Outsourcing Services Agreement

It should be noted that this example is not intended, and is not to be regarded as, a definitive
statement of best practice and is not intended to constitute professional advice or a substitute for
professional advice.
Pagina 1 van 12
THIS AGREEMENT is made and entered into as of the January 1, 2003
("Effective Date") by and between the NaviSite, Inc. ("NaviSite"), a Delaware
corporation having an office and place of business at 400 Minuteman Road,
Andover, MA 01810 and ClearBlue Technologies, Inc. a Delaware corporation having
an office and place of business at 100 First Street, Suite 1000, San Francisco,
CA 94105("CBT") and the wholly-owned subsidiaries of CBT listed on the signature
pages hereto. ("CBT").
WHEREAS, CBT desires to hire NaviSite to perform outsourced management
services and NaviSite desires to be hired by CBT to perform such services
regarding the operational management (the "Services") for the CBT customers
using a defined set of CBT data centers listed on Exhibit A (attached hereto and
made a part hereof by reference), collectively known as (the "Data Centers") as
an independent contractor according to the terms and conditions set forth
NOW THEREFORE, in consideration of the terms and conditions set forth below
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agrees as follows:
1.1 The parties agree that the general scope and results of the Services to
be completed by NaviSite shall be developed by CBT and by NaviSite and consist
primarily of the day-to-day management of the Data Centers as more fully
described on Exhibit B (attached hereto and made a part hereof by reference).
1.2 All Services shall be performed in a workman like fashion. Unless
otherwise requested by CBT, NaviSite shall prepare and deliver to CBT monthly
reports/invoices regarding any Services ongoing or performed during each month
of the term of this Agreement.
1.3 CBT agrees that it will not directly or indirectly, during the term of
this Agreement, solicit or utilize the services of any other vendor or
contractor for the Services to be provided by NaviSite.
1.4 Optional Services. The parties acknowledge and agree that from time to
time during the term of this Agreement there may be additional services required
by the CBT. The specifications and pricing of these services will be mutually
agreed upon and confirmed via written instrument (i.e. Statement of Work) which
is signed by an authorized representative of each party before such services are
delivered. The parties acknowledge and agree that such written instrument shall
be subject to the terms and conditions of this Agreement unless specific
modifications to this Agreement are made to the contrary in such Statement of
1.5 Beginning on the Effective Date if a CBT customer desires to renew its
agreement with CBT without adding new or additional services and/or products
("Renewal Contract"), NaviSite shall act as the exclusive reseller for CBT for
such renewal of existing CBT customer contracts ("Agent Services").
1.6 NaviSite shall have the exclusive right to sell NaviSite applications
and other management services to CBT Data Center customers.
2. FEES.
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