direct product to any of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to
time, unless authorized by appropriate government license or regulations; 
  
 14.
it will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (Personal Data), except to the extent necessary to perform under this Agreement; and 
  
 15. it will comply with all applicable data privacy laws and regulations, will implement and
maintain appropriate technical and other protections for the Personal Data, will report any breaches of protection of Personal Data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of Personal Data
in Supplier’s possession. 
  
 THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU
OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
  


	6.2	Warranty Redemption 

  
 Subject to the Section titled Supplier Liability for Third Party Claims, if Deliverables or Services do not comply with the warranties in this Agreement, Supplier will
repair or replace Deliverables or re-perform Services, without charge and in a timely manner. If Supplier fails to do so, Buyer or Customer may repair or replace Deliverables or re-perform Services and Supplier will reimburse Buyer for actual and
reasonable expenses. 
  

	7.0	Delivery 

  
 Deliverables and Services will be delivered as specified in the relevant SOW and/or WA. If Supplier cannot comply with a delivery commitment, Supplier will promptly notify Buyer of a revised delivery date and Buyer
may: 
  
 1. cancel without charge Deliverables or Services not yet delivered; and

  
 2. exercise all other remedies provided at law, in equity and in this
Agreement. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 3 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	8.0	Intellectual Property 

  

	8.1	Works Made for Hire 

  
 All Developed Works belong exclusively to Buyer (or Customer if specified in the relevant SOW and/or WA) and are works made for hire. If any Developed Works are not
considered works made for hire owned by operation of law, Supplier assigns the ownership of copyrights in such works to Buyer or Customer. 
  

	8.2	Preexisting Materials 

  
 Supplier will not include any Preexisting Materials in any Deliverable unless they are listed in the relevant SOW and/or WA. If Supplier includes any Preexisting
Materials in a Deliverable whether or not listed in the relevant SOW and/or WA, Supplier grants or will obtain for Buyer and Customer the following rights: a nonexclusive, worldwide, perpetual, irrevocable, paid-up, license to prepare and have
prepared derivative works of such Preexisting Materials and to use, have used, execute, reproduce, transmit, display, perform, transfer, distribute, and sublicense such Preexisting Materials or their derivative works, and to grant others the rights
granted in this Subsection. 
  

	8.3	Tools 

  
 Supplier will not include Tools in Deliverables unless they are listed in the relevant SOW and/or WA. If Supplier includes any Tools in a Deliverable whether or not listed in the relevant SOW and/or WA, Supplier
grants or will obtain for Buyer and Customer the following rights: a nonexclusive, worldwide, perpetual, irrevocable, paid-up, license to prepare and have prepared derivative works of such Tools, and to use, have used, execute, reproduce, transmit,
display and perform such Tools or their derivative works and to grant others the rights granted in this Subsection. 
  

	8.4	Invention Rights 

  
 Supplier will promptly provide to Buyer and Customer a complete written disclosure for each Invention which identifies the features or concepts which Supplier believes to
be new or different. Supplier assigns all of its right, title and interest in Inventions (including any patent applications filed on or patents issues claiming Inventions) to Buyer. 
  

	8.5	Joint Invention Rights 

  
 Supplier assigns all of its right, title and interest in Joint Inventions (including any patent applications filed on or patents issued claiming Joint Inventions) to
Buyer. 
  

	8.6	Perfection of Copyrights 

  
 Upon request, Supplier will provide to Buyer a “Certificate of Originality” or equivalent documentation to verify authorship of Developed Works. Supplier will
confirm assignment of copyright for Developed Works using the “Confirmation of Assignment of Copyright” form and will assist Buyer in perfecting such copyrights. 
  

	8.7	Perfection of Invention Rights 

  
 Supplier will identify all countries in which it will seek patent protection for each Invention. Supplier authorizes Buyer to act as its agent in obtaining patent
protection for the Inventions in countries where Supplier does not seek patent protection. Supplier will, at Buyer’s expense, assist in the filing of patent applications on Inventions and have required documents signed. 
  

