SECONDARY SUPPLIER SERVICE AGREEMENT
THIS SECONDARY SUPPLIER SERVICE AGREEMENT (this
"Agreement") is made and entered into this 15th Day Of April,
2005, by and among Aegis It Solutions, Inc., a (n) California
corporation, with its principal place of business located at 638
Hill Street #5 Inglewood, Ca 90302 (hereinafter referred to as
“Secondary Supplier”), and TEKSYSTEMS, INC., a Maryland
corporation, with its principal place of business located at 7437
Race Road, Hanover MD, 21076 (hereinafter referred to as
“Primary Supplier”).
WHEREAS, Primary Supplier currently provides
supplemental staffing and other personnel to provide services
on a project or temporary basis to Cingular Wireless (the
"Customer"); and
WHEREAS, Primary Supplier wishes to subcontract
with Secondary Supplier to provide temporary help services to
Customer, an existing customer of Primary Supplier.
NOW, THEREFORE, Secondary Supplier and
Primary Supplier, in consideration of the mutual promises
herein and other good and valuable consideration, agree as
follows:
1. Job Descriptions. Secondary Supplier agrees to assign its
employees to Customer in order to perform the Work described
in Exhibit A for Customer. Secondary Supplier acknowledges
that the pay and bill rates set forth in Exhibit B were
established pursuant to an agreement between Primary
Supplier and Customer (the "Primary Agreement"). Primary
Supplier shall provide pertinent sections of the Primary
Agreement to the Secondary Supplier as deemed necessary
by Primary Supplier.
2. Services. In addition to performing the work described in
Exhibit A, Secondary Supplier agrees to recruit, interview,
select, and hire applicants who, in Secondary Supplier’s
judgment, are best qualified to perform the type of work
described in Exhibit A. As the employer of such employees,
Secondary Supplier will: (i) maintain all necessary personnel
and payroll records for its employees assigned to Customer;
(ii) compute their wages and make all withholdings required
pursuant to applicable laws, including, without limitation, for
federal, state and local income tax and unemployment
insurance; (iii) remit employee withholdings to the proper
governmental authorities and make employer contributions and
payments required pursuant to applicable laws, including,
without limitation, for federal state and local income tax and
unemployment insurance; (iv) pay net wages and fringe
benefits, if any, directly to its employees; (v) provide for liability,
fidelity, and Workers’ Compensation insurance coverage in the
amounts as hereinafter set forth; (vi) ensure that all of its
employees assigned to Customer are legally authorized to be
employed in the United States; and (vii) at the request of
Primary Supplier or Customer for any valid legal reason,
remove any of its employees assigned to Customer; provided,
that this arrangement shall in no way affect the right of
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Secondary Supplier in its sole discretion as employer, to hire,
assign, reassign, and/or terminate its own employees.
All Secondary Supplier employees assigned to Customer
hereunder shall abide by all of the policies and procedures of
the Customer and Primary Supplier. Secondary Supplier shall
require all of its employees assigned to Customer to sign all
paperwork require by Customer or Primary Supplier prior to
beginning an assignment, including, but not limited to,
confidentiality agreements, assignment of patents and
copyrights, etc.
Secondary Supplier understands, acknowledges and agrees
that all personnel assigned by Secondary Supplier to Customer
to perform services hereunder shall be employees of
Secondary Supplier. In the event that any assertion is made
that any person assigned by Secondary Supplier to fill a
particular Customer order is or was an independent contractor
or an employee or joint employee of Primary Supplier or
Customer, Secondary Supplier agrees to indemnify, defend
and hold harmless Primary Supplier and Customer for any
claim, suit, cause of action, demand, loss, damage, cost or
expense (including reasonable attorneys' fees) which may
arise in any manner from such assertion or a finding that the
person is or was an independent contractor or an employee or
joint employee of Primary Supplier and/or Customer. Primary
Supplier or Customer will notify Secondary Supplier within a
reasonable time of any investigation which may be instituted
concerning the status of any person placed by Secondary
Supplier.
3. Timekeeping. Secondary Supplier's employees shall
complete and sign time slips on a weekly basis in order to
record compensable working time of such Secondary Supplier
employees. A member of Customer's staff will be designated
and authorized to sign such time slips on behalf of Customer.
In the event Customer’s authorized representative is
unavailable to sign the time slips, it is agreed that Primary
Supplier is appointed as an agent of Customer for the sole
purpose of signing such time slips on behalf of Customer for
the Secondary Supplier employees assigned hereunder.
The standard workweek is from Sunday to Saturday.
Approved timesheets and/or expense forms for the prior
week's work must be submitted to Primary Supplier by the
following Tuesday. Any timesheets and/or expenses not
submitted to Primary Supplier within thirty (30) days from the
date of service will not be billable to the Client, and therefore
Primary Supplier is under no obligation to compensate
Secondary Supplier for such timesheets and/or expenses.
4. Compensation. In consideration of Secondary Supplier’s
performance hereunder, Primary Supplier agrees to pay
Secondary Supplier at the rate(s) set forth on Exhibit B.
Secondary Supplier will invoice Primary Supplier monthly and
shall send such invoice to 7437 Race Rd., Hanover, MD
21076, Attention: QA Department. Such invoices shall be
payable by Primary Supplier within fifteen (15) days after
receipt of payment by Primary Supplier from Customer of
amounts relating to such invoice. In no event shall Primary
Supplier be obligated to pay Secondary Supplier for any
invoiced amount unless and until Primary Supplier receives
payment from Customer for amounts relating to such invoice.
Notwithstanding the above, if in the event that Secondary
Supplier is not in breach of this Agreement, and Secondary
Supplier’s invoices are more than thirty (30) day’s aged from
date of receipt of invoice, Primary Supplier agrees to process
and pay Secondary Supplier’s properly submitted invoices at
that time. However, in the event that Primary Supplier’s
Customer does not pay Primary Supplier for its invoices for
whatever reason, and Primary Supplier has paid Secondary
Supplier pursuant to this section, either (i) Secondary Supplier
will promptly refund Primary Supplier for the amount of money
representing the unpaid invoices, or (ii) Primary Supplier will
have the right to offset against or recoup from any amounts
