Sample Business Contracts


Technical Services Agreement - Unisys Corp. and Tier Corp.

Services Forms


                         TECHNICAL SERVICES AGREEMENT

                               TABLE OF CONTENTS



ARTICLE     TITLE                                                       PAGE NO.
-------     -----                                                       --------

                                                                  
I           TERM OF AGREEMENT................................................  1
II          STATEMENT OF WORK................................................  1
III         PERFORMANCE OF WORK/RISK OF LOSS.................................  1
IV          COMPENSATION/PAYMENT/TAXES.......................................  2
V           RELATIONSHIP OF PARTIES..........................................  4
VI          INTELLECTUAL PROPERTY RIGHTS.....................................  5
VII         PROPRIETARY INFORMATION..........................................  7
VIII        EXPORT CONTROL OF INFORMATION....................................  9
IX          PROPRIETARY RIGHT/TRADE SECRET INDEMNIFICATION...................  9
X           NOTICE OF INFRINGEMENT........................................... 10
XI          CONTRACTOR'S WARRANTIES AND REPRESENTATIONS...................... 10
XII         SERVICES FOR OTHERS.............................................. 12
XIII        INSURANCE........................................................ 12
XIV         HOLD HARMLESS.................................................... 14
XV          ADMINISTRATION................................................... 14
XVI         NOTICES.......................................................... 15
XVII        ASSIGNMENT....................................................... 15
XVIII       TERMINATION/CANCELLATION......................................... 16
XIX         LIMITATION OF LIABILITY.......................................... 17
XX          ARBITRATION...................................................... 18
XXI         PUBLICITY........................................................ 19
XXII        WAIVERS.......................................................... 19
XXIII       SEVERABILITY..................................................... 19
XXIV        HEADINGS......................................................... 19
XXV         GOVERNING LAW.................................................... 19
XXVI        SURVIVAL OF PROVISIONS........................................... 20
XXVII       ENTIRE AGREEMENT................................................. 20
XXVIII      COMPLIANCE WITH LAW.............................................. 20
XXIX        BUSINESS PRACTICE GUIDELINES..................................... 20


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                         TECHNICAL SERVICES AGREEMENT

                                    ADDENDA
                                    -------


A  STATEMENT OF WORK

B  CONTRACTOR'S PERSONNEL AND HOURLY RATES

C  TRAVEL POLICY

D  UNISYS CODE OF ETHICAL CONDUCT

                                      ii
<PAGE>
 
                         TECHNICAL SERVICES AGREEMENT

                                   4OR81224

     This Agreement, including all addenda referred to herein, is made and
entered into as of 30 October, 1995 (the "Effective Date") by and between Unisys
Corporation (hereinafter "Unisys"), which has a place of business at Township
Line and Union Meeting Roads, Blue Bell, Pennsylvania 19424, and Tier
Corporation (hereinafter "Contractor") which has a place of business at 1350
Treat Blvd., Suite 250, Walnut Creek, California 94596.  The parties, intending
to be legally bound, hereby agree as follows:

ARTICLE I  TERM OF AGREEMENT

     The term of this Agreement shall begin on 30 October, 1995 (the Effective
Date) and end on 30 April, 1996, unless earlier terminated or canceled as
provided in Article XVIII.

ARTICLE II  STATEMENT OF WORK

     During the term of this Agreement Contractor shall perform the work
described in Addendum A (Statement of Work, hereinafter "Work"), of this
Agreement.

ARTICLE III  PERFORMANCE OF WORK/RISK OF LOSS

A.  PERFORMANCE OF WORK

     1.  The Work shall be performed by the key personnel listed on Addendum B
     (Contractor's Personnel and Hourly Rates) at the hourly rates specified
     therein.  Personnel shall not be added to or removed from the Work by
     Contractor without the prior written consent of Unisys.  Unisys shall have
     the right at any time to require that Contractor remove personnel which
     Unisys no longer wants performing the Work.

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     2.  Contractor shall report to Frank Bradick of Unisys (hereinafter "Unisys
                                    -------------                               
     Technical Administrator") on technical matters regarding the Work.
     Progress meetings shall be conducted at times and places as requested by
     Unisys to discuss the progress of the Work and other related matters.
     Contractor shall provide a written report of such progress and other
     matters at least forty-eight hours prior to the date of each meeting.

B.  RISK OF LOSS

     Contractor shall have the risk of loss, damage and destruction of all
Deliverables until received by Unisys.

ARTICLE IV  COMPENSATION/PAYMENT/TAXES

A.  COMPENSATION

     1.  The total compensation to Contractor for Work performed hereunder shall
     not exceed Five Hundred Seventy Nine Thousand Six Hundred dollars
     ($579,600.00), plus any applicable sales and/or use tax as specified in
     paragraph IV C below.  Unisys shall have no obligation under any
     circumstances to pay Contractor any money in excess of such amount unless
     agreed to in writing by the Unisys Contract Administrator identified in
     Article XV.

     2.  Unisys shall reimburse Contractor for reasonable travel and living
     expenses consistent with the policies set forth in Addendum C (Travel
     Policy), provided that Contractor has obtained advance written approval for
     such travel from Unisys.