	8.8	Trademarks 

  
 This Agreement does not grant either party the right to use the other party’s or their Affiliates trademarks, trade names or service marks. 
  

	8.9	Patents 

  
 For the purpose of supporting the Customer as specified in the relevant SOW and/or WA, Supplier grants to Buyer a nonexclusive, worldwide, perpetual, irrevocable, and paid-up license under any patents and patent
applications licensable by Supplier to make, have made, use, have used, import, export, sell, and otherwise transfer the Deliverables and use the Services to the extent authorized in this Base Agreement and any relevant Statements of Work and Work
Authorizations. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 4 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	9.0	Supplier Liability for Third Party Claims 

  

	9.1	General Indemnification 

  
 Supplier will defend, hold harmless and indemnify, including legal fees, Buyer and Buyer Personnel and Customer and Customer Personnel against third party claims that
arise or are alleged to have arisen as a result of negligent or intentional acts or omissions of Supplier or Supplier Personnel or breach by Supplier of any term of this Agreement. 
  

	9.2	Intellectual Property Indemnification 

  
 Supplier will defend, or at Buyer’s option cooperate in the defense of, hold harmless and indemnify, including legal fees, Buyer and Buyer Personnel and Customer and
Customer Personnel from third party claims that Supplier’s Deliverables or Services infringe the intellectual property rights of a third party. In addition, if such a claim is or is likely to be made, Supplier will, at its own expense, exercise
the first of the following remedies that is practicable: 
  
 1. obtain for Buyer
and Customer the right to continue to use, sell and license the Deliverables and Services consistent with this Agreement; 
  
 2. modify Deliverables and Services so they are non-infringing and in compliance with this Agreement; 
  
 3. replace the Deliverables and Services, or other affected Deliverables or Services, with non-infringing ones that comply with this
Agreement; or 
  
 4. at Buyer’s request, accept the cancellation of
infringing Services and the return of infringing Deliverables and refund any amount paid. 
  
 Buyer will give Supplier prompt notice of third party claims against Buyer, and cooperate in the investigation, settlement and defense of such claims. 
  

	9.3	Exceptions to Indemnification 

  
 Supplier will have no obligation to indemnify Buyer or Buyer Personnel or Customer or Customer Personnel for claims that Supplier’s Deliverables or Services infringe
the intellectual property rights of a third party to the extent such claims arise as a result of: 
  
 1. Buyer’s or Customer’s combination of Deliverables or Services with other products or services not reasonably foreseeable by Supplier and such infringement or claim would have been avoided in the absence
of such combination; 
  
 2. Supplier’s implementation of a Buyer originated
design and such infringement or claim would have been avoided in the absence of such implementation; or 
  
 3. Buyer’s or Customer’s modification of the Deliverables and such infringement or claim would have been avoided in the absence of such modification. 
  

	10.0	Limitation of Liability between Supplier and Buyer 

  
 In no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. This mutual
Limitation of Liability does not limit the obligations and liability of Supplier resulting from the Section titled Supplier Liability for Third Party Claims. In no event will either party be liable for the respective actions or omissions of its
Affiliates under this Agreement. 
  
 Supplier acknowledges and agrees that all
WA’s or PA’s issued by Buyer’s Affiliate(s) are independent agreements between Supplier or Supplier Affiliate and the Buyer Affiliate. Buyer shall not be liable to Supplier or Supplier Affiliate(s) for any actions or inactions of any
Buyer Affiliate(s) under a WA or PA, nor shall any actions or inactions by Buyer’s Affiliate(s) constitute a breach of the Agreement between Buyer and Supplier. 
  