due Primary Supplier under this Agreement.
5. Workers’ Compensation and Insurance. Secondary
Supplier has procured, and will maintain in effect throughout
the life of this Agreement, Workers’ Compensation insurance in
full limits as required by statute covering Secondary Supplier
employees assigned to Customer hereunder. If any direct
claim for Workers’ Compensation benefits or awards is
asserted against Primary Supplier or Customer by any of
Secondary Supplier's employees or, in the event of death, by
their personal representatives, then Secondary Supplier shall
indemnify and hold Primary Supplier and Customer harmless
from and against any such claim(s) to the extent of all benefits
and awards, cost of litigation, disbursements and reasonable
attorneys’ fees Primary Supplier or Customer may incur in
connection therewith. At Primary Supplier or Customer’s
option, and upon written notice, Secondary Supplier will
undertake the defense of Primary Supplier or Customer
against such claims.
Secondary Supplier will maintain in effect throughout the term
of this Agreement at its own expense all forms of insurance
which Primary Supplier may reasonably require from time to
time, having limits and covering risks against which a prudent
company under similar circumstances would insure. Each
policy shall name Primary Supplier and Customer and their
respective affiliates, directors, officers and employees as
additional insureds and will contain: (i) to the extent possible, a
waiver of any subrogation rights against Primary Supplier or
Customer or those for whom Primary Supplier or Customer
may in law be responsible; (ii) a waiver in favor of Primary
Supplier and Customer such that the insurance policy in
question shall not be invalidated with respect to their interest
by reason of any breach or violation of any warranty,
representation, declaration or condition contained in the policy;
(iii) a clause stating that the insurance policy will be considered
primary insurance and shall not call into contribution any other
insurance that may be available to Primary Supplier or
Customer; and (iv) an undertaking by the insurer to notify
Primary Supplier and Customer in writing of any material
change, cancellation, or termination of any provision of any
policy not less than 30 days prior to the material change,
cancellation or termination thereof. All policies shall be taken
out with insurers acceptable to Primary Supplier and shall be in
form and substance satisfactory to Primary Supplier acting
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reasonably from time to time. If "claims made" policies are
provided, Secondary Supplier shall maintain such policies for
at least five years following termination of this Agreement.
Prior to the performance of any work hereunder, Secondary
Supplier will provide Primary Supplier with a current Certificate
of Insurance attesting to such insurance coverage and listing
Primary Supplier and Customer as additional insureds. All
such insurance certificates shall be forwarded to Primary
Supplier.
6. Legal Compliance; Indemnity and Limitation on Liability.
In its performance of this Agreement, Secondary Supplier will
comply with all applicable federal, state and local laws
including, but not limited to, all discrimination, wage and hour,
employment, workplace health and safety and labor laws, and
will indemnify, defend and hold Primary Supplier and Customer
harmless from and against any claims, demands, suits, losses,
damages, costs, and expenses arising out of any non-
compliance or violation or alleged non-compliance or violation
by Secondary Supplier or any of its officers, employees or any
other individual performing services pursuant to this
Agreement of any such laws. In addition, Secondary Supplier
will indemnify, defend, and hold Primary Supplier and
Customer harmless from and against any and all liabilities,
claims, demands, suits, losses, damages, costs, and expenses
for bodily injury to or death of any person, or damage to or
destruction of any property, caused or allegedly caused directly
or indirectly, in whole or in part, by any act or omission on the
part of Secondary Supplier, its officers, employees or any other
individual performing services pursuant to this Agreement. In
complying with workplace health and safety laws, Secondary
Supplier will establish written policies and procedures to
ensure that Secondary Supplier, its officers and employees
and any other individual performing services pursuant to this
Agreement take all reasonable care to prevent workplace
injuries and illnesses and respond to them effectively when
they occur. In this regard, Secondary Supplier will provide all
information requested by Primary Supplier from time to time.
Secondary Supplier will indemnify and hold Primary Supplier
harmless from and against any claims, demands, suits, losses,
damages, costs, expenses, or liabilities of whatever nature
which are based on or arise from the non-performance or
substandard performance of any of the obligations of
Secondary Supplier hereunder.
Notwithstanding anything contained herein to the contrary,
Secondary Supplier shall not bring any claim or otherwise
assert any liability or right to indemnification against Primary
Supplier or Customer arising out of this Agreement, the
relationships created pursuant hereto, or the provision of
services by Secondary Supplier or its employees to Customer
pursuant to this Agreement, except a claim for compensation in
accordance with Section 4.
7. Permits. Licenses and Documentation. Secondary
Supplier will maintain in effect during the term of this
Agreement any and all federal, provincial and/or local licenses
and permits which may be required of a corporation transacting
business as a temporary help service firm. Upon request,
Secondary Supplier shall provide to Primary Supplier, within a
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reasonable time frame, any documentation that would be
needed to validate the requirements of this Section, including,
but not limited to Articles of Incorporation, Certificates of Good
Standing, and any applicable tax records.
8. Force Majeure. Neither Primary Supplier nor Secondary
Supplier shall be responsible for failure or delay in assigning its
employees to Customer if such failure or delay is due to labor
disputes or strikes, fire, riots, war, acts of God, or any other
causes beyond their control.
9. Labor Organizations. Under no circumstances will
Secondary Supplier enter into any agreement or understanding
with any union organization affecting any Primary Supplier
employee assigned to Customer hereunder. In the event
Secondary Supplier enters into any collective bargaining
agreement covering Secondary Supplier employees assigned
to Customer, it is understood and agreed that Secondary
Supplier shall have sole control and responsibility for and will
be sole signatory under and connected with all such labor
