JOINT MARKETING AND ALLIANCE AGREEMENT

THIS JOINT MARKETING AND ALLIANCE AGREEMENT (this Agreement) is made and entered into as of October 7, 2003 (the Effective Date), by and among Answerthink, Inc., a Florida corporation, with offices at 1001 Brickell Bay, Suite 3000, Miami, Florida 33131 (Answerthink), The Hackett Group, Inc., an Ohio corporation and a wholly-owned subsidiary of Answerthink (Hackett), and Accenture LLP, an Illinois general partnership registered as a limited liability partnership, with an office at Suite 1300, 100 Peachtree Street, NE, Atlanta, GA 30303 (Accenture).

ARTICLE 1

OVERVIEW

1.1 Background. Answerthink provides the following services to clients: strategy formulation, business case development, business process design, process improvement, systems design and implementation (including, without limitation, package or custom software design and package or custom software implementation), organization design, and organization change (collectively referred to as Answerthink Services).

Hackett, a wholly-owned subsidiary of Answerthink, is a developer, marketer, and provider of benchmarking services which measure and evaluate the practices and performance of a business enterprise as compared to other enterprises practices and performances (Hackett Benchmarking Services) and best practice related published research and executive education (collectively referred to as Hackett Research and Education Services and, collectively with Hackett Benchmarking Services, as Hackett Services).

Accenture provides services to clients, including, but not limited to, systems design and management, modifications to clients current business systems and processes, identification of operational strategies, implementation and conversion assistance, organization design and conversion training, outsourcing, designing, developing and providing application software systems, support, installation services and education to clients, and integrating its services and those supplied by other vendors to meet the needs of clients (collectively referred to as Accenture Services).

1.2 Purpose. The parties wish to form a joint marketing and alliance relationship (the Alliance) in order to increase the value delivered to existing clients and the probability of winning new clients. The parties will attempt to further this purpose through joint marketing, business development, solution delivery and relationship management activities The parties may also, pursuant to a separately negotiated agreement, engage in capability or asset development efforts.

1.3 Scope of Business Development Efforts. The services scope of this alliance is primarily focused on the Answerthink Services and the Hackett Benchmarking Services (collectively, the Alliance Services) related to the functional areas listed on Exhibit A (collectively, the Alliance Functional Areas). The functional scope of this Alliance shall be limited to Alliance Functional Areas in any industry; provided, however, pursuant to Article 4

hereof, the parties may explore additional functional areas and, from time to time, modify Exhibit A to reflect functional areas added to the scope of the Alliance as agreed by the parties. The initial focus of the parties business development efforts will be primarily on the Products, Communications & High Tech, and Resources industries. The Government and Financial Services sectors will be a secondary focus. Initially, the geographic scope of this Alliance will be North America, although the parties intend to expand that geographic scope as opportunities, individual resources and joint plans evolve.

1.4 Expansion of Geographic Scope and Implementation In Other Countries. In order to implement the Alliance on a global scale, the parties plan to enter into local country addenda between their Affiliates in other geographies, as agreed from time-to-time. Accenture Affiliate means any entity, whether incorporated or not, that is controlled by, under common control with, or controls Accentures ultimate parent company, Accenture Ltd. Answerthink Affiliate means any entity, whether incorporated or not, that is controlled by, under common control with, or controls Answerthink. Control means the ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise. Specific implementation of this relationship in countries other than the United States may require that Accenture and/or an Accenture Affiliate in the country execute a local country addendum with Answerthink and Hackett and/or an Answerthink Affiliate in such country. The parties intend that such addenda will not modify the terms of this Agreement, except to the extent necessary to reflect local and/or governmental business conditions and legal requirements, and will not relieve the parties of financial responsibility to one another for Alliance activities.

1.5 Nature of Relationship. Nothing in this Agreement or any related documents is intended to, or shall be deemed to create a corporation, partnership, joint venture, or other legal entity of any kind or for any purpose as between the parties. Neither party shall have any authority to, or shall attempt to, bind or commit the other party for any purpose without the express written consent of the other.

1.6 Other Opportunities. Answerthink and Hackett will not enter into an alliance or joint proposal with any competitor of Accenture that includes Alliance Services in the Alliance Functional Areas and would use Hacketts Benchmarking Services within the scope of the alliance or joint proposal. Notwithstanding the foregoing, each party shall, at all times remain free to decline to pursue a specific opportunity in its discretion and may work with another product or services provider based on a client request.

1.7 Other Relationships. This Agreement is expressly made subject to, and does not interfere with or alter, those existing relationships or contractual obligations between each party (or its Affiliates) and its partners, clients, service providers and other third parties, which are disclosed on Exhibit F.

ARTICLE 2

TEAMING

2.1 Teaming Relationships. With respect to certain clients, Answerthink and Hackett will be the provider of Hackett Benchmarking Services to clients, while Accenture will

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC