EXE TECHNOLOGIES, INC.
MASTER CONTRACTOR AGREEMENT
This Master Contractor Agreement (this
"Agreement") is entered into on this _____day of
____________, 2001 (the "Effective Date"), by
and between EXE TECHNOLOGIES, INC., a
Delaware corporation with offices located at
8787 Stemmons Freeway, Dallas, TX 75247
("EXE"), and ANAVIDERE TECHNOLOGIES,
INC., with offices located at 12005 Ford Road,
Suite 585, Dallas, TX 75234 ("Contractor").
BACKGROUND
EXE is in the business of developing and
licensing supply chain execution software (the
"Software"), and providing professional services
to customers in connection with the Software
including implementation, customization,
technical consulting, engineering and
maintenance and support services.
Contractor is in the business of providing
professional services directed towards the
development, implementation and installation of
software.
The parties desire to establish a relationship
whereby Contractor shall supply personnel to
EXE, upon EXE's request, and such personnel
shall work as independent contractors for EXE,
performing professional services with respect to
the Software and other software and systems
for the benefit of EXE and EXE's customers
(each being a "Customer" and collectively, the
"Customers").
NOW THEREFORE, in consideration of the
foregoing premises and the mutual covenants
and obligations contained herein, and intending
to be legally bound, the parties hereby agree as
follows:
1. Appointment. EXE hereby retains
Contractor to supply personnel to EXE, upon
EXE's request. Contractor hereby accepts such
engagement. Such personnel shall work as
independent contractors for EXE and perform
professional services with respect to the
Software and other software and systems for
the benefit of EXE and the Customers (such
personnel being the "Consultants"). EXE shall
issue a Personnel Request Form substantially in
the form attached hereto as Exhibit A for each
Anavidere Technologies, Inc. Master Contractor Agreement
EXE Technologies Inc.
project, assignment or other matter that EXE
desires Contractor to supply personnel.
2. Personnel. Contractor shall supply all
the Consultants, including any necessary
subcontractors necessary to meet each
Personnel Request Form. EXE shall have the
right to pre-approve any and all Consultants.
2.1 The Consultants shall observe the
working hours, working rules and holiday
schedules of the Customer while working on the
Customer's premises. EXE shall have the right
to direct the replacement of any Consultant at
any time. Contractor shall replace such
Consultant with properly qualified personnel as
soon as reasonably practical.
2.2 The parties acknowledge that
Contractor and the Consultants are independent
contractors of EXE. Neither Contractor nor any
of its employees or agents or employees of, and
have no right or authority to create any
obligation, express or implied, on behalf of EXE,
or to bind EXE in any manner whatsoever.
2.3 Contractor shall be responsible for the
payment of any and all compensation due to the
Consultants and any and all taxes due as a
result of the performance of services by the
Consultants and the payments under this
Agreement. Contractor acknowledges that
Contractor has the sole responsibility to report
as income all compensation received under this
Agreement. Contractor shall indemnify and hold
harmless EXE and the Customers from and
against all claims, damages, losses, fines,
interest, penalties and reasonable expenses of
attorneys and other professionals relating to any
obligation to pay any withholding taxes, social
security, unemployment or disability insurance
or similar charges or impounds in connection
with any payments made to Contractor under
this Agreement.
3. Term. This Agreement commences on
the Effective Date and shall continue until
terminated in accordance with Section 14.
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Contract No. KMKY-4ZZP5Z
4. Terms and Conditions. This
Agreement and any Personnel Request Form
issued by EXE contain all of the terms and
conditions that apply to the provision of services
by Contractor and the Consultants pursuant to
this Agreement. No acknowledgment or other
business forms transmitted by Contractor shall
amend this Agreement, whether received,
accepted, approved or signed by EXE. All
Contractor acknowledgments and transmittals
must reference this Agreement and the
applicable Personnel Request Form.
5. Supervisor.
5.1 EXE shall supervise all work performed
by the Consultants. EXE reserves the right to
reject services provided by the Consultants at
any time, if the services are not delivered in a
timely manner in accordance with the directions
of EXE. If EXE determines that services
performed by a Consultant do not conform to
EXE's directions, then EXE will notify Contractor
in writing, and Contractor shall have ten (10)
working days from the date of EXE's notification
to cure any deficiencies at no cost to EXE. If
Contractor fails to cure such deficiencies within
such time period, EXE shall not be required to
pay Contractor for such deficient services.
6. Payment.
6.1 As full compensation and consideration
to the Contractor and the Consultants, EXE
shall pay Contractor the amounts calculated in
accordance with the hourly rates specified in
Exhibit A.
6.2 Contractor shall bill EXE only for the
actual and approved time that each Consultant
performs services for EXE. If a Consultant
experiences down time during normal working
hours, then Contractor shall not bill EXE for