negotiations, grievances, collective bargaining agreements,
and related labor matters.
10. Assignment and Subcontracting. Secondary Supplier
may not assign or subcontract performance of this Agreement,
in whole or in part, without the prior written consent of Primary
Supplier, which consent may be withheld in the sole and
absolute discretion of Primary Supplier. This Agreement shall
be binding upon and inure to the benefit of the parties hereto,
their successors, heirs and assigns, as permitted.
11. Term. The term of this Agreement shall correspond to the
term as set forth in the Primary Agreement between Primary
Supplier and Customer and can be canceled by Secondary
Supplier only in accordance with the terms of said Primary
Agreement. Primary Supplier reserves the right to terminate
this Agreement upon not less than five (5) days’ prior notice at
any time without cause during the term of this Agreement.
12. Confidentiality. During the performance of this
Agreement it may be necessary for the parties to provide
confidential and/or proprietary information to each other. The
parties agree that such information will be held in strict
confidence by the receiving party and will not be disclosed by
the receiving party to any third party or used by the receiving
party for its own purposes, except to the extent that such
disclosure or use is necessary in the performance by the
receiving party of its obligations under this Agreement. No
information shall be subject to the protections of this section if
such information is:
(a) or becomes publicly available;
(b) released by the disclosing party to any one
without restriction;
(c) or becomes known or developed by the
receiving party independently of the confidential and/or
proprietary information of the other party; or
(d) released in response to a subpoena, court
order or other legal process.
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Neither party shall be liable, however, for the inadvertent or
accidental disclosure of such information if such disclosure
occurs despite the exercise of the same degree of care as
such party normally takes to preserve and safeguard its own
proprietary information. All writings or documents which
contain information subject to the protections of this section will
be returned by the receiving party upon request of the
disclosing party.
13. Good Faith. It is understood that all parties will operate in
good faith. It is further understood by the Secondary Supplier
that the Primary Supplier will serve, in effect, as the
“Customer,” and that all correspondence, communication,
transmittal and communiqués, both verbal and non-verbal, will
take place between the Secondary Supplier and the Primary
Supplier, and that the Secondary Supplier is in no way
permitted or allowed to contact Primary Supplier’s Customer,
including marketing activity, without the prior knowledge and
consent of Primary Supplier. This is in effect during the term of
this Agreement and for a period of one (1) year thereafter.
14. Non-interference with Business Relations. During the
term of this Agreement and for a period of one (1) year
thereafter, Secondary Supplier shall not (i) do anything,
intentionally or otherwise, to discredit or otherwise injure the
reputation or goodwill of Primary Supplier; or (ii) in any way
interfere with the relationship of Primary Supplier with any
customer, employee, independent contractor, engineer or
business relation.
15. Restrictive-Covenant Conversion/Right to Hire.
Secondary Supplier agrees that during the term of this
Agreement and for a period of one year thereafter, that
Secondary Supplier will not solicit or attempt to hire any
employee of Primary Supplier or Customer. Secondary
Supplier understands that violation of this provision would
cause severe financial hardships and irreparable harm and that
Primary Supplier and/or Customer would be entitled to
injunctive relief, damages, and other available remedies.
16. Covenant Not To Compete. Secondary Supplier agrees
that during the term of this Agreement and for one year after
the termination of this Agreement, neither Secondary Supplier
nor any of its personnel assigned to perform services will be
assigned by Secondary Supplier to work for any company or
organization which is or will be competing with Customer in the
specific application in which Customer is engaged during the
term of this Agreement.
17. Contract Terms and Conditions. Secondary Supplier
agrees that the terms, conditions, rules and procedures
outlined in Primary Supplier’s Agreement with Customer will
apply to Secondary Supplier and its employees while on
assignment at Customer. Primary Supplier will inform
Secondary Supplier concerning applicable terms, conditions,
rules and procedures from time to time. In addition, Secondary
Supplier warrants that it will waive any and all liquidation
and/or conversion fees to Primary Supplier or Customer.
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18. Independent Contractor. In its performance of this Attn: Quality Assurance Team
Agreement, Secondary Supplier shall at all times act in its own Address: 7437 Race Road
capacity and right as an independent contractor, and nothing Hanover, MD 21076
contained herein shall be construed to make Secondary Fax #: 410-540-7516
Supplier an agent, partner or representative of Primary
Supplier or Customer. Secondary Supplier, in accordance with Or in the case of Secondary Supplier:
its status as an independent contractor, convenants and Aegis It Solutions, Inc.
agrees that it will conduct itself consistent with such status, that Attn: Mariyam Akmal
it will not hold itself out as, or claim to be, an agent, partner or Address:      
representative of Primary Supplier or Customer. It is      
understood and agreed that the persons engaged by Fax #: 888 205-5122
Secondary Supplier to perform the work or provide services
under this Agreement shall be considered employees of 20. Entirety. This document shall be the entire understanding
Secondary Supplier, and under no circumstances are such and agreement between the parties with respect to the subject
individuals to be considered or construed to be employees of matter set forth herein, and all prior agreements,
Primary Supplier or Customer. understanding, covenants, promises, warranties, and
19. Notices. representations, oral or written, express or implied, not
incorporated herein are superseded hereby. This Agreement
19.1 Manner: Any notice or other communication (“Notice”) may not be amended, modified, altered, supplemented, or
required or permitted under this Agreement shall be in writing changed in any way except in writing, signed by the parties
and either delivered personally or sent by facsimile, overnight and attached hereto as an amendment.
delivery, express mail, or certified or registered mail, postage
prepaid, return receipt requested. 21. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of State of
19.2 Addressee: Maryland.