B.  PAYMENT

     1.  Contractor shall promptly submit invoices in triplicate at the end of
     each month for services rendered on an hourly basis during the month.
     Contractor shall also submit

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<PAGE>
 
     invoices at the end of each month for authorized travel and living expenses
     incurred during the month.  Each invoice shall include the following
     information:

          (a)  Unisys purchase order number related to this Agreement.

          (b)  Contractor's invoice number and date.

          (c)  Time period covered by the invoice.

          (d)  Amount billed for the services indicating, when applicable,
               computation at the hourly rate for hours worked per day by
               Contractor's Personnel.

          (e)  Travel and living expenses, if any, supported by receipts.

     2.  Unisys shall pay all invoiced amounts to Contractor within thirty (30)
     days after receipt of invoice.

C.  TAXES

     1.  In performing the Work as an independent contractor, Contractor shall
     be responsible for the payment of all taxes based on Contractor's gross
     income and/or net income.  Such taxes may include, but are not limited to,
     Federal, state and local income taxes, U.S. Social Security tax, Federal
     and state unemployment taxes or any other similar taxes.

     2.  Contractor shall separately state and describe in reasonable detail on
     Contractor's invoices any state and local sales tax or similar tax ("Sales
     Tax") to which the amounts payable by Unisys for Contractor's performance
     of the Work are subject. In the event that Contractor subsequently
     determines that any invoiced Sales Tax was or is not actually required to
     be paid by Unisys, Contractor shall promptly notify Unisys of such

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<PAGE>
 
     determination and shall promptly refund such Sales Tax payment to Unisys if
     such payment has already been made by Unisys to Contractor.

     3.   If Contractor is a self-employed individual or a sole proprietor:

          (a) Contractor shall complete and sign Form W-9 (Request for Taxpayer
          Identification Number and Certification) and shall deliver such Form
          W-9 to Unisys at the time this Agreement is executed.

          (b) Unisys shall be required to furnish Form 1099-MISC (Statement for
          Recipients of Miscellaneous Income) to Contractor and the Internal
          Revenue Service in the event that the compensation (excluding any
          authorized travel and living expense reimbursements) paid to such
          Contractor for Work performed under this Agreement is $600.00 or more
          during any calendar year.

ARTICLE V  RELATIONSHIP OF PARTIES

     In performing the Work, Contractor is acting as an independent contractor
and not as an employee, agent, or representative of Unisys.  Contractor has no
authority to transact any business in the name of or on account of Unisys or
otherwise obligate Unisys in any manner.  Contractor hereby acknowledges that
he/she is not entitled to any of the benefits provided by Unisys to its active
employees, including, but not limited to medical benefits, pension benefits and
group life insurance benefits.

ARTICLE VI  INTELLECTUAL PROPERTY RIGHTS

A.   Contractor agrees to and does hereby assign and grant to Unisys the entire
     right, title and interest of Contractor in and to the Deliverables and any
     other work product Contractor produces pursuant to this Agreement,
     including, but not limited to, programs,


                                      4
<PAGE>
 
     documentation and reports produced in the course of or pursuant to
     performance of the work done under this Agreement.  Contractor agrees and
     does hereby assign to Unisys the entire right, title and interest of
     Contractor in and to all inventions, improvements and discoveries (whether
     or not patentable) conceived or first actually reduced to practice in the
     course of or pursuant to the performance of work done under this Agreement
     and to all United States and Foreign Letters Patent granted thereon.
     Contractor agrees to and does hereby grant to Unisys an unlimited, paid-up,
     royalty-free, nonexclusive, irrevocable license with the right to
     sublicense others directly or indirectly under all of Contractor's
     inventions, improvements and discoveries incorporated by Contractor in the
     Work or Deliverables, or necessary to utilize the Work or Deliverables
     covered by this Agreement, regardless of when conceived or first reduced to
     practice.  Contractor represents to Unisys that it has no prior obligations
     to grant rights to others (such as arising by contract or employment) which
     may detract from or affect the grant to Unisys provided herein, except as
     such are reduced to writing and attached to this Agreement as part hereof.

B.   Contractor agrees to deliver to Unisys such duly executed instruments of
     assignment, application papers, and rightful oaths as are necessary to vest
     in Unisys or its designee, the sole and exclusive ownership of, and the
     right to apply for and prosecute patent applications covering each such
     invention, improvement or discovery.  Contractor further agrees that it
     will at all times at Unisys expense, aid Unisys or its designee in
     preparing for and in giving information or testimony, or in doing any other
     reasonable acts deemed necessary by Unisys in any and all proceedings
     involved in the securing of any patent or

                                       5
<PAGE>
 
     patents for any such invention, improvement or discovery, or in enforcing
     and defending any rights thereunder.

C.   Contractor agrees to promptly make or have made a written disclosure to
     Unisys of each invention, improvement or discovery covered by the
     aforementioned assignment which reasonably appears to be patentable.
     Contractor agrees that before final payment it will submit a final report
     stating whether any such inventions, improvements or discoveries have been
     made and providing the foregoing information with respect to those that
     have not yet been reported.

D.   Contractor agrees to and does hereby assign and grant to and vest in Unisys
     the entire right, title and interest of Contractor to all copyrightable
     material first produced or composed in the course of or pursuant to the
     performance of work under this Agreement.