	11.0	Supplier and Supplier Personnel 

  
 Supplier is an independent contractor and this Agreement does not create an agency relationship between Buyer and Supplier or Buyer and Supplier Personnel. Buyer assumes
no liability or responsibility for Supplier Personnel. Supplier will: 
  
 1.
ensure it and Supplier Personnel are in compliance with all laws, regulations, ordinances, and licensing requirements; 
  
 2. be responsible for the supervision, control, compensation, withholdings, health and safety of Supplier Personnel; 
  
 3. inform Buyer if a former employee of Buyer will be assigned work under this Agreement,
such assignment subject to Buyer approval; 
  
 4. ensure Supplier Personnel
performing Services on Buyer’s or Customer’s premises comply with the On Premises Guidelines in the Section titled On Premises Guidelines and upon request, provide Buyer, for export evaluation purposes, the country of citizenship and
permanent residence and immigration status of those persons. Buyer retains the right to refuse to accept persons made available by Supplier for export reasons; and 
  
 5. not discriminate against any employees, applicants for employment, or any entity engaged in its procurement practices because of race,
color, religion, sex, age, national origin, or any other legally protected status. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 5 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	12.0	On Premises Guidelines 

  
 Supplier will ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s Customer’s premises will comply with this Section. 
  

	12.1	Access to Premises 

  
 Supplier will: 
  
 1. to the extent permitted by local law, ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s Customer’s premises will participate in a pre employment criminal background check covering
the counties in which the person was employed or resided for the past seven years (or longer as required by State legislation), and inform Buyer of any negative findings; 
  
 2. maintain a current and complete list of the persons’ names and social security numbers; 
  
 3. obtain for each person a valid identification badge from Buyer and ensure that it is
displayed to gain access to and while on Buyer’s or Buyer’s Customer’s premises (it is Buyer’s policy to deactivate any such badge if not used in ninety days); 
  
 4. maintain a signed acknowledgment that each person will comply with Buyer’s Safety & Security Guidelines; 
  
 5. ensure that each person with regular access to Buyer’s and Buyer’s
Customer’s premises complies with all parking restrictions and with vehicle registration requirements if any; 
  
 6. inform Buyer if a former employee of Buyer will be assigned work under this Agreement, such assignment subject to Buyer approval; 
  
 7. at Buyer’s request, remove a person from Buyer’s or Buyer’s Customer’s
premises and not reassign such person to work on Buyer’s or Buyer’s Customer’s premises (Buyer is not required to provide a reason for such request); and 
  
 8. notify Buyer immediately upon completion or termination of any assignment and return Buyer’s identification badge. Upon Buyer’s
request, Supplier will provide documentation to verify compliance with this Subsection. 
  

	12.2	General Business Activity Restrictions 

  
 Supplier will ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s Customer’s premises: 
  
 1. will not conduct any non-Buyer related business activities (such as interviews, hirings,
dismissals or personal solicitations) on Buyer’s or Buyer’s Customer’s premises; 
  
 2. will not conduct Supplier’s Personnel training on Buyer’s or Buyer’s Customer’s premises, except for on-the-job training; 
  
 3. will not attempt to participate in Buyer or Customer benefit plans or activities; 
  
 4. will not send or receive non-Buyer related mail through Buyer’s or Customer’s
mail systems; and 
  
 5. will not sell, advertise or market any products or
distribute printed, written or graphic materials on Buyer’s or Buyer’s Customer’s premises without Buyer’s written permission. 
  

	12.3	Buyer’s Safety and Security Guidelines 

  
 Supplier will ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s Customer’s premises: 
  
 1. do not bring weapons of any kind onto Buyer’s or Buyer’s Customer’s
premises; 
  
 2. do not manufacture, sell, distribute, possess, use or be under
the influence of controlled substances (for nonmedical reasons) or alcoholic beverages while on Buyer’s or Buyer’s Customer’s premises; 
  
 3. do not have in their possession hazardous materials of any kind on Buyer’s or Buyer’s Customer’s premises without Buyer’s authorization;

  
 4. acknowledge that all persons, property, and vehicles entering or leaving
Buyer’s or Buyer’s Customer’s premises are subject to search; and 
  
 5. remain in authorized areas only (limited to the work locations, cafeterias, rest rooms and, in the event of a medical emergency, Buyer’s or Buyer’s Customer’s medical facilities). Supplier will promptly notify Buyer of any
accident or security incidents involving loss of or misuse or damage to Buyer’s intellectual or physical assets; physical altercations; assaults; or harassment and provide Buyer with a copy of any accident or incident report involving the
above. Supplier must coordinate with Buyer or Customer access to Buyer’s or Buyer’s Customer’s premises during non-regular working hours. 
  

