Revenue Sharing Agreement

Exhibit 10.2


DATED AUGUST 12, 2005


(1) Elcom Systems Limited


(2) IMPAQ Business Solutions Limited


(3) PA Consulting Services Limited


(4) @UK plc


(5) PA Shared Services Limited


REVENUE SHARING AGREEMENT


- 1 -


Exhibit 10.2


CONTENTS


CLAUSE PAGE 1. INTERPRETATION....................................................... 4 2. COMMENCEMENT AND TERM................................................ 8 3. OBLIGATION OF PASSL.................................................. 9 4. OBLIGATIONS OF THE CONSORTIUM MEMBERS................................ 9 5. THE STEERING COMMITTEE AND AUTHORISED REPRSENTATIVES................. 10 6. COSTS RECOVERABLE THROUGH AGREED MECHANISM........................... 11 7. PSB SET UP COSTS..................................................... 12 8. VALUE ADDED SERVICES................................................. 12 9. SET OFF.............................................................. 13 10. INTEREST ON LATE PAYMENT............................................. 13 11. NO PARTNERSHIP AGENCY OR EMPLOYMENT.................................. 13 12. BANK ACCOUNT......................................................... 14 13. ACCOUNTS AND FINAL RECONCILIATION.................................... 14 14. LIABILITY OF THE PARTIES............................................. 16 15. EXPELLED PARTIES..................................................... 18 16. CONFIDENTIALITY...................................................... 19 17. TAXATION............................................................. 19 18. DISPUTES............................................................. 20 19. GENERAL.............................................................. 20 20. NOTICES.............................................................. 21 21. AMENDMENTS........................................................... 23 22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999......................... 24 23. GOVERNING LAW AND JURISDICTION....................................... 24


- 2 -


Exhibit 10.2


THIS AGREEMENT is made the 12th day of August 2005


BETWEEN:


1 Elcom Systems Limited (registered number 2838561) whose registered
office is at Forest House , 3-5 Horndean Road, Bracknell,RG12 0XQ;
("ELCOM")


2 IMPAQ Business Solutions Limited (registered number 03800294) whose
registered office is at Lantern House, Walnut Tree Close, Guildford,
Surrey, GU1 4TX; ("IMPAQ")


3 PA Consulting Services Limited (registered number 00414220) whose
registered office is at 123 Buckingham Palace Road, London SW1W 9SR;
("PACS") also the ("GUARANTOr").


4 @UK plc (registered number 03732253) Unit 5 Jupiter House Calleva
Park Aldermaston Reading RG7 8NN;("@UKPLC")


5 PA Shared Services Limited (registered number 05234104) whose
registered office is at 123 Buckingham Palace Road, London SW1W
9SR;("PASSL")


BACKGROUND:


(A) PASSL has signed or is due to sign a Framework Agreement with OGC which
obliges PASSL to provide and maintain an e-procurement system called the
Zanzibar System;


(B) PASSL has requested the assistance of various sub-contractors (the other
parties to this Agreement) to assist in the provision of the Zanzibar
System and to ensure compliance with their respective duties and
obligations under the Framework Agreement and other associated agreements;


(C) In consideration of PASSL signing the Framework Agreement and the
Consortium agreeing to provide certain services to PASSL, PASSL agrees,
subject to the terms of the Agreement, to reimburse each Consortium Member
certain defined set up costs and value added costs as incurred, and to
share Annual Subscriptions in agreed proportions; and


(D) The Guarantor has agreed to provide a performance guarantee in favour of
OGC and PSB's for PASSL's obligations under the Framework Agreement and
its associated agreements.


- 3 -


OPERATIVE PROVISIONS


1. INTERPRETATION


1.1 In this Agreement the following expressions shall have the following
meanings unless inconsistent with the context:


"ACCOUNTING PERIOD" Means the most recent quarter within a
financial year at any given time. For
the avoidance of doubt, the relevant
quarter end dates are the last Friday
in March, June, September and on the
31st December and the first Accounting
Period shall run from the Effective
Date to the first quarter end date to
occur following the Effective Date;


"ADDITIONAL RISK PREMIUM" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"AFFILIATE" Means in relation to a company, any
holding company, subsidiary,
subsidiary undertaking or fellow
subsidiary or subsidiary undertaking
or any other subsidiaries or
subsidiary undertakings of any such
holding company. For the purposes of
this definition the words "subsidiary"
and "holding company" shall have the
same meaning as in the Companies Act
1985;


"AGREED MECHANISM" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"AGREED PROPORTION" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"BUSINESS DAY" Means any day other than a Saturday or
Sunday or a public or bank holiday in
England;


"CENTRAL MANAGEMENT COSTS" Has the meaning set out in Schedule
OR "CMC" ERROR! REFERENCE SOURCE NOT FOUND.;


"COLLECTION ACCOUNT" Means the current or deposit accounts
to be


Page 4 of 25


opened by PASSL pursuant to
clause 12.1;


"CONSORTIUM MEMBER(s)" Means the individual parties that make
up the Consortium and such Consortium
Members are PACS, @UKplc, ELCOM and
IMPAQ;


"CONSORTIUM" Means those parties that on or around
the date of this Agreement have
entered into Sub-Framework Agreements
of even date for the purpose of
supplying and delivering the Zanzibar
System and associated services via
PASSL;


"CORE SET-UP COSTS" OR "CSUC" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"COSTS" Means the Core Set Up Costs, PSB
Hosting Costs, and Central Management
Costs;


"DEVELOPMENT POOL" Means the development pool specified
in section 5 of Schedule 4 of the
Framework Agreement;


"DIRECT COSTS" OR "DC" Means the direct costs as set out in
Schedule ERROR! REFERENCE SOURCE NOT
FOUND.;