E.   Contractor agrees to and does hereby grant to Unisys an unlimited, paid-up,
     royalty-free, nonexclusive, irrevocable license with the right to
     sublicense others directly or indirectly to reproduce, translate, publish,
     use and dispose of, and to authorize others so to do, any and all of
     Contractor's copyrighted or copyrightable material furnished as a result of
     work performed under this Agreement but not first produced or composed by
     Contractor in the performance of such work.

F.   Contractor agrees that Contractor Personnel and all other parties engaged
     in the performance of this Agreement shall be under obligation to assign
     and grant to Unisys:  (1) the entire right, title and interest in any
     invention, improvement or discovery conceived or first actually reduced to
     practice in the course of or pursuant to the performance of work done under
     this Agreement, and (2) the entire right, title and interest

                                       6
<PAGE>
 
     in all copyrightable material first produced or composed in the course of
     or pursuant to the performance of work under this Agreement.

ARTICLE VII  PROPRIETARY INFORMATION

A.   Proprietary Information shall include all business and technical
     information relating to the Work which is furnished to Contractor by Unisys
     and all other information which is either furnished by one party to the
     other in tangible form marked as "restricted", "confidential",
     "proprietary", or other appropriate legend, or disclosed by one party to
     the other in non-tangible form with notice of its proprietary nature and
     subsequently described in writing delivered to the receiving party within
     fifteen (15) days after disclosure by the furnishing party.

B.   The Work and Deliverables are deemed to be Proprietary Information of
     Unisys as though it was Proprietary Information furnished by Unisys to
     Contractor, and shall be so treated by Contractor.

C.   Title, or the right to possess Proprietary Information, as between the
     parties shall, except as otherwise provided herein, remain in the party
     which furnishes it to the other party.  No rights are granted by either
     party to the other with respect to Proprietary Information except as
     expressly stated herein.  Neither party shall use or copy any Proprietary
     Information of the other party except for the purposes of and to the extent
     necessary for this Agreement.  Each party shall exercise reasonable care
     with respect to Proprietary Information of the other party to preclude
     disclosure thereof to any third party and permit disclosure only to its
     personnel who are involved in the Work and have agreed in writing to be
     bound consistent with the provisions of this Agreement.  Each party shall
     have the

                                       7
<PAGE>
 
     obligations stated in this Article VII regarding Proprietary Information
     both during and after the expiration, termination or cancellation of this
     Agreement and shall be released from such obligations only as to
     Proprietary Information:

     (1) which is at any time in the public domain other than by a breach of
     this Agreement on the part of the receiving party; or

     (2) which is at any time rightfully received from a third party which has
     the right and transmits it to the receiving party without any obligation of
     confidentiality; or

     (3) which is independently developed by personnel of the receiving party
     who have not had access to Proprietary Information of the other party; or

     (4) which is rightfully known to the receiving party without any limitation
     on use or disclosure prior to receipt thereof from the furnishing party, as
     substantiated by tangible evidence antedating disclosure by the furnishing
     party to the receiving party.

D.   Neither party is restricted from disclosing Proprietary Information of the
     other party pursuant to a judicial or governmental order, but any such
     disclosure shall be made only to the extent so ordered and provided only
     that the party receiving an order:  (a) timely notifies the other party so
     that it may intervene in response to such order, or (b) if timely notice
     cannot be given then seeks to obtain a protective order from the court or
     government for such information.

E.  Each party shall promptly cease using and shall return or destroy (and
certify destruction of) all Proprietary Information furnished by the other party
along with all copies thereof in its possession including copies stored in any
computer memory or storage medium upon the expiration, termination, or
cancellation of this Agreement, whichever first occurs; provided,

                                       8
<PAGE>
 
however, that Unisys may retain copies of Contractor's materials for the purpose
of the license rights as set forth in Article VI hereof.

ARTICLE VIII  EXPORT CONTROL OF INFORMATION

     Contractor shall comply with applicable United States laws and regulations
which prohibit the export of technical data that originates in the United States
or any product directly based on such data without prior written authorization
as may be required from appropriate agencies of the United States.  Such
compliance obligates Contractor not to export Unisys Proprietary Information or
make it available in the United States to aliens.

ARTICLE IX  PROPRIETARY RIGHT/TRADE SECRET INDEMNIFICATION

     Contractor agrees to indemnify and hold harmless Unisys, its licensees and
transferees against any claim based on infringement of a patent, copyright or
other proprietary right or improper use or misappropriation of a trade secret of
a third party occasioned by any use, sale, license, or reproduction of the work
product delivered by Contractor.  Upon prompt notice to Contractor of such
claim; Contractor at its own expense, shall answer, defend or settle such claim
and pay any and all judgments, including an award of attorney fees, costs,
damages and expenses relating to such claim.  It is agreed that Unisys may be
represented by counsel of its own choice at its own expense in any proceeding.
In the event Unisys or any of its licensees or transferees is enjoined from
using the Contractor work product, Contractor agrees to obtain for them the
right and license to use the Contractor work product or to modify the Contractor
work product to eliminate the grounds for such injunction.

                                       9
<PAGE>
 
ARTICLE X  NOTICE OF INFRINGEMENT

     Contractor shall give Unisys prompt written notice of any claim by a third
party that work performed by Contractor under this Agreement infringes or
misappropriates intellectual property rights of the third party.  In the event
of any such claim by a third party against Unisys alleging infringement or
misappropriation of intellectual property rights, Contractor shall cooperate
with Unisys in connection with Unisys defense thereof.  Unisys shall have the
right at its expense to participate in the defense of any suit brought against
Contractor claiming infringement or misappropriation of intellectual property
rights based on or relating to the Work.