	12.4	Asset Control 

  
 In the event Supplier Personnel has access to information, information assets, supplies or other property, including property owned by third parties but provided to Supplier Personnel by Buyer (“Buyer
Assets”), Supplier Personnel: 
  
 1. will not remove Buyer Assets from
Buyer’s or Buyer’s Customer’s premises without Buyer’s authorization; 
  
 2. will use Buyer Assets only for purposes of this Agreement and reimburse Buyer for any unauthorized use; 
  
 3. will only connect with, interact with or use programs, tools or routines that Buyer agrees are needed to provide Services; 
  
 4. will not share or disclose user identifiers, passwords, cipher keys or computer dial port
telephone numbers; and 
  
 5. in the event the Buyer Assets are confidential, will
not copy, disclose or leave such assets unsecured or unattended. Buyer may periodically audit Supplier’s data residing on Buyer Assets. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 6 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	12.5	Supervision of Supplier’s Personnel 

  
 Suppliers will provide consistent and effective supervision of its Personnel provided under this Agreement, at no additional cost to Buyer. Consistent and effective
supervision shall include regular interaction and communication with Supplier’s Personnel either in person or through other effective means. Supplier’s supervisor shall be responsible for exercising full supervisory authority over all
day-to-day employment relationship decisions relating to Supplier’s Personnel, including those decisions relating to: wages, hours, terms and conditions of employment, hiring, discipline, performance evaluations, termination, counseling and
scheduling. Supplier’s supervisors responsible for each work location will be responsible to know that work location’s planned holiday (and other closing) schedules and the impacts all such schedules have on Supplier’s Personnel.
Supplier will conduct orientation sessions with its Personnel before placement on an assignment with Buyer, during which orientation such Personnel will be told who their supervisor is and how that supervisor can be contacted. Supplier will, from
time to time, ensure that all of its Personnel working under this Agreement continue to be aware of this information. Supplier shall also be responsible for training its Personnel that any employment related issues should be brought forward in the
first instance to Supplier and not Buyer. Where such issues relate to actions which are alleged to have been taken by Buyer or Buyer’s Personnel, Supplier will notify Buyer immediately in order that appropriate investigative action can be
taken. Notwithstanding any other language or agreement to the contrary, Buyer will not, and Supplier agrees that Buyer has no responsibility to approve any Supplier Personnel’s time sheets. If Buyer should review, sign and/or submit Supplier
Personnel’s timesheets, whether manually or electronically, as part of Buyer’s billing verification processes, the parties acknowledge and agree that such review, signature and/or submittal shall in no way constitute concurrence or
approval of such timesheets, nor create any other commitment or obligation on the part of Buyer to Supplier or Supplier Personnel. 
  

	13.0	Insurance 

  
 Supplier will maintain at its expense: 
  
 1.
commercial general or public liability insurance with a minimum limit per occurrence or accident of 1,000,000 USD (or local currency equivalent); 
  
 2. workers’ compensation or employer’s liability insurance as required by local law, such policies waiving any subrogation rights against Buyer; and 

 
 3. automobile liability insurance as required by local statute but not less than 1,000,000
USD (or local currency equivalent) if a vehicle will be used in the performance of this Agreement. 
  
 Insurance required under clauses (1) and (3) will name Buyer as an additional insured with respect to Buyer’s insurable interest, will be primary or noncontributory regarding insured damages or
expenses, and will be purchased from insurers with an AM Best Rating of B+ or better and a financial class rating of 11 or better. 
  

	14.0	Termination 

  

	14.1	Termination of this Base Agreement 

  
 Either party may terminate this Base Agreement, without any cancellation charge, for a material breach of this Agreement by the other party or if the other party becomes
insolvent or files or has filed against it a petition in bankruptcy (“Cause”), to the extent permitted by law. Such termination will be effective at the end of a thirty (30) day written notice period if the Cause remains uncured.
Either party may terminate this Base Agreement without Cause when there are no outstanding SOWs or WAs. 
  