such down time. Contractor shall cause each
Consultant to submit, for approval on a weekly
basis, time reports to the EXE manager
supervising the Consultant in such formats as
EXE may specify from time to time.
6.3 Any out-of-pocket expenses incurred by
Contractor or the Consultants in connection with
this Agreement shall be the sole responsibility of
Contractor, unless otherwise approved in writing
by EXE prior to Contractor or the Consultants
incurring such expenses; provided that, in the
case of pre-approved expenses, EXE shall pay
Anavidere Technologies, Inc. Master Contractor Agreement
EXE Technologies Inc.
only for actual, documented expenses incurred
by Contractor and the Consultants at reasonable
rates.
6.4 Contractor shall submit an invoice
weeklymonthly to EXE, in a format approved by
EXE, containing a detailed description of the
work performed and the amount of approved
billable time and any other applicable
documentation, together with receipts or other
documentation supporting reimbursable
expenses previously approved by EXE.
6.5 EXE shall pay amounts due under this
Agreement within thirty (30) days after the
receipt by EXE of the applicable invoice.
Payments are considered made by EXE on the
date of mailing as evidenced by postmark.
6.6 Contractor shall promptly pay the
Consultants for all work performed. If
Contractor does not pay the Consultants on a
current basis for work performed on behalf of
EXE, then such nonpayment shall be deemed a
material breach of this Agreement and shall
entitle EXE, in addition to all other remedies, to:
(a) withhold all further payments to Contractor;
(b) contract directly with such Consultants to
complete the services; and (c) set off any
payments made directly to such Consultants by
EXE against any amounts owed to Contractor
under this Agreement.
7. Warranties.
7.1 Contractor warrants that: (a) the
Consultants shall be fully qualified to perform
services for EXE; and (b) the Consultants shall
perform services in a professional and
workmanlike manner, in accordance with all
applicable laws and the highest industry
standards. In the event of breach of either of
the foregoing warranties, without limiting any
other remedy that may available to EXE,
Contractor shall refund any compensation paid
by EXE relating to the unqualified Consultant or
nonconforming services and immediately
provide, at EXE's option, replacement
Consultants to perform the services for EXE.
7.2 Contractor warrants that any software
that it supplies (by itself or through its
Consultants) under the terms of this Agreement
will accurately, correctly and consistently
manage, manipulate, accept, process, calculate,
compare, sequence, store and retrieve date and
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Contract No. KMKY-4ZZP5Z
time data without malfunctioning or ceasing to
function or without generating incorrect values
or invalid results prior to, during and after the
calendar year 2000 A.D. In the event that such
software fails to conform to such warranty,
without limiting any other remedy that may
available to EXE, Contractor shall, at EXE's
option, promptly: (1) bring the software into
compliance with the foregoing warranty at
Contractor's expense; or (2) refund any
compensation paid by EXE relating to the
nonconforming software and reimburse EXE its
additional cost of obtaining replacement
software upon receipt of invoice.
7.3 Contractor represents and warrants
that: (a) Contractor and the Consultants will
supply only original work product (the "Work
Product") and such Work Product shall not
infringe upon any patent, copyright, trade secret
or other proprietary right of any third party; (b)
Contractor and the Consultants have the right to
disclose and use all information used by
Contractor and the Consultants in the
performance of services and the development of
any Work Product under this Agreement; and (c)
Contractor and its subcontractors have the right
to assign all right, title and interest in and to all
Work Product.
8. Ownership. Contractor acknowledges
that all Work Product created by the Consultants
under this Agreement will be the sole and
exclusive property of EXE. In support of the
foregoing acknowledgment, Contractor hereby
agrees that to the greatest extent possible, all
Work Product shall be considered works for hire
in favor of EXE within the meaning of applicable
copyright laws. To the extent that Contractor
retains any rights in the Work Product under
patent, copyright, trade secret, trademark or
other law governing proprietary rights,
Contractor hereby irrevocably transfers and
assigns to EXE all right, title, and interest in and
to the Work Product and in all related patent,
copyright, trade secret, trademark and other
proprietary rights. At EXE's request and
expense, during and after the period during
which Contractor is rendering services for EXE,
Contractor shall assist and cooperate with EXE
in all reasonable respects to enable EXE to
acquire, transfer, maintain, perfect, and enforce
patent, copyright, trade secret, trademark, and
other legal protection for the Work Product.
Such assistance shall include signing all
applications for copyrights and patents and
other papers, cooperating in legal proceedings
Anavidere Technologies, Inc. Master Contractor Agreement
EXE Technologies Inc.
and taking any other steps considered desirable
by EXE. Contractor shall not permit any
Consultant to perform services for EXE without
first obtaining a fully executed written agreement