ARTICLE XI  CONTRACTOR'S WARRANTIES AND REPRESENTATIONS

     Contractor makes the following warranties to Unisys:

     (1) Contractor has expertise in the field covered by this Agreement and
     shall commit time and resources to attain the stated goal and complete the
     Work.

     (2) In performing the work Contractor shall not infringe any trade secret,
     copyright or patent of a third party.

     (3) Contractor shall not divulge or furnish to Unisys any trade secret or
     other proprietary information of any third party which Contractor does not
     have the right to divulge or furnish.

     (4) Contractor has the power and right to grant Unisys the title and
     license rights set forth in Article VI hereof.

     (5) This Agreement is not in conflict with any other agreement or
     obligation which Contractor has with any third party.

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<PAGE>
 
B.   Contractor represents that he or she has not been a full time or part time
     employee of Unisys or any of its subsidiaries or affiliates at any time
     within the twenty-four (24) months prior to the Effective Date.  For
     purposes of this paragraph B, "Contractor" includes an individual who is a
     party to this Agreement, the proprietor of any sole proprietorship which is
     a party to this Agreement, each of the partners of a partnership which is a
     party to this Agreement, or any shareholder or officer of a closely held
     corporation which is a party to this Agreement.  Unisys may terminate this
     Agreement immediately if the representation made in this paragraph is
     untrue.  Termination shall become effective immediately upon the date
     notice is given by Unisys.  Following such termination, Unisys shall have
     no liability to contractor other than to compensate Contractor on the
     agreed upon terms, prorated as may be necessary, through the date of
     termination.

ARTICLE XII  SERVICES FOR OTHERS

     Contractor and its personnel assigned to perform Work shall not engage
directly or indirectly in any undertaking which creates any legal impediment to
or conflicts with rights granted to Unisys by Contractor under this Agreement.
Contractor shall not undertake, during the term of this Agreement, to perform
similar services for any third party which would compromise the value of the
Work or Deliverables to Unisys.

     Contractor shall not perform services either directly or indirectly for any
customer or at any computer site if, with respect to the same customer or
computer site:

     (1) it has made a proposal or quoted a price to Unisys to perform the same
     work as a Unisys subcontractor, or

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<PAGE>
 
     (2) it is then performing services as a Unisys vendor or has performed
     services as a Unisys vendor within the previous six (6) months.

     While Contractor is engaged in the performance of any work for a Unisys
customer hereunder, Contractor shall not propose or negotiate terms to perform
any services directly for such customer without the prior written consent of the
Unisys Contract Administrator.

ARTICLE XIII INSURANCE

     Contractor shall maintain worker's compensation and employer's liability
insurance upon its employees as required by law.  Contractor further agree(s) to
maintain comprehensive liability insurance for all operations necessary and
incidental to the conduct of this Agreement and any purchase orders issued
pursuant to this Agreement including coverage of all automobile exposure, all
property liability exposure and contractual liability exposure to at least the
following minimum amounts.

     A.   Employers Liability Insurance with limit of $100,000;

     B.   Comprehensive Automobile Liability Insurance, with a combined single
          limit of $1 million for bodily injury, death or property damage
          arising from any one occurrence;

     C.   Comprehensive General Liability including Broad Form Contractual and
          Completed Operations, with a combined single limit of $1 million for
          bodily injury, death or property damage arising from any one
          occurrence.

     Such policies shall name Unisys as an additional insured and provide that
coverage may not be canceled without ten (10) days prior written notice to
Unisys.  Such insurance shall not be

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<PAGE>
 
deemed a limitation of any liability of the Contractor, but Contractor shall
furnish Unisys with certificates of insurance in form acceptable to Unisys.

     Such insurance shall be primary, not contributing with, and not in excess
of, coverage which Unisys may carry.  The insurance afforded by these policies
applies separately to each insured against whom claim is made or suit is
brought, in the same manner as such insured would be covered if the policy
insured only such party.  The inclusion of such additional insured shall not
increase the policy limits.

     Contractor shall furnish to Unisys Corporation certificates of insurance in
full prior to the furnishing of services under this Agreement.

ARTICLE XIV  HOLD HARMLESS

     Notwithstanding any of the insurance requirements hereinafter set forth or
limits of liability set forth therein, the Contractor shall indemnify and hold
harmless Unisys, any third party and their agents, servants, employees from and
against, all claims, damages, losses and expenses with respect to the death,
injury or disability of any persons and damage to or destruction of any property
(including loss of use), arising out of, resulting from or connected in any way
with the performance of this Agreement or the performance of purchase orders
issued pursuant to this Agreement by the Contractor or Contractor's employees or
his subcontractors, or their agents, servants and employees.  At his expense,
the Contractor shall defend all suits or claims (whether or not false,
fraudulent or groundless) alleging such injury or damage and shall pay all
charges of attorneys, court costs, awards and all other costs and expenses in
connection therewith.  This provision shall survive after the expiration or
termination of this Agreement and completion of any purchase orders released
against this agreement.

