Exhibit
10.5
KROLL
Government
Services, Inc.
SUBCONTRACTOR
ENGAGEMENT AGREEMENT
THIS
AGREEMENT (“Agreement”)
effective March 15, 2008 between Kroll Government Services,
Inc., a Delaware corporation, with its principal place of business
at 900 Third Avenue, New York, New York 10022 and elsewhere
(“Kroll”), and Michael G. Cherkasky
(“Contractor”) who resides at [Address].
WHEREAS
,
as the parties may mutually agree from time to time, Kroll may
retain Contractor on a non-exclusive basis to provide professional
services, which services shall be governed by the terms and
conditions of this Agreement.
NOW
THEREFORE , in
consideration of the foregoing premises, and the mutual covenants
and agreements contained herein, the parties agree as
follows:
1.
S ERVICES
TO
BE
P
ROVIDED
BY
C
ONTRACTOR
; C
ONFLICTS
OF
I
NTEREST
a)
Contractor’s services are to be of a quality consistent with
the highest levels of Contractor’s profession, and are to be
performed within the time, budget and other parameters mutually
established by Contractor and Kroll.
b)
Contractor warrants that during the period of engagement with
Kroll, Contractor shall not provide services for any business,
firm, company or entity, regardless of whether compensation is
provided, that would constitute a conflict of interest with its
work for Kroll. Contractor shall notify Kroll within 24 hours if
any potential conflict of interest arises during its retention by
Kroll. For the purposes of this Agreement, a “conflict of
interest” includes, but is not limited to, a conflict between
one’s obligations to KrolI and one’s own personal
interests or the interests of one’s family or other persons
with whom Contractor has business or personal relationships. A
conflict of interest may deter Contractor from acting in the best
interests of Kroll or influence Contractor to act in a way adverse
to Kroll’s interests. Such conflicts may include, but is not
limited to, the opportunity of financial or other material gain. It
includes the transmission of confidential information to third
parties. Kroll, at its sole discretion, shall determine if a
conflict of interest exists.
2.
C ONTRACTOR
’
S
R
EPRESENTATIONS
, W
ARRANTIES
AND
A
CKNOWLEDGMENTS
a)
Contractor warrants to Kroll that it will comply with all
applicable laws and regulations in its performance of services
under this Agreement. Contractor’s submission of any invoice
to KroIl shall constitute a representation to Kroll that services
to which that invoice relates were performed in accordance with all
applicable laws and regulations.
b)
Contractor will indemnify Kroll (including its officers, employees
and agents) against all claims, damages and costs (including
reasonable attorney’s fees and disbursements) resulting from
any actions by Contractor constituting negligence or unlawful
conduct.
c)
Contractor warrants that it will not trade securities of any
company on the basis of any material, nonpublic information it may
have received while working for Kroll.
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NAME
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Page 1 of 7
(Initial each page) Kroll /s/ JRS Contractor /s/ MGC.
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KROLL
Government
Services, Inc.
d)
Not used
e)
Not used
f)
Not used
g)
Not used
h)
Not used
i)
Not used
3.
C OMPENSATION
AND
E
XPENSES
Kroll shall
pay Contractor professional fees and expenses as set forth in
EXHIBIT A.
4.
A UDIT
For
purposes of reasonably ensuring compliance with the provisions of
this Agreement, Contractor agrees that, upon the request by Kroll
at any time during the term of this Agreement, Contractor will make
available for audit by an accounting firm mutually acceptable to
Kroll and Contractor, Contractor’s books, records and other
documentation related to its activities under this Agreement. A
copy of the report thereon by such accounting firm shall be
provided to Kroll. Kroll will pay any and all costs of any such
requested audit.
5.
D URATION
OF
A
GREEMENT
a)
This Agreement may be unilaterally terminated by Kroll or
Contractor at any time, for any reason whatsoever or for no reason
at all, upon 30 days prior written notice to the other
party.
b)
In addition, either party may terminate this Agreement by written
notice to the other upon the material breach by the other party,
provided that the party wishing to terminate the Agreement gives
the other party at least ten days notice of the alleged breach, and
allows that party the ten-day period in order to cure the
breach.
6.
N O
A
UTHORITY
TO
B
IND
K
ROLL
Contractor
shall have no authority to bind Kroll contractually or in any other
respect unless it first receives Kroll’s express written
authorization; any offer made or contract entered into by
Contractor without such prior authorization shall not be binding on
Kroll.
7.
I NDEPENDENT
C
ONTRACTOR
; N
O
A
GENCY
OR
E
MPLOYMENT
R
ELATIONSHIP
Contractor, in
performance of this Agreement is acting as an independent
contractor and not as an employee or agent of Kroll, and shall be
solely responsible for the payment of worker’s compensation,
unemployment insurance and all other taxes or costs relating to
services performed hereunder. Neither Contractor nor any of its
employees shall represent itself
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NAME
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Page 2 of 7
(Initial each page) Kroll /s/ JRS Contractor /s/ MGC.
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KROLL
Government
Services, Inc.
to anyone as
an employee of Kroll. Contractor acknowledges that its employees
are not entitled to receive any employee benefits of any kind from
Kroll.
8.
D ISCLOSURE
AND
C
ONFIDENTIALITY
; A
DVERTISING
AND
P
UBLICITY
; K
ROLL
N
AME
AND
L
OGO
a)
Except to the extent required by law, Contractor shall not disclose
to any other person (other than its attorneys or advisors) the
existence of or any of the details of this Agreement.
b)
Contractor acknowledges that, because the nature of its engagement
shall often involve highly confidential and sensitive information,
its work for Kroll creates a relationship of trust and confidence
between Kroll and itself. Contractor, therefore, agrees during the
life of this Agreement and following its termination as
follows:
(i)
to preserve the confidentiality and secrecy of and not directly or
indirectly to reveal, report, publish, transfer, communicate or
disclose any confidential or sensitive information in any manner
whatsoever, except with the prior written consent of Kroll;
and
(ii) not
to use any confidential or sensitive information in any manner
other than for the purpose of Kroll’s business;
and
(iii) to take
all reasonable steps to ensure that access to confidential or
sensitive information is appropriately restricted and that all
precautions are taken to ensure that confidential or sensitive
information is not in whole or in part disclosed without
authorization or misappropriated,
(iv) to abide
by any additional security and/or clearance requirements imposed by
the nature of the assignment and conveyed to the
Contractor.
“Confiden
