Exhibit 10.3
TRANSITION SERVICES AGREEMENT
This
Transition Services Agreement (“Agreement”) is entered
into effective as of April 30, 2008 between, Technology
Solutions Company, a Delaware corporation (“TSC”) and
EnteGreat Solutions, LLC, a Delaware limited liability company
(“EnteGreat”).
RECITALS
WHEREAS, TSC
and EnteGreat have entered into that certain Asset Purchase
Agreement (the “Purchase Agreement”); terms defined
therein having the same meaning when used herein pursuant to which
the TSC’s SAP Practice (“SAP Practice”) will be
sold by TSC to EnteGreat; and
WHEREAS, the
SAP Practice has been operated as a practice within TSC, and TSC
has provided various services to the SAP Practice; and
WHEREAS,
EnteGreat desires to continue to obtain various services from TSC
and TSC desires to continue to provide such services;
NOW,
THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as
follows:
ARTICLE 1
DEFINITIONS
Section 1.01 Defined Terms. In addition to the words and terms
defined in the Purchase Agreement which shall have the same meaning
when used herein, the following terms, as used herein, shall have
the following meanings:
“Transition Period” means the period commencing on the
Close Date and ending on the 31 st day of July,
2008; provided, however, that with respect to any Transition
Service, EnteGreat may, upon notice to TSC, either
(i) terminate the Transition Period as of any date prior to
the period provided for such services herein or (ii) extend
the Transition Period to a date beyond the period provided for such
services herein, but not later than the four (4) month
anniversary date of the Close Date.
“Transition Services” means, except as otherwise
provided herein, the service or services described in the
Transition Services Schedule(s) attached hereto.
1
ARTICLE 2
TRANSITION SERVICES
Section 2.01 Transition Services.
(a) During the Transition Period, TSC shall use its reasonable
best efforts to provide, or cause its Affiliates to use their
reasonable best efforts to provide, to EnteGreat or its Affiliates
all Transition Services in the manner and at a relative level of
service consistent in all material respects with that provided by
TSC or its Affiliates to the SAP Practice prior to the Close
Date.
(b) In
consideration of the provision of Transition Services hereunder,
EnteGreat shall pay to TSC an hourly rate in accordance with the
Hourly Rate Transition Services Schedule attached hereto, for such
resources’, at their scheduled cost, accumulated hours in
support of the Transition Services.
(c) Except as otherwise agreed, TSC shall invoice EnteGreat on
a bi-weekly basis for the Transition Services to be provided
hereunder, and payment shall be due fifteen (15) days after
invoice date.
(d) Notwithstanding the foregoing, (i) for any Transition
Services which include payment of payroll or wages to employees of
the SAP Practice, EnteGreat shall pay all necessary amounts
(including payroll taxes) to TSC prior to the payment thereof by
TSC and (ii) any charges to TSC from outside suppliers for the
provision of Transition Services shall be submitted by TSC to
EnteGreat for payment and, except as TSC may otherwise agree in
connection with any individual statement of charges which has been
submitted to TSC, EnteGreat hereby agrees to make payment therefor
either to such outside supplier in accordance with the payment
terms of such outside supplier or to TSC if TSC is required to pay
such outside supplier, (in which event such payment shall be made
on or before the date on which TSC notifies EnteGreat it intends to
make payment, or if TSC does not provide such notice, immediately
after TSC provides notice to EnteGreat that TSC has made such
payment).
(e) In
the event EnteGreat shall request TSC to continue to provide any
Transition Service beyond the expiration of the Transition Period,
TSC and EnteGreat shall negotiate in good faith and at arm’s
length the terms of any such extension, including fair market value
pricing for all such services.
Section 2.02 Records and Accounts. TSC shall maintain accurate
records and accounts of all transactions relating to the Transition
Services performed by it pursuant to this Agreement.
Section 2.03 Directors and Officers of EnteGreat and
TSC.
(a) The
services of TSC’s officers and employees which are rendered
to EnteGreat under this Agreement shall at all times be in
accordance with the historical business practice of the SAP
Practice.
2
(b) Nothing in this Agreement shall limit or restrict the
right of any of TSC’s directors, officers or employees to
engage in any other business or devote their time and attention in
part to the management or other aspects of any other business,
whether of a similar nature, or to limit or restrict the right of
TSC to engage in any other business or to render services of any
kind to any corporation, firm, individual, trust or association,
except as provided in the Purchase Agreement.
(c) Except as expressly provided as part of any Transition
Services hereunder, TSC shall have no authority pursuant to this
Agreement to commit EnteGreat or any of its Affiliates to any
obligation in any manner or to use EnteGreat’s name or to
enter into any contract or commitment on behalf of EnteGreat.
(d) Except as expressly provided as part of any Transition
Services hereunder, EnteGreat shall have no authority pursuant to
this Agreement to commit TSC or any of its Affiliates to any
obligation in any manner or to use TSC’s (except as provided
in the Purchase Agreement) name or to enter into any contract or
commitment on behalf of TSC.
Section 2.04 Limitation of Liability.
(a) TSC
shall have no liability whatso
| 