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ARTICLE XV  ADMINISTRATION

A.   Unisys Technical Administrator shall be the principal interface with
     Contractor on technical matters and shall have authority to clarify,
     explain and provide further details regarding Unisys expectations
     concerning the Work, but shall have no authority to modify any provisions
     of this Agreement including, without limitation, the compensation, scope of
     work or any schedule therefor.

B.   Unisys Contract Administrator (  D.G. Busza  ) is Unisys authorized
     representative for all other matters related to this Agreement including
     modifications thereof.

ARTICLE XVI  NOTICES

A.   All notices and requests given by either party to the other shall be in
     writing and sent by facsimile, telex or first class mail.

B.   Notices and requests sent by Unisys shall be addressed to Contractor as
     follows:

               Tier Corporation
               1350 Treat Blvd., Suite 250
               Walnut Creek, CA  94596

C.   Notices and requests sent by Contractor regarding technical aspects of the
     Work shall be addressed to Unisys Technical Administrator as follows:

               Unisys Corporation
               Santa Ana, CA
               Attn:  Frank Bradick

D.   Notices and requests sent by Contractor regarding matters other than
     technical aspects of the Work including, without limitation, compensation,
     insurance, and Contractor's personnel shall be addressed to Unisys Contract
     Administrator as follows:

               Unisys Corporation
               Union Meeting and Jolly Roads
               Blue Bell, PA  19424

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E.   Contractor and Unisys shall each have the right to change at any time the
     respective individuals to whom notices and requests shall be sent by giving
     written notice of such change to the other party.

ARTICLE XVII  ASSIGNMENT

     Contractor shall not assign this Agreement or any rights hereunder or
delegate the Work or any of Contractor's other obligations hereunder to any
third party without prior written consent of Unisys and any assignment without
such consent shall be void.  Any legal representative or successor in interest
of Contractor shall be bound by the provisions of Article VII of this Agreement
regarding Proprietary Information.  Unisys shall have the right to assign this
Agreement and its rights and duties hereunder to any successor in interest by
acquisition, merger, operation of law or otherwise.

ARTICLE XVIII  TERMINATION/CANCELLATION

A.   TERMINATION FOR CONVENIENCE

     Unisys shall have the right to terminate this Agreement or the Work to be
performed hereunder in whole or in part for its convenience at any time.  Any
notice of termination given by Unisys shall be effective seven days after
transmittal by Unisys, and Contractor shall terminate the Work as quickly as
possible upon receiving notice.  Unisys shall have no liability to Contractor
based on any such termination except to pay all amounts due Contractor up to the
date of termination in accordance with the compensation provisions of Articles
III and IV.  Contractor shall promptly deliver to Unisys all Work Product,
whether or not completed, which is in Contractor's possession on the termination
date containing information related to the Work,

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<PAGE>
 
including a final report to be prepared by Contractor describing results of the
Work up to the date of termination.

B.   CANCELLATION FOR NON-PERFORMANCE

     1.  Unisys shall have the right to cancel this Agreement in the event of
     any material breach by Contractor which Contractor fails to cure within
     thirty days after written notice of breach from Unisys.  Any such notice of
     cancellation shall become effective, if Contractor fails to cure the
     breach, on the thirtieth day after transmittal of the notice as provided in
     Article XVI.  Notice of cancellation rightfully given by Unisys for
     material breach by Contractor which is not timely cured shall excuse Unisys
     from paying for any Work performed by Contractor after the date of notice
     of material breach given by Unisys.  Unisys shall have the option upon
     cancellation either to obtain delivery and retain title and license rights,
     as provided herein, in and to all Work Product completed or in preparation
     on the date of cancellation in exchange for payments made and owed as of
     such date or to relinquish all such title and license rights and obtain a
     refund of all amounts paid to Contractor under this Agreement.

     2.  Contractor shall have the right to cancel this Agreement and the rights
     and licenses granted to Unisys in Article VI only if Unisys fails to cure
     any deficiency in making any payment due Contractor, which is not in good
     faith dispute between the parties, within thirty days after receiving
     written notice of such deficiency.

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<PAGE>
 
C.   ADDITIONAL RIGHTS AND REMEDIES

     Unisys and Contractor shall retain all rights and remedies available at law
     or equity, to the extent they are not inconsistent with this Agreement, in
     the event of any termination or cancellation of this Agreement.

ARTICLE XIX  LIMITATION OF LIABILITY

     In no event shall either Unisys or Contractor be liable for any incidental,
indirect, special or consequential damages, including but not limited to loss of
use, revenues, profits or savings, even if the claimant party knew or should
have known of the possibility of such damages.

ARTICLE XX  ARBITRATION

     1.  Any controversy or claim related to or arising from this Agreement
     and/or the contracted services to be provided by Contractor and its
     employees shall be settled by arbitration conducted on a confidential basis
     under the U.S. Arbitration Act and the then current Commercial Arbitration
     Rules of the American Arbitration Association, strictly in accordance with
     the terms of this Agreement AND THE SUBSTANTIVE LAW OF THE COMMONWEALTH OF
     PENNSYLVANIA.

     2.  Neither party shall institute an arbitration proceeding unless, at
     least sixty (60) days prior thereto, such party shall have furnished to the
     other written notice by registered mail of its intent to do so.  Notice to
     Unisys shall be addressed to its General Counsel, Unisys Corporation,
     Township Line and Union Meeting Roads, Blue Bell, Pennsylvania 19424-0001.