that contains a provision that is substantially
similar to this Section 8. Contractor shall supply
copies of such written agreements to EXE upon
EXE's request.
9. Non-Discrimination. Contractor shall
not discriminate in any manner against any
individual because of race, color, religion,
national origin, age, sex or handicap.
Contractor, in performing under this Agreement,
will comply with all applicable laws, rules and
regulations concerning the prohibition of
discrimination in employment.
10. Confidentiality. Without the prior
written consent of an officer of EXE, except as
shall be necessary in the performance of
Contractor's assigned duties, Contractor shall
not disclose or use for Contractor's direct or
indirect benefit or the direct or indirect benefit of
any third party, and Contractor shall maintain,
both during and after Contractor's engagement,
the confidentiality of, any and all Confidential
Information (as hereinafter defined) of EXE.
"Confidential Information" means any
information (written, oral or stored in any
information storage and/or retrieval medium or
device) that EXE treats as confidential or
proprietary, including, but not limited to, all Work
Product or any other information relating to
research, processes, inventions, products,
methods, formulae, algorithms, computer codes
or instructions, software, documentation,
equipment, costs, customer lists, business
studies, business procedures, and finances, and
any other materials that have not been made
available to the general public. Failure to mark
any Confidential Information as confidential or
proprietary shall not affect its status as
Confidential Information under the terms of this
Agreement. Upon the request of EXE,
Contractor shall return all such Confidential
Information in its possession or control.
Contractor shall require all Consultants who
perform services for EXE to execute a
Confidentiality Agreement in the form attached
hereto as Exhibit B.
11. Non-solicitation. During the term of
this Agreement, neither EXE nor Contractor
shall hire, solicit, or attempt to solicit the
services of any employee or contractor of the
other party without the prior written consent of
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Contract No. KMKY-4ZZP5Z
the other party. Violation of this provision shall
entitle the non-violating party to receive from the
violating party, as liquidated damages, an
amount equal to fifty percent (50%) of the
solicited person's annual compensation. The
parties acknowledge that such liquidated
damages are a fair and reasonable estimate of
damages to either party in the event of breach
of this Section 11.
12. Indemnification.
12.1 Contractor shall indemnify, hold
harmless and, at EXE's request, defend EXE
and EXE's affiliates, directors, officers,
employees, agents, independent contractors
and Customers from and against any claims,
damages, losses and expenses (including court
costs and reasonable fees of attorneys and
other professionals) arising out of or resulting
from: (a) any breach of any of Contractor's
warranties, covenants or other obligations under
this Agreement; (b) any claims that services
supplied by the Consultants or Work Product
furnished hereunder infringe or misappropriate
any patent, copyright, trade secret, trademark or
any other proprietary right; and (c) the
negligence or willful misconduct of Contractor or
the Consultants; provided that EXE notifies
Contractor of such claims and provides
Contractor with reasonable assistance to defend
or settle such claims, at Contractor's sole
expense. EXE expressly reserves the right to
retain separate counsel at EXE's own expense
to participate in the defense or settlement of
such claims.
13. Insurance.
13.1 Contractor shall, at its sole expense,
obtain and maintain the following insurance
containing provisions reasonably satisfactory to
EXE:
13.1.1 Workers Compensation & Employer's
Liability:
As required under the laws of the states
in which the work is performed with
employer's liability limit not less than
Five Hundred Thousand Dollars
($500,000) per occurrence/annual
aggregate.
13.1.2 Commercial General Liability:
Anavidere Technologies, Inc. Master Contractor Agreement
EXE Technologies Inc.
Covering all operations of Contractor
including product and completed
operations and contractual liability
against claims for personal bodily injury
and property damage with a combined
single limit of not less than Two Million
Dollars ($2,000,000).
13.1.3 Errors & Omission Insurance:
Covering loss or damage arising from
negligent acts or errors or omissions,
which arise from services provided by
Contractor or its Consultants under this
Agreement with limits not less than One
Million Dollars ($1,000,000) per
occurrence.
13.2 Each liability insurance policy obtained
by Contractor shall name EXE as an "additional
insured."
13.3 Prior to the execution of this Agreement
and thereafter as reasonably requested by EXE,
Contractor shall furnish EXE with Certificates of
Insurance or, upon request, copies of such
policies. Certificates of Insurance shall indicate
that all required insurance is in force, the
amount of the insurance coverage, the nature of
such coverage and the expiration date of each
insurance policy. EXE shall have the discretion
to reject any material change to any Certificate
of Insurance required by this Agreement. Any
approval by EXE of any insurance policies will
not relieve Contractor of any responsibility
hereunder, including but not limited to, claims in
