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.
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upon mutual agreement by the parties, be extended for additional one (1) year
periods, unless terminated as provided herein.
7.2 If either party (the "Defaulting Party") materially defaults in the
performance of its obligations under this Agreement, and if such default is not
cured within ninety (90) days after written notice is given to the Defaulting
Party specifying the default, then the other party (the "Aggrieved Party") may,
by giving written notice to the Defaulting Party, terminate this Agreement as of
the date specified in the notice of termination.
7.3 Each party, insofar as it becomes a Defaulting Party, agrees that, upon
receipt of any notice of default, it will immediately commence all commercially
reasonable efforts to cure the specified default and to commit the resources
necessary at the Defaulting Party's expense, to accomplish such cure as promptly
as is reasonably possible.
7.4 Upon any termination of this Agreement, NaviSite will assist and comply
with CBT's reasonable directions to cause the orderly transition and migration
of the Services to CBT or a third party contractor to whom CBT chooses to
transfer the Services.
8. EMPLOYEES. NaviSite may, but shall not be obligated to hire as employees of
NaviSite the current CBT employees listed in Exhibit C. As part of the Services,
regardless of whether such employees are hired by NaviSite, as of the Effective
Date, NaviSite shall have management control of such employees, but unless hired
by NaviSite CBT shall remain the employee's employer for all purposes,
including, but not limited to payroll, taxes, insurance and benefits. CBT agrees
to reasonably assist NaviSite in the hiring of any of the employees pursuant to
this Section.
9. TAXES. NaviSite shall be paid its compensation without any deductions made
whatsoever for state or federal taxes of any kind. NaviSite agrees to pay all
applicable federal and/or state taxes and all local excise, sales, use, or other
taxes which arise as a result of the services performed by NaviSite or any
employee of NaviSite under this Agreement.
10. INDEPENDENT CONTRACTOR STATUS. It is expressly agreed and understood between
CBT and NaviSite that NaviSite (and any person employed by NaviSite) is
performing the Services, Agent Services hereunder as an independent contractor
and is neither the employee nor the agent of or on behalf of CBT.
11. NO WAIVER OR MODIFICATION. This Agreement may not be changed or terminated
rally, and no change, termination or attempted waiver or any of the provisions
hereof shall be binding unless in writing and signed by both parties.
12. CONTINUATION. Neither party shall sell, transfer, assign or subcontract any
right or obligation hereunder without the prior written consent of the other
party. Any act in derogation of the foregoing shall be null and void.
13. SEVERABILITY. Should any provision hereof be deemed, for any reason
whatsoever, to be invalid or inoperative, such provision shall be deemed
severable and shall not affect the force and validity of other provisions of
this Agreement.
14. GOVERNING LAW AND EXCLUSIVE JURISDICTION. This Agreement shall be deemed to
be made and entered into pursuant to the internal laws of the State of New York
and for all purposes this Agreement shall be construed and interpreted in
accordance with and be governed by the law of the State of New York.
15. FORCE MAJEURE. Neither NaviSite nor CBT shall be held responsible for any
delay or failure in performance under this Agreement arising out of causes
beyond its control, or without its fault or negligence. Such causes may include,
Outsourcing_V1#07.indd 220 16-12-2004 14:00:50
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