"DISPUTE RESOLUTION PROCEDURE" Means the procedure contained in
Schedule ERROR! REFERENCE SOURCE NOT
FOUND.;


"EFFECTIVE DATE" Means the date of the last signature
to this Agreement;


"FRAMEWORK AGREEMENT" Means the Framework Agreement entered
into between PASSL and OGC of even
date;


"INTEREST INCOME" Means interest received or credited to
the Collection Account;


"LOAN" Means an intra-group loan facility
made by PACS to PASSL;


"OGC CHARGE" 2.5% of any amount invoiced by PASSL
to a PSB under any Service Provision
Agreements in any given Accounting
Period;


Page 5 of 25


"OGC" Means the counterparty to the
Framework Agreement, namely the Lords
Commissioners of Her Majesty's
Treasury as represented by
OGCbuying.solutions and includes its
successors or assigns;


"OTHER INCOME" OR "OE" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"PERFORMANCE GUARANTEE" Means the performance guarantee to be
provided by PACS in favour of OGC
guaranteeing the obligations of PASSL
under the Framework Agreement and
Service Provisions Agreements;


"PERFORMANCE INCENTIVES" Means the amounts payable to PSB's in
respect of service level breaches
pursuant to the Service Provision
Agreements;


"PSB HOSTING COSTS" OR "PSBHC" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"PSB SET-UP COSTS" Means the fees chargeable by a
Consortium Member for the set - up and
initial configuration of the Zanzibar
System for a PSB;


"PSB" Means any public sector body, buying
organisation or other body that has a
right to use the Zanzibar System with
whom PASSL enters into a Service
Provision Agreement;


"RELEVANT FUNDS" Has the meaning set out in Clause 7.2;


"RISK PREMIUM" Has the meaning set out in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;


"SERVICE PROVISION AGREEMENT" Has the same meaning as is defined in
the Framework Agreement;


"SERVICES" Means the services to be provided to
OGC or a


Page 6 of 25


PSB or supplier under the Framework
Agreement, Service Provision Agreement
or Supplier Agreement as the case may
be;


"STEERING COMMITTEE" Means the committee formed pursuant to
Clause 5;


"SUB-FRAMEWORK AGREEMENT" Means the framework agreements entered
into individually between each member
of the Consortium and PASSL of even
date which enable PASSL to provide the
Services;


"SUBSCRIPTION REVENUE" OR "SR" Means the revenue received by PASSL
from a PSB for use of the Zanzibar
System derived from the Annual
Subscription Charges as defined in the
Framework Agreement;


"SUPPLIERS" Has the same meaning as it is defined
in the Framework Agreement;


"SUPPLIER AGREEMENT" Has the same meaning as it is defined
in the Framework Agreement;


"VALUE ADDED RELEVANT FUNDS" Has the meaning set out in Clause 8.2;


"VALUE ADDED SERVICE" Has the meaning specified in Schedule
4 of the Framework Agreement;


"VOLUME DISCOUNT" Has the meaning specified in Schedule
4 of the Framework Agreement;


"WARRANTY RETENTION" Means a percentage of the revenue from
the Services that is received by PASSL
which is retained to cover potential
warranty or indemnity claims more
particularly described in Schedule
ERROR! REFERENCE SOURCE NOT FOUND.;
and


"ZANZIBAR SYSTEM" Has the same meaning as it is defined
in the


Page 7 of 25


Framework Agreement.


1.2 Any reference to a statute or statutory provision shall be construed as a
reference to the same as from time to time amended, modified, extended,
re-enacted, consolidated, or replaced.


1.3 The headings to the clauses and Schedules of this Agreement are for
convenience only and shall not affect its construction or interpretation.


1.4 In this Agreement the masculine includes the feminine and the neuter, and
the singular includes the plural and vice versa as the context shall admit
or require.


1.5 References to "parties" are references to the parties to this Agreement as
may be varied from time to time, and the expression "person" means any
individual, firm, body corporate, unincorporated association, partnership,
government, state or agency of a state or joint venture.


1.6 Any obligations on a party not to do or omit to do anything includes an
obligation not to allow that thing to be done or omitted.


1.7 References to "consent" or words to similar effect mean a consent given in
advance in writing signed by or on behalf of the party whose consent is to
be given.


1.8 References to "goods" include any plant, tools or equipment.


2. COMMENCEMENT AND TERM


2.1 This Agreement shall commence on the Effective Date and shall expire when
the Framework Agreement and Service Provision Agreements terminate, expire
or are novated to OGC (or any third party other than an Affiliate of
PASSL) whichever is the later and when all Subscription Revenue, Risk
Premium and Additional Risk Premium and any interest thereon have been
distributed that arise from the Framework Agreement and its associated
documents.


2.2 The provisions of Clauses 11, 13, 14, 14.9, 16, 18 19, 20, 21, 22 and 23
shall continue to bind the parties following expiration of this Agreement
or expulsion of any party pursuant to Clause 14.9 or otherwise and all
other clauses in this Agreement which expressly or impliedly have effect
after termination shall continue to be enforceable notwithstanding
termination.


Page 8 of 25


3. OBLIGATION OF PASSL


3.1 PASSL shall at all times comply with the Framework Agreement, the
Sub-Framework Agreements and the Service Provision Agreements.


3.2 PASSL has agreed to be the counterparty to all agreements with the OGC,
PSB's and Suppliers in reliance upon the commitments of Consortium Members
set out in the Sub-Framework Agreements.


3.3 In consideration of the Consortium Members providing the Services in
accordance with the Sub-Framework Agreements, PASSL shall:


3.3.1 Pay each of the Consortium Members the PSB Set Up Costs and costs
for the Value Added Services subject to the terms of ...