excess of limits and coverages described above.
14. Termination.
14.1 EXE may terminate the services of any
Consultant at any time by giving written notice to
Contractor of such termination.
14.2 This Agreement may be terminated by
EXE: (a) without cause, upon thirty (30) days
prior notice; or (b) immediately by notice to
Contractor, upon the liquidation or dissolution of
Contractor, upon the sale or transfer of all or
substantially all of Contractor's assets to a third
party, or upon any form of merger by Contractor
with any third party; but only if such third party
offers products and services that are competitive
with EXE’s products or services.
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Contract No. KMKY-4ZZP5Z
14.3 This Agreement may be terminated by
either party: (a) immediately, by notice to the
other party, upon a material breach by other
party, if such breach cannot be remedied; or (b)
by notice to the other party, if the other party
fails to cure any material remediable breach of
this Agreement within thirty (30) days after
receipt of notice of such breach.
14.4 Upon any termination of this Agreement,
Contractor shall cooperate with EXE as
necessary to effect an orderly transition to new
personnel. Sections 7, 8, 10, 12, 17, 18, 20, 21,
23 and this Section 14.4 shall survive the
termination and expiration of this Agreement for
any reason in accordance with their respective
terms.
15. Assignment. Contractor may not
assign or delegate any of its rights or obligations
under this Agreement, either in whole or in part,
without the prior written consent of EXE. Any
assignment or delegation by Contractor without
such consent shall be null and void, and shall
give EXE the right immediately to terminate this
Agreement without liability for services
performed after such termination. The rights and
liabilities of the parties hereto will be binding
upon and inure to the parties' permitted
successors and assigns.
16. Compliance with Law. Contractor
shall comply with, and shall cause the
Consultants to comply with, all applicable state,
federal and local laws including, but not limited
to, laws and regulations covering wages, hours
of work and payroll withholding. Contractor shall
acquire and maintain in good standing, and at its
sole expense, all permits, licenses and other
entitlements required of it in the performance of
services under this Agreement.
17. Enforcement. Contractor
acknowledges that: (a) EXE will suffer
irreparable harm that will not be adequately
compensated by money damages in the event
of a breach or threatened breach of Sections 8
and/or 10; and (b) EXE shall be entitled to
equitable remedies to enforce such Sections in
addition to any other rights and remedies that
EXE may have under this Agreement or at law
or equity. In support of the foregoing
acknowledgments, Contractor shall not object
to, and hereby waives any objection that
Contractor may have to, EXE's application to a
court of competent jurisdiction for equitable
remedies arising out of Contractor's breach of
Anavidere Technologies, Inc. Master Contractor Agreement
EXE Technologies Inc.
such Sections on any basis including, without
limitation, adequate remedy at law, no likelihood
of success on the merits or balancing of the
equities.
18. Limitation of Liability. IN NO EVENT
SHALL EXE BE LIABLE TO CONTRACTOR
OR TO ANY OTHER PERSON OR ENTITY
FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR CONSEQUENTIAL DAMAGES
WHETHER IN TORT, CONTRACT OR
OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
19. No Use of EXE's Name. Contractor
shall not use EXE's name in any form of
publicity or release without EXE's prior written
approval in its sole discretion.
20. Governing Laws. This Agreement will
be governed by and construed in accordance
with the laws of the State of Texas, without
regard for the conflicts of law principles of any
jurisdiction.
21. Consent to Forum, Etc. The state and
federal courts located in the Northern District of
the State of Texas, Dallas Division, shall have
exclusive jurisdiction over any dispute or
controversy arising under or related to this
Agreement. Contractor hereby consents to the
personal and exclusive jurisdiction of such
courts and hereby waives any objection that
Contractor may have to the laying of venue of
any such proceeding and any claim or defense
of inconvenient forum.
22. Waiver. The failure of EXE to enforce
at any time the provisions of this Agreement, to
exercise any election or option provided herein,
or to require at any time the performance by
Contractor of any provisions herein will not in
any way be construed to be a waiver of such
provisions.
23. Notices. Any notice required under this
Agreement will be in writing and will be sent to:
(a) in the case of EXE, EXE Technologies, Inc.,
8787 Stemmons Freeway, Dallas, Texas 75247,
Attn.: C.F.O, Facsimile: 214-775-0913; and (b)
in the case of Contractor, to the address
specified in the applicable Exhibit A. Notices will
be effective when received and will be sent via
facsimile, certified or registered mail, return
receipt requested, or via overnight carrier.
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Contract No. KMKY-4ZZP5Z
24. Severability. If any provision of this
Agreement will be held illegal, unenforceable, or
in conflict with any law of a federal, state, or
local government having jurisdiction over this
Agreement, then the validity of the remaining
portions or provisions hereof shall not be
affected thereby.

