Exhibit 10.2
SERVICES AGREEMENT
This Services Agreement (the
“Agreement”) is made this 29 th day of March, 2007, by and between
OneBeacon Insurance Group, on behalf of itself and its subsidiaries
(“OneBeacon”), One Beacon Lane, Canton, MA, 02021 and
Small Army, 20 Newbury Street, Boston, MA 02116.
1.
Services
. Small Army agrees to provide
to OneBeacon the services described on Schedule A.
2.
Fees
. OneBeacon shall pay Small Army as outlined on
Schedule A.
3.
Confidentiality
. Small Army shall not disclose information
(a) concerning customers, trade secrets, methods, processes,
or any financial or business information of OneBeacon, or
(b) which is identified as proprietary or confidential. Small
Army shall return all such confidential information, and any copies
thereof, upon the request of OneBeacon or upon termination of this
Agreement. Confidential Information shall not include
(a) information that is or becomes a part of the public domain
through no act or omission of Small Army; (b) was in Small
Army’s lawful possession prior to the disclosure;
(c) was independently developed by Small Army; or (d)
is required by law to be disclosed, in which event prompt
written notice is required by Small Army so that OneBeacon may seek
a protective order or other remedy.
4.
Intellectual property
rights. Deliverables
under this Agreement, if any, shall be considered work(s) for
hire and shall belong exclusively to OneBeacon and its designees.
If, by operation of law, the deliverables are not owned in their
entirety by OneBeacon automatically upon creation by Small Army,
Small Army hereby assigns to OneBeacon and its designees the
ownership of such deliverables, including all related intellectual
property rights. Deliverables include, but are not limited to,
software, specifications, and documentation.
5.
Warranties.
Small Army warrants that the
services will be performed in a professional and workmanlike
manner. Any deliverables under this Agreement shall be free from
defects in material, workmanship and design and shill conform to
all applicable specifications and/or documentation.
6.
Compliance with
Laws & Standards of Conduct. Small Army shall comply with all applicable
federal and state laws and regulations and OneBeacon
policies.
7.
Indemnification. Small Army agrees to indemnify, defend and hold
OneBeacon harmless from any and all claims, actions, liabilities,
damages, costs and expenses, including reasonable attorneys’
fees and expenses, arising out of (a) any third party claims
of infringement of any intellectual property right or (b) the
acts and omissions of Small Army, employees, subcontractors, and/or
agents.
8.
Termination.
OneBeacon may terminate this
Agreement at any time upon written notice to Small Army. Upon
receipt of notice of termination, Small Army shall immediately stop
all activities associated with this Agreement and forward to
OneBeacon all finished work or work in process. OneBeacon shall
have no obligation or liability to Small Army other than for
work
completed and accepted by OneBeacon
through the date of termination.
9.
Insurance
Requirements. Small
Army agrees to maintain insurance throughout any term of this
Agreement at its sole cost in a form satisfactory to
OneBeacon.
10.
Limitation of
Liability. NEITHER
PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES.
11.
Assignment.
OneBeacon may assign this Agreement
to a successor in interest, provided that such successor agrees to
fulfill the obligations under this Agreement. In no event shall
Small Army subcontract, delegate or assign its rights and
responsibilities under this Agreement without OneBeacon’s
prior written consent
12.
Notices
. Notices shall be sent via recognized overnight
carrier or certified mail, return receipt requested, postage
prepaid, addressed to Small Army at the above address or to
OneBeacon Insurance Company, One Beacon Street, Boston, MA, 02108,
Attn: Corporate Legal Department
13.
Governing Law.
This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts
14.
Independent
Contractor. The
parties are independent contractors, and nothing in this Agreement
shall be deemed to cause this Agreement to create an agency,
partnership, or joint venture between the parties. Small Army shall
pay all withholding of taxes and shall not be entitled to salary or
benefits under this Agreement.
15.
Publicity
. Small Army agrees not to use
any advertising or publicity matter without the prior written
consent of OneBeacon, which consent shall not be unreasonably
withheld.
16.
General
provisions . This
Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements. The invalidity of any provision
shall not affect the validity of any other provision. No amendment
to this Agreement shall be binding unless in writing and executed
by authorized representatives of both parties. A waiver by either
party of a breach of any of the terms or provisions of this
Agreement shall not be construed as a waiver of any subsequent
breach. The provisions of Sections 3 (Confidentiality), 4
(Intellectual Property Rights) and 7 (Indemnification) shall
survive termination of this Agreement. Small Army may, in
accordance with applicable law, be subject to a background
check.
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized
representatives, on the date and year first
above-written.
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ONEBEACON INSURANCE GROUP
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SMALL ARMY
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By:
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/s/ Carmen L. Duarte
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/s/ Jeff Freedman
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(Authorized Signature)
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(Authorized Signature)
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Carmen L. Duarte
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Jeff Freedman, Marketing
Principal
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(Printed
Name) (Title)
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(Printed
Name) (Title)
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Date:
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3.29.07
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Date:
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3/29/07
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ONEBEACON
PROJECT FEE MEMO
January 29, 2008
This Services Agreement dated
March 29, 2007 between Small Army, 20 Newbury Street, Boston,
MA 02116 and OneBeacon Insurance Group LLC, One Beacon Lane,
Canton, MA, 02021, is amended as follows:
Project:
Reciprocal Site - NJSI Insurance
Councilors
Overview:
NJSI is in need of creating a
website version for their silent underwriters, the Insurance
Councilors. The design, imagery, and all functionality (both front
and backend) would be Identical to the main NJSI that is in
development by Small Army, however there would be new copy, logo
(provided by NJSI), and less overall site pages (approximately
20 pages).
Small Army will work with OneBeacon
and NJSI to finalize the site map, provide copy review and minor
revisions, and complete development of the website. Small Army will
provide a staging/development site for review and upon approval,
Small Army will implement to the live site.
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Fees:
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Total Fees
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$6,900
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Timing:
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3 months (February -
April 2008)
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Fees outlined in this memo are based
on strategies, processes and schedules that are agreed to by both
Small Army and OneBeacon, including estimated timing provided in
this document. Fee is based on project completion no later than
April 30, 2008. If the project extends beyond this date,
additional fees will be applied.
Small Army’s fees do not
include out-of-pocket expenses (i.e., Flash development, video
conversions, printing, production, photography, illustration,
copies, phone and fax) or studio costs (production management,
photo re-touching and color balancing) associated with this scope
of work.
All other terms and conditions
remain the same.
PROJECT APPROVAL
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Client Approval:
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/s/ Carmen L. Duarte
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Date:
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2.20.08
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SCHEDULE A-1
PORTAL REDESIGN
ONEBEACON INSURANCE GROUP
PROJECT FEE MEMO
September 7, 2007 – Rev
4
Project:
Planning, Design and Style
Implementation for Employee Portal
This Schedule A-1 is hereby
incorporated into the Services Agreement dated March 29, 2007
(the “Agreement”), between OneBeacon Insurance Group
and Small Army. If there is any conflict between this Schedule and
the Agreement, the terms and conditions of this Schedule will
govern.
1.
Online employee survey for portal
enhancements
Small Army will review and provide
feedback on a draft survey developed by OneBeacon. However,
OneBeacon will be responsible for all survey
implementation.
2.
Interviews with employees and key
constituents
Similar to the survey, Small Army
will review and provide feedback on draft discussion guides for
internal interviews (one for employees and one for key
constituents). However, all interviews will be conducted by
OneBeacon. Small Army will not participate in the
interviews.
Upon completion of the above
research, OneBeacon will present Small Army with a summary of
findings to help guide the site planning materials below. This
summary will also include key web/traffic metrics from the existing
portal.
3.
Information architecture
development
Based on the findings presented by
OneBeacon along with our knowledge of best practices, Small Army
will establish an information architecture for review, feedback and
approval. Given the scope and complexity of this project, we
anticipate up to 3 rounds of review and approval for this piece, as
part of this exercise, Small Army will provide recommendations for
key functionality to be included with the employee
portal.
4.
Wire-frame development
Based on an approved site map, Small
Army will develop a series of key wire-frames to demonstrate
content hierarchy for the employee portal. Again, we anticipate up
to 3 rounds of revisions on these wire-frames.
5.
Graphic Design
Based on approved wire-frames, Small
Army will develop multiple graphic design options for your review,
feedback and approval. Given the due diligence conducting prior to
getting to this point, we anticipate up to 2 rounds of revisions to
designs prior to final approval. Upon final approval, Small Army
will hand off PSD files to OneBeacon for implementation.
6,
Ongoing planning and project
management
Throughout the duration of the
project, Small Army will be an active member of the Employee Portal
team, participating in weekly status calls and other general
meetings to discuss best practices and provide guidance on employee
portal-related items.
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Project Fee:
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Small Army’s fee for Items 1-5
will be $45,000 (billed in 6 equal monthly installments, beginning
November 1). This fee assumes maximum project duration of 8
months. Small Army will charge a monthly planning, consultation and
project management fee (number 6 above) of $2,000 per month through
the duration of the project.
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Timing
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Estimated timing of
November 2007 through April 2008
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Fees outlined in this memo are based
on tasks, strategies, processes and schedules that are agreed to by
both Small Army and OneBeacon, Including estimated timing provided
in this document.
Small Army’s fees do not
include out-of-pocket expenses (i.e., printing, production,
photography, illustration, copies, phone and fax) or studio casts
(production management, photo re-touching and color balancing)
associated with this scope of work. Fees outside the scope of this
Schedule A-1 must be agreed to in writing by both
parties.
PROJECT APPROVAL
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Agreed by:
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/s/ Carmen L. Duarte
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Date:
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9.10.07
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Carmen Duarte, VP Corporate
Communications
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OneBeacon Insurance Group
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Agreed by:
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/s/ Jeff Freedman
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Date:
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9.13.07
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Jeff Freedman, Marketing Principal,
Small Army
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ONEBEACON
PROJECT FEE MEMO
January 29, 2008
The Services Agreement dated
March 29 , 2007 between Small Army, 20 Newbury Street,
Boston, MA, 02116, and OneBeacon Insurance Group LLC, One Beacon
Lane, Canton, MA, 02021, is amended as follows:
Project:
Reciprocal Site - NJSI Insurance
Councilors
Overview:
NJSI is in need of creating a
website version for their silent underwriters, the Insurance
Councilors. The design, imagery, and all functionality (both front
and backend) would be identical to the main NJSI that is in
development by Small Army, however there would be new copy, logo
(provided by NJSI), and less overall site pages (approximately
20 pages).
Small Army will work with OneBeacon
and NJSI to finalize the site map, provide copy review and minor
revisions, and complete development of the website. Small Army will
provide a staging/development site for review and upon approval,
Small Army will implement to the live site.
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Fees:
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Total Fee:
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$6,900
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Timing:
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3 months (February -
April 2008)
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Fees outlined in this memo are based
on strategies, processes and schedules that are agreed to by both
Small Army and OneBeacon, including estimated timing provided in
this document. Fee is based on project completion no later than
April 30, 2008. If the project extends beyond this date,
additional fees will be applied.
Small Army’s fees do not
includ