	14.2	Termination of a SOW or WA 

  
 Buyer may, upon written notice to Supplier, terminate a SOW or WA: 
  
 1. with Cause effective immediately; or 
  
 2. without Cause effective immediately or as otherwise specified in such notice. 
  

Upon termination, in accordance with Buyer’s written direction, Supplier will immediately: 
  
 1. cease work; 
  
 2. prepare and submit to Buyer an itemization of all completed and partially completed Deliverables and Services; 
  
 3. deliver to Buyer Deliverables satisfactorily completed up to the date of termination at
the agreed upon Prices in the relevant SOW and/or WA; and 
  
 4. deliver upon
request any work in process. 
  
 In the event Buyer terminates without Cause,
Buyer will compensate Supplier for the actual and reasonable expenses incurred by Supplier for work in process up to and including the date of termination, provided such expenses do not exceed the Prices. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 7 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	15.0	General 

  

	15.1	Amendments 

  
 This Agreement may only be amended by a writing specifically referencing this Agreement which has been signed by authorized representatives of the parties. 
  

	15.2	Assignment 

  
 Neither party will assign their rights or delegate or subcontract their duties under this Agreement to third parties or Affiliates without the prior written consent of the other party, such consent not to be withheld
unreasonably, except that either party may assign this Agreement in conjunction with the sale of a substantial part of its business utilizing this Agreement or any intellectual property assigned or licensed under this Agreement. Any unauthorized
assignment of this Agreement is void. 
  

	15.3	Choice of Law and Forum; Waiver of Jury Trial; Limitation of Action 

  
 This Agreement and the performance of transactions under this Agreement will be governed by the laws of the country where the Buyer entering
into the relevant agreement or PA is located, except: (i) in Australia, this Agreement will be governed by the laws of the State or Territory in which the transaction occurs; (ii) in the United Kingdom, this Agreement will be governed by
the laws of England; (iii) in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia,
Slovakia, Slovenia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan, this Agreement will be governed by the laws of Austria, unless otherwise provided by the local law; (iv) in Estonia, Latvia, and Lithuania, Finnish law will apply;
(v) in Canada, the laws of the Province of Ontario govern this Agreement; (vi) in the United States (including if any part of the transaction occurs within the United States) and Puerto Rico, and People’s Republic of China, the laws
of the State of New York applicable to contracts executed in and performed entirely within that State govern this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties expressly waive
any right to a jury trial regarding disputes related to this Agreement. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any legal or other action related to a breach of this Agreement must be
commenced no later than two (2) years from the date on which the cause of action arose. 
  

	15.4	Communications 

  
 All communications between the parties regarding this Agreement will be conducted through the parties’ representatives as specified in the relevant SOW and/or WA.
All notices required in writing under this Agreement will be made to the appropriate contact(s) listed in the relevant SOW and/or WA and will be effective upon actual receipt. Notices may be transmitted electronically, by registered or certified
mail, or courier. All notices, with the exception of legal notices, may also be provided by facsimile. 
  

	15.5	Counterparts 

  
 This Agreement may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same Agreement. Any copy of this Agreement made by
reliable means (for example, photocopy or facsimile) is considered an original. 
  

	15.6	Exchange of Information 

  
 All information exchanged is non confidential. If either party requires the exchange of confidential information, it will be made under a separate signed confidentiality
agreement between the parties. The parties will not publicize the terms of this Agreement, or the relationship, in any advertising, marketing or promotional materials without prior written consent of the other party except as may be required by law,
provided the party publicizing obtains any confidentiality treatment available. Supplier will use information regarding this Agreement only in the performance of this Agreement. For any business personal information relating to Supplier
Personnel that Supplier provides to Buyer, Supplier has obtained the agreement of the Supplier Personnel to release the information to Buyer and to allow Buyer to use such information in connection with this Agreement. 
  

	15.7	Freedom of Action 

  
 This Agreement is nonexclusive and either party may design, develop, manufacture, acquire or market competitive products or services. Buyer will independently establish
prices for resale of Deliverables or Services and is not obligated to announce or market any Deliverables or Services and does not guarantee the success of its marketing efforts, if any. 
  