     3.  Arbitration shall be conducted by three arbitrators, at least one of
     whom shall be knowledgeable in data processing and business information
     systems and one of whom

                                      17
<PAGE>
 
     shall be an attorney.  The arbitrators shall have no authority to award
     punitive damages or any other form of noncompensatory damages.  Judgment
     upon the arbitrators' award may be entered and enforced in any court of
     competent jurisdiction.

     4.  Neither party shall be precluded from seeking provisional remedies in
     the court of any jurisdiction to protect its rights and interests, but such
     shall not be sought as a means to avoid or stay arbitration.

ARTICLE XXI  PUBLICITY

     Contractor shall not disclose the terms and conditions of or publish any
information concerning this Agreement without prior written consent of Unisys.

ARTICLE XXII  WAIVERS

     The failure of either party to assert any claim or right against the other
party regarding its obligations hereunder, in any one or more instances, shall
not constitute a waiver of such claim or right with respect to future
performance of such obligations and other obligations under the Agreement.

ARTICLE XXIII  SEVERABILITY

     The invalidity or unenforceability of any particular provision of this
Agreement shall not affect other provisions and the Agreement shall be construed
in all respects as if such invalid or unenforceable provisions were omitted.

ARTICLE XXIV  HEADINGS

     All Article and paragraph headings are for reference only and shall not be
used in construing this Agreement.

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<PAGE>
 
ARTICLE XXV  GOVERNING LAW

     THE FORMATION, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE
     ------------------------------------------------------------------------
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
---------------------------------------------------------

ARTICLE XXVI  SURVIVAL OF PROVISIONS

     The rights and duties of the parties as set forth in Articles VI, VII,
VIII, XII, and XVII, shall survive the expiration, termination or cancellation
of this Agreement and shall inure to the benefit of and be binding on their
authorized assigns, successors and legal representatives.

ARTICLE XXVII  ENTIRE AGREEMENT

     This Agreement sets forth the entire agreement between the parties and
supersedes all prior oral and written agreements and understandings between the
parties with respect to the subject matter hereof.  This Agreement may not be
modified or the parties released from their obligations hereunder except by an
instrument in writing signed by an authorized representative of the parties.

ARTICLE XXVIII  COMPLIANCE WITH LAW

     Contractor shall comply with all federal, state and local laws and
regulations pertaining to the performance of this Agreement and shall indemnify
Unisys for any liability and related costs, expenses and fees incurred by Unisys
as a result of Contractor's breach of such obligation.

ARTICLE XXIX  BUSINESS PRACTICE GUIDELINES

     Contractor acknowledges that it has received a copy of the Unisys Code of
Ethical Conduct (Addendum D) and has read and will act in accordance with them.

                                      19
<PAGE>
 
TIER CORPORATION                           UNISYS CORPORATION



By:   /s/ James L. Bildner                 By:    /s/ T. Jaskelewicz
      --------------------------                  ---------------------------
                                                  Tony Jaskelewicz

Title: Chairman & CEO                      Title: Procurement Specialist
      --------------------------                  ---------------------------

Date:                                      Date:  11-13-95
      --------------------------                  ---------------------------

                                      20
<PAGE>
 
                                   ADDENDUM A

                               STATEMENT OF WORK
                               -----------------

PROVIDE SYSTEMS ENGINEER APPLICATION SFW INTEGRATION (600.04) INTERNALIST
APPLICATION SFW INTEGRATION (600.04) SUPPORT FOR ARIZONA CHILD WELFARE.
SPECIFIC WORK DIRECTION TO BE PROVIDED BY UNISYS FRANK BRADICK.


                                       1
<PAGE>
 
                                   ADDENDUM B

                    CONTRACTOR'S PERSONNEL AND HOURLY RATES
                    ---------------------------------------

         Name                                              Hourly Rate
         ----                                              -----------

         Gram Pettiser                                     $21000/month
  
         Ralph Bustamante                                  $16800/month
 
         Diane Sutton                                      $16800/month

         Brad Nichols                                      $21000/month

         Dennis Ward                                       $21000/month


                                       1
<PAGE>
 
                                   ADDENDUM C

                                 TRAVEL POLICY
                                 -------------

LODGING:       $75/day for metropolitan areas
               $50/day for other domestic areas
               Metropolitan areas are defined as Boston, Chicago, Dallas,
               Honolulu, Houston, Los Angeles, New Orleans, New York,
               Philadelphia, San Francisco, and Washington D.C.

MEALS:         Meals including tips, are limited to $25 per day.
               When possible, receipts are to be submitted.

CAR RENTAL:    The rental of an automobile at a rate in excess of major rental
               agency rates for standard automobiles is prohibited.  The
               itemized car rental agreement form must be submitted as a
               receipt.

TRAVEL:        All personnel must travel by coach or economy class for air and
               rail travel. Unisys authorized travel of Contractor's personnel
               by private auto will be compensated at the rate of twenty one
               ($.21) cents per mile plus tolls and parking fees.

The above information is provided as a guideline and shall be adhered to
whenever possible.  However, all reasonable, actual expenses incurred which are
submitted and supported by appropriate receipts will be reimbursed.

