Exhibit 10.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), made this 5th day of April, 2005,
is entered into by Keane, Inc., a Massachusetts corporation with its principal
place 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, the Company and ArcStream Solutions, Inc. ("ArcStream") have entered
into an Asset Purchase Agreement, dated as of April 4, 2005 (the "Purchase
Agreement"), pursuant to which the Company has acquired certain assets and
assumed specified liabilities of ArcStream;
WHEREAS, the Consultant was the founder and served as a director and officer of
ArcStream; and
WHEREAS, the Company desires that the Consultant perform certain services in
connection with the transition to the Company of certain business acquired
pursuant to the Purchase Agreement, subject to and in accordance with the terms
set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:
1.
SERVICES. THE CONSULTANT AGREES TO PERFORM SUCH CONSULTING,
ADVISORY AND TRANSITION-RELATED SUPPORT SERVICES TO AND FOR THE COMPANY, AS MAY
BE REASONABLY REQUESTED BY THE COMPANY DURING THE CONSULTATION PERIOD (AS
DEFINED BELOW).
DURING THE CONSULTATION PERIOD, THE CONSULTANT SHALL NOT ENGAGE
IN ANY ACTIVITY THAT HAS A CONFLICT OF INTEREST WITH THE COMPANY, INCLUDING ANY
COMPETITIVE EMPLOYMENT, BUSINESS, OR OTHER ACTIVITY, AND HE SHALL NOT ASSIST ANY
OTHER PERSON OR ORGANIZATION THAT COMPETES, OR INTENDS TO COMPETE, WITH THE
COMPANY.
2.
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE DATE HEREOF AND SHALL
TERMINATE ON APRIL 27, 2005 (SUCH PERIOD BEING REFERRED TO AS THE "CONSULTATION
PERIOD").
3.
COMPENSATION.
3.1
CONSULTING FEES.
IN FULL CONSIDERATION FOR HIS SERVICES
HEREUNDER, THE COMPANY SHALL PAY TO THE CONSULTANT A CONSULTING FEE OF $21,875,
PAYABLE ON OR ABOUT MAY 11, 2005.
3.2
BENEFITS.
THE CONSULTANT SHALL NOT BE ENTITLED TO ANY BENEFITS,
COVERAGES OR PRIVILEGES, INCLUDING, WITHOUT LIMITATION, SOCIAL SECURITY,
UNEMPLOYMENT, MEDICAL OR PENSION PAYMENTS, MADE AVAILABLE TO EMPLOYEES OF THE
COMPANY.
4.
COOPERATION.
THE CONSULTANT SHALL USE HIS BEST EFFORTS IN THE
PERFORMANCE OF HIS OBLIGATIONS UNDER THIS AGREEMENT.
THE COMPANY SHALL PROVIDE
SUCH ACCESS TO ITS INFORMATION
AND PROPERTY AS MAY BE REASONABLY REQUIRED IN ORDER TO PERMIT THE CONSULTANT TO
PERFORM HIS OBLIGATIONS HEREUNDER.
THE CONSULTANT SHALL COOPERATE WITH THE
COMPANY'S PERSONNEL, SHALL NOT INTERFERE WITH THE CONDUCT OF THE COMPANY'S
BUSINESS AND SHALL OBSERVE ALL RULES, REGULATIONS AND SECURITY REQUIREMENTS OF
THE COMPANY CONCERNING THE SAFETY OF PERSONS AND PROPERTY.
5.
INDEPENDENT CONTRACTOR STATUS.
THE CONSULTANT SHALL 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 OR RESPONSIBILITY, EXPRESS OR IMPLIED, ON BEHALF OF, OR IN
THE NAME OF, THE COMPANY OR TO BIND THE COMPANY IN ANY MANNER.
6.
NOTICES.
ALL