	15.8	Force Majeure 

  
 Neither party will be in default or liable for any delay or failure to comply with this Agreement due to any act beyond the control of the affected party, excluding labor disputes, provided such party immediately
notifies the other. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 8 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	15.9	Obligations of Affiliates 

  
 Affiliates will acknowledge acceptance of the terms of this Agreement through the signing of a PA before conducting any transaction under this Agreement. 
  

	15.10	Prior Communications and Order of Precedence 

  
 This Agreement replaces any prior oral or written agreements or other communication between the parties with respect to the subject matter of this Agreement, excluding
any confidential disclosure agreements. In the event of any conflict in these documents, the order of precedence will be: 
  
 1. the quantity, payment and delivery terms of the relevant WA; 
  
 2. the relevant SOW; 
  
 3. this Base Agreement; and 
  
 4. the remaining
terms of the relevant WA. 
  

	15.11	Record Keeping and Audit Rights 

  
 Supplier will maintain (and provide to Buyer upon request) relevant business and accounting records to support invoices under this Agreement and proof of required permits
and professional licenses, for a period of time as required by local law, but not for less than three (3) years following completion or termination of the relevant SOW and/or WA. All accounting records will be maintained in accordance with
generally accepted accounting principles. 
  

	15.12	Severability 

  
 If any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does
not materially affect the parties’ rights under this Agreement. 
  

	15.13	Survival 

  
 The provisions set forth in the following Sections and Subsections of this Base Agreement will survive after termination or expiration of this Agreement and will remain in effect until fulfilled: “Taxes”,
“Ongoing Warranties”, “Intellectual Property”, “Supplier Liability for Third Party Claims”, “Limitation of Liability between Supplier and Buyer”, “Record Keeping and Audit Rights”, “Choice of
Law and Forum; Waiver of Jury Trial; Limitation of Action”, “Exchange of Information”, and “Prior Communications and Order of Precedence”. 
  

	15.14	Waiver 

  
 An effective waiver under this Agreement must be in writing signed by the party waiving its right. A waiver by either party of any instance of the other party’s noncompliance with any obligation or responsibility
under this Agreement will not be deemed a waiver of subsequent instances. 
  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 9 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04        










 Technical Services Agreement 
  
 Agreement # 4998CC0044-002 
  


	15.15	Ethical Dealings 

  
 Supplier will be familiar and will strictly comply with all laws and regulations on bribery, corruption, and prohibited business practices. Supplier and its Affiliates
have not and will not offer, promise or make or agree to make any payments or gifts (of money or anything of value) directly or indirectly to anyone for the purpose of influencing or inducing anyone to influence decisions in favor of Buyer or any of
its Affiliates. 
  

															
	 ACCEPTED AND AGREED TO:
 International Business Machines Corporation
	 	 	 	 ACCEPTED AND AGREED TO:
 CDI
Corporation

								
	By:	 	 	 	 	 	 	 	 	 	By:	 	/s/    ROBERT J. GIORGIO        	 	 7/6/05

	 Buyer Signature
	 	 	 	 Date
	 	 	 	 Supplier Signature
	 	 Date

						
	I. Javette Jenkins-Hines	 	 	 	 	 	 	 	Robert J. Giorgio	 	 
	 Printed Name
	 	 	 	 	 	 	 	 Printed Name
	 	 
					
	 U.S. Sourcing Manager, Technical Services
 Integrated Supply Chain
	 	 	 	 	 	President, CDI Bus. Solutions	 	 
	 Title & Organization
	 	 	 	 	 	 	 	 Title & Organization
	 	 
						
	 Buyer Address:
294 ROUTE 100
Building 2
Office 4C12
Somers, NewYork 10589
USA
	 	 	 	 	 	 	 	 Supplier Address:
15501 Weston Parkway
Cary, NC 27513
USA
	 	 

  


					
	Form Title: Technical Services Engagement Agreement (TSEA)	  	Page 10 of 10	  	Form Release: 8/98
	Form Owner: Global Procurement	  	 	  	Revision: 9/04