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Confidential

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MASTER TEAMING AGREEMENT


between
"TEAMING PARTNER"
and
XXXXXX COMPUTER CORPORATION
This Master Teaming Agreement is by and between "Teaming Partner" (""Teaming Partner" ") and
XXXXXX Computer Corporation (XXXXXX) (collectively the Parties) is made and effective this
___ day of ______________ (the Effective Date).
WHEREAS the Parties have identified potential opportunities where their complementary capabilities
would assist each other in marketing services to potential customers.
WHEREAS the Parties wish to provide for business process and contractual vehicle templates to assist
and streamline the processes for engaging in those opportunities in a complimentary manner.
NOW THEREFORE, in consideration of the mutual covenants and other valuable consideration, the
Parties agree as follows:
1. PURPOSE: This Master Teaming Agreement between "TEAMING PARTNER" and XXXXXX
establishes the business relationship and responsibilities of the Parties wherein each Party has
complementary capabilities that may or may not be available within their respective organizations
but for which it may be mutually determined that each Party would benefit from the other by
forming a team to obtain business in a specific customer situation. The Parties agree to use the use
the businesses processes set forth in this Master Teaming Agreement to determine if forming a
team for the specific business situation is to their mutual benefit. Neither Party is under any
obligation to agree to form a team for any specific business situation.
2. PROCESS: Should either Party believe that a specific business situation merits forming a team
pursuant to this Master Teaming Agreement, such Party shall notify the other Party of the
opportunity in sufficient detail so as to permit an appropriate sales qualification process to be
completed. The receiving Party shall promptly review the opportunity information, and advise the
notifying Party of its decision to proceed with or to decline the opportunity. If the receiving Party
elects to proceed, then the Parties shall mutually agree on the business model in which to proceed.
The Parties anticipate that for most business situations the business model shall either be
XXXXXX as prime contractor, "TEAMING PARTNER" as prime contractor or the parties
acting as dual contractors with the customer. In the event that the business model of XXXXXX as
prime contractor is elected, the parties shall negotiate a Teaming Agreement using the form set
forth in Exhibit A to this Master Teaming Agreement as the template. In the event that the
business model of dual contractors is elected, the parties shall negotiate a Teaming Agreement
using the form set forth in Exhibit B to this Master Teaming Agreement as the template. In the
event that any other business model is elected, then the Parties shall mutually determine a process
to negotiate a Teaming Agreement appropriate to that business model. The parties anticipate that
some changes to the templates will be required for individual situations, as each situation is likely
to be different. Teaming Agreements must be executed by authorized officials of the Parties. At
any time during such negotiations of a Teaming Agreement applicable to a specific business
opportunity, either Party may terminate the negotiations for its convenience by notice to the other
Party without cost or liability.
"TEAMING PARTNER" /XXXXXX TEAM

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3. COSTS: Any and all costs, expenses, or liabilities of either "TEAMING PARTNER" or
XXXXXX arising out of notifications, reviews, negotiations, or negotiation terminations under this
Master Teaming Agreement shall be borne by each Party separately and individually. Neither Party
shall be liable or obligated to the other for any such cost, expense, or liability.
4. TERM: This Master Teaming Agreement shall commence on the Effective Date, and shall
continue until terminated by thirty (30) day written notice to the other Party. Termination of this
Master Teaming Agreement shall not terminate any Teaming Agreement previously executed by
the Parties pursuant to this Master Teaming Agreement, and such Teaming Agreements shall
continue in full force and effect after such termination until the Teaming Agreements are
terminated in accordance with the terms of such Teaming Agreements.
5. DISCLAIMER OF LIABILITY: In no event shall either Party be liable to the other for any
damages whether direct, indirect, special, incidental, or consequential arising out of the
notifications, reviews, negotiations, or negotiation terminations pursuant to this Master Teaming
Agreement.
6. GENERAL:
6.1 - Any notices, requests, consents and other communications hereunder shall
be in writing and shall be effective either when delivered personally to the party
for whom intended, or five (5) days following deposit of the same into the United
States mail (certified mail, return receipt requested, or first class postage prepaid),
addressed to such party at the address set forth below:
a. If to "TEAMING PARTNER" to:

Attn.: __________________
b. If to XXXXXX to:
XXXXXX Computer Corporation
Attn.: __________________
6.2 - This Agreement may not be assigned or otherwise transferred by either party,
in whole or in part, without the express prior written consent of the other party.
No provision of this agreement may be waived except by a writing by the party to
be charged nor may this agreement be amended except by a writing executed by
both parties.
6.3 - This agreement shall be governed and construed under the laws of the State
of Massachusetts.
6.4 - Neither party shall be liable for delays or failure in performance due to causes
beyond its control.
6.5 - The foregoing represents the complete and exclusive statement of the
agreement between the parties which supersedes any prior oral or written

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agreements, proposals, commitments, understandings, or communications with


respect to the subject matter of this Agreement.
9.6 - In the event of any conflict between the surviving provisions of
this Agreement and the provisions of any subsequent agreement the
provisions of the subsequent agreement shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives, as of the date first set forth above.
"TEAMING PARTNER" CORPORATION
By: __________________________________________________
Name:________________________________________________
Title:_________________________________________________
Date:________________________________________________
XXXXXX COMPUTER CORPORATION
By: __________________________________________________
Name:________________________________________________
Title:_________________________________________________
Date:________________________________________________

"TEAMING PARTNER" /XXXXXX TEAM

03/23/98