                                       1
<PAGE>
 
                                  ADDENDUM "D"

                         UNISYS CODE OF ETHICAL CONDUCT
                         ------------------------------

INTRODUCTION

Every UNISYS CONSULTANT is required to understand and comply fully with both the
rules and approval procedures established by this Code of Ethical Conduct.

COMPLY WITH ALL LAWS

As a UNISYS CONSULTANT you must scrupulously comply with all laws.

DEAL HONESTLY WITH CUSTOMERS AND SUPPLIERS

In dealing with UNISYS customers and suppliers, be accurate and complete in all
representations.  The submission to a customer of a proposal, quotation or other
document or statement that is false, incomplete or misleading can result in
civil and/or criminal liability for UNISYS and the CONSULTANT.

UNISYS is committed to developing, manufacturing and delivering quality products
which meet all contractual obligations and UNISYS quality standards.  UNISYS
expects your full support in meeting this objective.

In conducting market analysis, do not accept, use or provide UNISYS with
information proprietary to our competitors.

REPORTING COSTS

The CONSULTANT'S submission of an invoice is a representation that the invoice
accurately reflects the Agreement and the work to be provided thereunder.

CONSULTANTS must be particularly careful in identifying and reporting to UNISYS
any costs which they incur which are considered unallowable by special
legislation that applies to the work such as the US Federal Acquisition
Regulations.

MAKING POLITICAL CONTRIBUTIONS

It is contrary to the UNISYS Code of Ethical Conduct to contribute funds to any
political party or candidate.  Therefore, you, as a CONSULTANT to UNISYS, cannot
contribute or donate on behalf of UNISYS, either directly or indirectly, funds,
products, services or other resources for any political cause, party or
candidate. (You may make voluntary personal contributions to any lawful
political causes, parties or candidates so long as you do not represent that
such contributions come from UNISYS.)

                                       1
<PAGE>
 
CONFLICT OF INTEREST

You may not have any employment, consulting, or other business relationship
with a competitor, customer or supplier of UNISYS, or invest in any
competitor, customer or supplier of UNISYS (except for moderate holdings of
publicly-traded securities) unless you have notified UNISYS in writing and
received written authorization from UNISYS.

INSIDER TRADING

Do not trade in the securities of UNISYS or any other company, or buy or
sell any property or assets, on the basis of non-public information you
have acquired through your Agreement with UNISYS, whether such information
comes from UNISYS or from another company with which UNISYS has a
confidential relationship.

ACCEPTANCE OF BUSINESS COURTESIES

Never accept anything from someone doing business with UNISYS where the
gratuity is offered or appears to be offered in exchange for any type of
favorable treatment or advantage.  To avoid even the appearance of
impropriety, do not accept any gifts or promotional items of more than
nominal value.  You may accept meals, drinks, or entertainment, only if
such courtesies are unsolicited, infrequently provided and reasonable in
amount.  Such courtesies must also be directly connected with business
discussions.  Do not accept reimbursement for lodging or travel expense, or
free lodging or travel without the express written approval of UNISYS.

RESTRICTED INFORMATION

Do not disclose to any outside party, except as specifically authorized by
UNISYS, any non-public business, financial, personnel or technological
information, plans, or data that you have acquired during the period you
were a CONSULTANT for UNISYS.  Upon termination of the Agreement, you may
not copy, take or retain any documents containing UNISYS restricted
information.  The prohibition against disclosing UNISYS restricted
information extends indefinitely beyond the period of the Agreement.  Your
agreement to protect the confidentiality of such information and fully
comply with the non-disclosure requirements is considered an important
condition of your Agreement with UNISYS.

GOVERNMENTAL CLASSIFIED AND PROPRIETARY INFORMATION

Government contractors have special obligations to comply with laws and
regulations that protect classified information.  CONSULTANTS with valid
security clearance who have access to classified information must ensure
that such information is handled in accordance with pertinent government
procedures.  These restrictions apply to any form of information, including
whether in written or electronic form.

UNISYS does not solicit nor should any CONSULTANT receive any sensitive
proprietary internal government information including budgetary or program
information before it is available through normal processes.

                                       2
<PAGE>
 
REPORTING VIOLATIONS AND DISCIPLINE

Strict adherence to this Code of Ethical Conduct is vital.  CONSULTANTS are also
responsible for ensuring that their employees or subcontractors adhere to the
provisions of the Code.

CONSULTANTS are expected to report any suspected violations of the Code or other
irregularities to the UNISYS Ombudsman who can be reached at 800-732-3247.

Violations of the Code may result in termination of your Agreement with UNISYS
or even the filing of a civil or criminal complaint.

INTERNATIONAL TRANSACTIONS

In the event you become involved with an international transaction please note
that the following additional restrictions may apply:

     EXPORT CONTROLS

     Export regulations issued by the United States government apply to all
     UNISYS products and technical data which are sent overseas from the United
     States.  The controls also extend to products manufactured or developed
     abroad using United States technology and to exports of UNISYS products
     from one country to another.

     The law requires the use of various export licenses as a means to authorize
     international shipments and control exports.

     Non-compliance with United States export regulations can result in both
     criminal and civil penalties for UNISYS.

     BOYCOTTS

     The United States government has enacted laws which oppose restrictive
     trade practices or boycotts imposed by foreign countries against other
     countries friendly to the United States or against any United States
     person.  While the only present beneficiary of these laws is Israel in
     relation to boycotts enacted by the Arab League countries, the law is
     general in nature and would apply to the boycott of any other nation with
     whom the United States has diplomatic or trading relations and which is not
     itself the object of a boycott pursuant to United States law.

