EX-10.2 Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections

Confidentiality Agreement

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KANBAY INTERNATIONAL INC | Kanbay Europe Ltd.

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Title: EX-10.2 Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections
Date: 8/12/2005

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Exhibit 10

Exhibit 10.2

***Text Omitted and Filed Separately

with the Securities and Exchange Commission.

Confidential Treatment Requested

Under 17 C.F.R. Sections 200.80(b)(4)

and 240.24b-2.

RATE SCHEDULE

THIS RATE SCHEDULE IS MADE THIS 19th DAY OF APRIL 2005

Between:

HSBC Holdings plc whose registered office is 8 Canada Square, London, E14 5HQ (Registered Number 617987) which shall hereinafter be referred to as “HSBC”; and:

Kanbay Europe Ltd. of Compass House, Vision Park, Histon Cambridge, CB4 9AD UK (Registered Number 3282049) which shall hereinafter be referred to as “Consultant”.

WHEREAS

This Rate Schedule establishes the rates applicable to the Services to be delivered by Consultant and/or Consultant Affiliates to HSBC and/or HSBC Group Members during the Term hereof.

1 Introduction

1.1 Unless otherwise mutually agreed by the parties in writing, the Services affected by this Rate Schedule shall be delivered under the Consultancy Services Global Supply Agreement dated April 19th, 2005 between the parties (the “Terms and Conditions”). Unless otherwise stated herein, all capitalized terms appearing in this Rate Schedule shall have the meanings ascribed to them in the Terms and Conditions.

1.2 For the on-going management of this Rate Schedule, Consultant shall procure that Kanbay Incorporated Inc. (“Kanbay”) will undertake the responsibilities assigned to Kanbay hereunder.

1.3 The interpretation and construction of this Rate Schedule shall be subject to the following:

(a) reference to:

(i) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated; and

(ii) a party to this Rate Schedule or to any other document or agreement includes a permitted substitute or a permitted assign of that party;

(b) a singular word includes the plural, and vice versa;

(c) if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing; and

(d) the headings to clauses are for reference purposes only and shall not affect the interpretation or construction of the clauses.

2 Term

2.1 The term of this Rate Schedule (the “Term”) shall commence on April 1, 2005 (the “Effective Date”) and expire on December 31, 2007 (the “Expiration Date”).

2.2 HSBC and Kanbay shall commence good faith negotiations regarding the renewal or replacement of this Rate Schedule no later than six months before the Expiration Date. Consultant shall procure that Kanbay will commence such negotiations.

3 Commercial Terms

3.1 All Charges shall be as specified in the applicable SoW. Unless otherwise mutually agreed the Charges for any Services to be performed by Consultant Personnel on a time and materials basis shall be determined using the rates and terms specified in this Rate Schedule and in particular, those rates and terms set out in Exhibit A to this Rate Schedule.

3.2 HSBC and Consultant shall procure that when HSBC and/or HSBC Group Members and Consultant and/or Consultant Affiliates enter into SoWs, such SoWs shall be made in accordance with the rates and terms specified in this Rate Schedule.

4 Confidentiality

4.1 The signatories of this Rate Schedule shall and shall procure that their employees, agents and contractors and in the case of Consultant, the Consultant Affiliates and in the case of HSBC, the HSBC Group Members to, at all times, maintain strict confidentiality of the provisions of this Rate Schedule except (a) where required by law or regulation (including by the Financial Services Authority) to disclose such information; or (b) with the prior written consent of the other party. If a party should be required by law or regulation to make a disclosure of this Rate Schedule as referred to in clause 4.1(a), the disclosing party shall so far as lawful promptly inform the other party in writing of such a requirement and provide reasonable assistance if that other party wishes to challenge the requirement to make the disclosure.

4.2 HSBC and Consultant shall be permitted to disclose this Rate Schedule to HSBC Group Members and Consultant Affiliates provided such disclosure is strictly necessary for the purposes of or in connection with this Rate Schedule and/or the Terms and Conditions and/or a SoW and provided that HSBC and Consultant shall each ensure that HSBC Group Members and Consultant Affiliates respectively comply with the confidentiality requirements of this Rate Schedule as if they were parties to it.