Notices shall be addressed to: 22. Severability; Construction. Whenever possible, each
provision of this Agreement shall be interpreted in such
TEKSYSTEMS manner as to be effective under applicable law; but if any
Attn: Sean McGraw provision of this Agreement is held to be prohibited by or
Address: 7437 Race Road invalid under applicable law, such provision shall be ineffective
Hanover, MD 21076 only to the extent of such prohibition or invalidity, without
Fax #: 410-540-7687 affecting the remainder of this Agreement.

Invoices shall be addressed to: 23. Survival. Sections 2, 5, 6, 12, 13, 14, 15, and 16 shall
survive termination of this Agreement for any reason
TEKSYSTEMS whatsoever.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized signing
officers as of the day and year shown above.

PRIMARY SUPPLIER:

TEKSYSTEMS, INC.

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

SECONDARY SUPPLIER:Aegis It Solutions, Inc.

By: ________________________________

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 Name: ______________________________

Title: _______________________________

Date: _______________________________

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 EXHIBIT A

[INSERT CUSTOMER TECHNICAL JOB REQUIREMENTS AND SCOPE OF WORK]

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 EXHIBIT B

Standard Overtime Scheduled

Secondary Supplier Employee Name Billing Rate Billing Rate Start Date

Mariyam Akmal $ 55.00 /hr $ 55.00 /hr 4/18/05

      $       /hr $       /hr      
      $       /hr $       /hr      
      $       /hr $       /hr      
      $       /hr $       /hr      
      $       /hr $       /hr      

PRIMARY SUPPLIER:

TEKSYSTEMS, INC.

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

SECONDARY SUPPLIER:

Aegis It Solutions, Inc.

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

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