     The boycott laws apply to United States companies and their subsidiaries.
     There are specific export and tax laws and regulations that set forth
     prohibited activities, which include (a) active compliance by which
     companies form business relationships and make businesses decisions in
     conformance with a boycott, and (b) passive compliance by which companies
     furnish information in accordance with boycott requests.  The most frequent
     requests for prohibited statements appear in transaction documents such as
     invoices, letters of credit, requests for proposals and involve the origin
     of the goods or the carrier transporting them.  UNISYS must not comply with
     any such requests and must report all

                                       3
<PAGE>
 
     requests received to the United States government even though we do not
     comply with them.  If you believe you have identified a boycott request,
     contact the Unisys Legal Department immediately for advice.

     FOREIGN CORRUPT PRACTICES ACT

     In 1977 the United States enacted the Foreign Corrupt Practices Act which
     makes it a crime for United States corporations to bribe foreign officials
     to retain business.  The act contains two parts:  (a) accounting and
     record-keeping controls to detect foreign bribes and (b) provisions which
     make foreign bribes a crime.

     The Act requires any company which has stock registered with the US
     Securities and Exchange Commission to:

     (1)  make and keep books, records and accounts which accurately and fairly
          reflect the transactions and dispositions of assets of the company;
          and

     (2)  implement and maintain internal accounting controls sufficient to
          provide reasonable assurance that:

          (a)  transactions are handled in accordance with management's
               authorization,

          (b)  transactions are recorded as necessary to permit preparation of
               financial statements in compliance with generally accepted
               accounting principles and to maintain accountability for assets,

          (c)  access to assets is permitted in accordance with management
               authorization, and

          (d)  recorded accountability for assets is compared with the existing
               assets at reasonable intervals, and appropriate action is taken
               with respect to any differences.

     Further, the statue specifically makes illegal any payment aimed at
     inducing a foreign official to misuse his official position, or paying any
     money to a foreign agent where we have "reason to know" the money may be
     used for illegal payment.

                                       4
<PAGE>
 
                                       -----------------------------------------
UNISYS CORPORATION                      CHG DATE     PURCH ORD NO      RELEASE #
BLUE BELL, PENNSYLVANIA 19424-0009     09/04/1997      40R81224          11174
                                       -----------------------------------------
                                       CHG ORDER#                        PAGE
                                           10                           1 OF 1
                                       ----------                     ----------

                                                                   CHANGE ORDER
  TIER CORPORATION
  1350 TREAT BLVD
  SUITE 250
  WALNUT CREEK    CA 94596                     [ ] MATERIAL AND/OR SERVICES
  800-789-8437       1390                          HAVE BEEN RECEIVED.  DO NOT 
  ATTN: MICHELE LEWANDOWSKI                        DUPLICATE 
 
                  ------------------------------------------------------
REASON FOR        INCREASE DOLLAR VALUE AND CHANGE PERIOD OF PERFORMANCE
CHANGE            ------------------------------------------------------

*********************C H A N G E    R E Q U I S I T I O N **********************
--------------------------------------------------------------------------------
                                  DESCRIPTION
--------------------------------------------------------------------------------

--  TIME PERIOD: 10/23/1995 - 12/15/1997
 
**  PLEASE SEE ATTACHED SHEET(S) FOR WORK DESCRIPTIONS & ANY OTHER
CONDITIONS **
 
-- TERMS AND CONDITIONS PER ATTACHED AGREEMENT ARE APPLICABLE TO THIS ORDER.
   CASUAL OVERTIME WILL NOT BE COMPENSATED.

-- BACKUP DETAIL IS MAINTAINED BY RESOURCE MGMT SVC GRP IN EAGAN, MN.
 
-- CHANGE ORDER # 10                       PREVIOUS VALUE: $4,331,904 
                                           CHANGE AMOUNT:  $  152,832

 
--------------------------------------------------------------------------------
   TAXABLE     EXEMPTION # : 07-335080-N       CONFIRMATION       NOT TO EXCEED
  NO     YES                                    YES    NO           $4,484,736
   X           /s/ T. Jaskelewicz                X
--------------------------------------------------------------------------------
               BUYER'S SIGNATURE                                        TOTAL
               TONY JASKELEWICZ

              TOWNSHIP LINE & MEETING RD, BLUE BELL, PA 9424-0001
                    ADDRESS ALL COMMUNICATIONS TO THE ABOVE

--------------------------------------------------------------------------------
THE ABOVE PURCHASE ORDER NO., RELEASE NO. AND ITEM NOS. MUST BE SHOWN ON 
ALL PACKING LISTS, INVOICES, CORRESPONDENCE, ETC.
--------------------------------------------------------------------------------

--  SUBMIT INVOICES (ALONG WITH TRAVEL EXPENSE RECEIPTS IF APPLICABLE) TO:
    UNISYS CORPORATION ATTN: RESOURCE MGMT SVC GRP, MS F1K03 INVOICE DEPT. (TEL.
    612-687-2916) 3199 PILOT KNOB RD, EAGAN, MN 55121
 
SUPPLIER'S COPY                                                CTS-FS-0018147628
 

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