4.3 Each party acknowledges that damages will not be an adequate remedy for any breach of Clause 4 and shall not seek to resist an application for an injunction in respect of any breach or threatened breach of Clause 4 on the grounds that there is an alternative adequate remedy in damages.

5 Termination

5.1 This Rate Schedule shall terminate:

5.1.1 immediately on the exercise by HSBC of any right in Clause 18.1 of the Terms and

Conditions;

5.1.2 subject to Clause 5.1.3, immediately on written notice by HSBC to Consultant if Consultant fails to cure any material or persistent default of any provision of this Rate Schedule within thirty (30) days of written notice requiring the default to be remedied;

5.1.3 immediately on written notice by HSBC to Consultant if Consultant commits a breach of Clauses 4, 6 or 8 of this Rate Schedule; or

5.1.4 upon HSBC providing to Consultant at least one hundred and eighty days (180) prior written notice of the termination of this Rate Schedule for any reason whatsoever (including for HSBC’s convenience).

5.2 For the avoidance of doubt, termination of this Rate Schedule shall subject to Clause 11.3, terminate the obligations in this Rate Schedule of Consultant and HSBC respectively. Notwithstanding the foregoing, in the event that HSBC terminates this Rate Schedule pursuant to Clause 5.1.4 above, HSBC’s payment obligations (if any) under Attachment 1 shall survive such termination, and HSBC shall make any such payments as described therein.

6 Publicity

6.1 Consultant shall not and shall procure that all Consultant Affiliates and Consultant Personnel do not, disclose the making of this Rate Schedule in any journal magazine or publication or any other medium or otherwise use HSBC’s or the HSBC Group Members’ names or logos (including any trade marks) in any of its advertising or publicity material without HSBC’s prior written consent which may be withheld or given in HSBC’s absolute discretion.

6.2 Notwithstanding Clause 6.1 however, Consultant and Consultant Affiliates may include a reference to the name of HSBC Holdings plc and/or the specific legal entity name of any HSBC Group Member which uses their Services (and not, for the avoidance of doubt, any of HSBC’s logos or trade marks or any reference to other HSBC Group Members) on their lists of clients.

7 Disputes

7.1 If at any time a dispute arises out of or in connection with this Rate Schedule, HSBC and the Consultant shall in the first instance meet in good faith with a view to resolving the dispute within a period of ten (10) Business Days from the day the dispute first arises.

7.2 Should the parties not be able to resolve the dispute within the ten (10) Business Days, then both parties shall refer the matter to their own appropriate level of senior management respectively for resolution.

7.3 If the relevant senior management are unable to resolve the dispute within a further ten (10) Business Days, then the parties will attempt to settle the dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. To initiate mediation the initiating party must give notice in writing to the other party and send a copy of the notice to CEDR. The mediation will start not later than ten (10) Business Days after the

notice. Subject to clause 7.5, the parties agree not to commence any court proceedings in relation to the dispute until they have attempted to settle the dispute by mediation and that mediation has either terminated or failed.

7.4 Unless otherwise agreed in writing, the costs of any mediation carried out pursuant to this clause 7 shall be shared equally between the parties.

7.5 Nothing in this Rate Schedule shall prevent either party from taking such action as it deems appropriate (including any application to a relevant court) for injunctive or other emergency or interim relief.

8 Assignment

8.1 Consultant shall not without the prior written consent of HSBC assign, sub-contract, transfer or part with any right or obligation under this Rate Schedule nor any part thereof nor delegate any of its responsibilities or obligations hereunder.

8.2 HSBC may assign, transfer, part with or sub-contract any of its rights, responsibilities or obligations under this Rate Schedule without the prior consent of the Consultant.

9 Variation

No variation to this Rate Schedule shall be effective unless in writing and signed by a duly authorised officer of each of HSBC and Consultant.

10 Counterparts

This Rate Schedule may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

11 General