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02/22/99 11:51 FAX 17044249595 1{];AI'~: CRARLOTI'E ~018/021 KEANE GENERAL AGREEMENT FOR KEANE INFORMATION SERVICES /~reement No.: 0001 Branch Office Address Keane, Inc. 6100 Fairview Road', Suite 550 Charlotte, NC 2821~ Name and Address of Client: Client Ncc TBD Cabarrus County P.O. Box 668 Concord, NC AGREEMENT, mace m,s 2'ISt 19q~ between Kesne, Inc~, a Massachusetts corporation with its corporate office located at Ten City Square, Boston, Massachusetts, 02129 ("Keane") and Cabarrus County O~' r~ . a [~./~') , corporation (the "Client"). The Client and Keane agree that the full[~wing terms arid conditions shall govern whenever Keane furnishes assistance to the Client. Gcope ~!' Servi©es -- Keene agrees to provide to the Client certain computer consulting and.programming services under the terms and conditions of this Agreement, _ The Agreement between Keane and the Client to provide specific services shall be called the "Work Assignment" and shall be evidenced ~ a Kear~e "Work Assignment", or if mutually agreed upon in writing, by e Client purcb, a~e order, letter, or any other document which shall specify: a) Scope of Effort. b) Services tO be delivered to the Client under such Scope of Effort. c) Client Coordinator. d) Schedule of Services (~g., scheduled start and completion dates), -- e] Estimate~ project requirements In Ilours, by skilt classification. ' · - E.~timates -- Any estimates made by Keane for the cost o( services to the Client or for the preparation of wo~ schedules, whether made orally or In a Work Assignment modification, proposal or any other written document, shall be made tn good faith but are not guaranteed in any way orto any extent by Keane and shall not be deemed to alter the terms of any Work Assignment. Keane will, however, notify the Client as soon as practicable if the e~imeto will be e.~;eeded, and the Client may then terminate the services, paying only for effort expanded [o that time. tn the event that the Client requests that Keane perform services beyond the number of daYS or the number of hours specified in the Work Assignment and the Client permits such services to be performed, the performa,'x~ of such services shall be deemed an oral modification of the Work Assignment and governed by Section 9 of this Agreement. For certain Client projects, Keane and the Client may agree that the nature of the project is such that a fixed pdce should be established for such project. In this case, the parties shall execute a "Fixed Price Work Assignment". Fees -- The Client shall pay fees for actual time spent for all services performed by Keane in accordance with the schedule o! tees and minimum payments included in the Work Assignme~, except that all lees, rate classifications and minimum hours are subject to change by Keane upon one month's notice. Keane shall be reimbursed by the Client for all reasonable out-of-pocket expenses incurred by Keane in the performance of services for the Client, Keane shall also be reimbursed by Client for any unanticipated expenses incurred by Keane due to the performance of ~ervices required by the (;lient. In addition to ail fees and charges payable under this Agreement, the Client shall be liable and pay to Keane upon the Client's receipt o! an invoice for any amounts paid or incurred by Keane relating to. taxes based on such fees and charges on this Ag;cement or the services rendered hereunder, regardless of hOw designated or levied, or whether so incurred or paid during Or after the termination of this Agreement, including but not limited to state and local sales, privilege or excise taxes based on gross revenue, but excluding taxes based on net income~