This excerpt taken from the FRP 8-K filed Jan 19, 2007.
(a) Services. The Services provided will be authorized on a project-by-project basis pursuant to a Work Order.
(b) Work Orders. Client shall, from time to time, identify any Services which Client desires to be performed by Capgemini. Following consultation between Client and Capgemini and the decision by Capgemini to provide the identified Services, Capgemini shall prepare a proposed work order which shall include, to the extent applicable:
(i) Project identification, approach and objectives, the agreed upon scope of the Services and the location where the Services will be performed;
(ii) The Deliverables (as defined herein) to be provided under such Work Order, if any;
(iii) The fees for the Services under such Work Order;
(iv) The period of performance for the Services under such Work Order;
(v) Any assumptions upon which such Work Order is based;
(vi) Staffing by the parties and any Client resource commitments and responsibilities in addition to those set forth in this Agreement; and
(vii) Any other information or agreements deemed relevant by the parties.
Each proposed work order shall be approved by Client and, when acceptable to both parties, shall be executed by both parties (upon such execution, and as may be modified from time to time in accordance herewith, a Work Order). Each Work Order is incorporated by reference into, and shall be deemed a part of, this Agreement. Capgemini will perform the Services specified in each Work Order. Except as may be expressly provided in this Agreement, nothing in this Agreement shall constitute a commitment of either party to enter any particular Work Order. To the extent set forth in an applicable Work Order, Capgemini shall be compensated in preparing any proposed Work Order, or any proposed addendum or change order to a Work Order, which is prepared at the request of Client.
(c) Capgemini shall not voluntarily withhold the provision of any significant or material aspect of the Services for any reason during the term of this Agreement. If Capgemini breaches or threatens to breach the provisions of this Section, Client shall promptly provide written notice to Capgemini. Capgemini agrees that Client will be irreparably harmed, and, without any additional findings of irreparable injury or harm or other considerations of public policy, Client shall be entitled to apply to a court of competent jurisdiction for and, provided Client follows the appropriate procedural requirements (e.g. notice), Capgemini shall not oppose the granting of an injunction compelling specific performance by Capgemini of its obligations under this Agreement without the necessity of posting any bond or other security; provided, however, in the event a dispute arises in connection with the scope of a particular Work Order, Capgemini shall be limited in opposing the granting of an injunction compelling specific performance by Capgemini of its obligations under this Agreement only for a period of one hundred twenty (120) days from notice by Client of Capgeminis alleged breach of this subsection 2(c). This Section 2(c) is subject, in its entirety, to the termination rights of Capgemini pursuant to Section 11(b) hereunder.