25. Entire Agreement. This Agreement

and the Exhibits and Statements of Work hereto
constitute the entire agreement of the parties
and supersede all prior or contemporaneous oral
or written agreements, communications,
proposals and representations with respect to its
subject matter and prevail over any conflicting or
additional terms of any quotation, order,
acknowledgment, or similar communication
between the parties during the term of this
Agreement. This Agreement may only be
modified by a written document executed by
both parties.

IN WITNESS WHEREOF, the parties hereto

have executed this Agreement on the day and
year first above written.

EXE TECHNOLOGIES, INC.

By:

Name:

Title:

ANAVIDERE TECHNOLOGIES, INC.

By:

Name:

Title:

Anavidere Technologies, Inc. Master Contractor Agreement Page 6

EXE Technologies Inc. Contract No. KMKY-4ZZP5Z
 EXHIBIT A

PERSONNEL REQUEST FORM

EXE hereby requests that Contractor supply the following Consultants with the following
qualifications to EXE in accordance with the terms of the Master Contractor Agreement, dated
, 2001, between EXE and Contractor.

1. Contractor Name: Anavidere Technologies, Inc.

2. Contractor Address and Contact Info: 12005 Ford Road, Suite 585

Dallas, TX 75247

Attention: ___________________

Telephone: _____________

Facsimile: ______________

3. Title or Name, hourly rate, project(s) and qualifications for each Consultant

[COMPLETE AS APPLICABLE]

Title/Name Hourly Rate Qualifications

Project Manager $145 Minimum 5 years Experience

Senior Operations Consultant $145 Minimum 5 Years Experience

Operations Consultant $125 Minimum 3 Years Experience

Technical Analyst/Developer $110 Minimum 3 Years Experience

Junior Technical Analyst/Developer $100 Minimum 1 Year Experience

Anavidere Technologies, Inc. Master Contractor Agreement Page A -1

EXE Technologies Inc. Contract No. KMKY-4ZZP5Z
 EXHIBIT B

CONFIDENTIALITY AGREEMENT

The undersigned will be performing services as an employee or subcontractor of

[INSERT NAME OF CONTRACTOR] ("Contractor") and on behalf of EXE Technologies, Inc.
("EXE") in connection with a Master Contractor Agreement between Contractor and EXE (the
"Services"). Intending to be legally bound, the undersigned agrees as follows:

1. During and after my employment or engagement by Contractor, I will not disclose or

use for my direct or indirect benefit or the direct or indirect benefit of a third party, and I will use my
best efforts to maintain, the confidentiality of all confidential information that I acquire in connection
with the Services. In general, "confidential information" means any information that Contractor,
EXE or any customer of EXE for whom Services are performed, treats as confidential. Failure to
mark any confidential information as confidential or proprietary will not affect its status as
confidential information under the terms of this Agreement.

2. I acknowledge that all work product and other materials I create relating to the
Services ("Work Product") shall be the exclusive property of EXE and shall, to the greatest extent
possible, be considered to be works for hire within the meaning of applicable copyright laws. To
the extent that I retain any interest whatsoever in any Work Product, including any Work Product
that may not be considered to be a work for hire, I irrevocably assign and transfer to EXE any and
all right, title and interest that I may have in such Work Product, in perpetuity or for the longest
period otherwise permitted by law without the necessity of further consideration.

3. I represent and warrant to Contractor and EXE that I have not previously
assigned, licensed or otherwise transferred any rights in the Work Product to any other party. I
further represent and warrant that the publication of any work product will not violate any copyright
law, infringe in any way the literary property or proprietary rights of another, or contain libelous
matter.

4. At the request and sole expense of EXE, I will assist EXE in acquiring and
maintaining copyright protection upon, and confirming EXE's title to, any and all Work Product.

By:

Name:

Date:

Anavidere Technologies, Inc. Master Contractor Agreement Page B - 1

EXE Technologies Inc. Contract No. KMKY-4ZZP5Z