EXHIBIT 10.43
STEEL BEACH PRODUCTIONS, INC.
CONTRACT FOR MULTIMEDIA SERVICES
This contract is entered into on the 29th day of February, 2000 (the "Effective
Date"), by and between Surgical Safety Products, Incorporated ("SSP") and Steel
Beach Productions, Incorporated ("STEEL BEACH") for the purpose of design,
development, implementation, and testing of the OASiS Version 3.0 web based
application as more fully described below. This contract replaces two earlier
agreements, specifically, one agreement for Version 2.0 dated December 30, 1999
in the amount of $37,800 in cash and $37,800 in stock options, and one agreement
for Version 3.0 dated December 30, 1999 in the amount of $42,250 in cash and
$42,250 in stock options. All efforts expended by Steel Beach Productions under
these two contracts will be compensated under the terms of this agreement.
Article One: CONTRACT DESCRIPTION/PRODUCT SPECIFICATIONS
2. Project Overview: STEEL BEACH will develop the OASiS Version 3.0 in
accordance with the specifications and architecture formats provided
by SSP. Specifically, the overall application will be written in
Macromedia Authorware and/or Director with a portal for XML to
accommodate non high-speed access users. Database requirements will
be handled by SEQUEL. The product will be loaded and tested from
SSP's server and multiple platforms as required. Project specifics
are listed in Article 1.8 below.
3. The Project Manager and single point of contact for this contract for
SSP will be Xxxx Xxxx, 0000 Xxx Xxxxxxx, Xxxxxxxx, XX 00000,
000-000-0000, Fax 000-000-0000, e-mail xxxxx@xxxxxxxxxx.xxx.
4. The Project Manager and single point of contact for this contract for
STEEL BEACH will be Xxxxxxx Xxxxxxx at 0000 Xxxxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx, 00000, 000-000-0000 (phone),
000-000-0000, xxxxxxx@xxxxxxxxxx.xxx.
5. A project kickoff meeting and several follow up meetings were held by
SSP and STEEL BEACH to finalize content and product specifications.
6. At the project kickoff meeting, SSP provided STEEL BEACH the OASiS
Version 2.0 software for upgrading to Version 3.0. SSP also made
available a test portion on SSP Inservice Server for field-testing
and functionality testing purposes.
7. SSP user access is via a T-1 or T-2 connection.
8. SSP shall provide a subject matter expert (SME) throughout the term
of this contract to answer any technical questions at no cost to
Steel Beach. The SME shall be available for questions during normal
working hours (8:00am to 5:00pm EST) at the SSP office in Sarasota or
will be available via pager.
9. The V3.0 project to be completed by Steel Beach is detailed in the
"OASiS Clinical Internetwork V3.0 - Functional Outline - Hospital
Network Only" dated 02/01/00, as provided by OASiS to Steel Beach.
Specifically, Steel Beach will:
- Populate V3.0 with content from 30 in-service currently
in V2.0. No changes to content.
- Create one V3.0 in-service module from new material under
the guidance of the OASiS subject matter expert.
- Enhance schematics of V3.0 modules as needed from V2.0 flat files to
2D
- Insert QTVR 10 second videos into eight V3.0 in-service modules
- Add interactive multimedia such as light indicators as needed
- Insert video clips for twelve V3.0 in-service modules
- Design a new interface for V3.0
- Design, create a develop a virtual trade show feature
with a minimum of two trade show booth looks
1. A Prototype product shall be developed by STEEL BEACH and will consist
of:
- one fully functional V3.0 in-service module, and
- an example of the product interface and the twelve categories
OASiS shall review and approve the Prototype, or provide written comments to
STEEL BEACH as described in Article Seven, Product Review and Approval Process.
2. The Preliminary Product shall consist of:
- 24 fully functional V3.0 in-service modules, and
- the full functionality of all twelve categories, and the
population of 75% of these categories with content.
OASiS shall review and approve the Preliminary product, or proved written
comments to STEEL BEACH as described in Article Seven, Product Review and
Approval Process.
3. STEEL BEACH shall incorporate any changes that are presented, in
writing, by SSP according to the following criteria: STEEL BEACH
shall incorporate changes that are within the scope of this effort at
no additional charge. Any request for changes that are considered
out-of-scope, will not be incorporated until a telephone meeting is
held to (1) review the out- of-scope requests, and (2) resolve the
request for out-of-scope changes. Out-of-scope change requests may
require additional compensation by SSP to STEEL BEACH.
4. STEEL BEACH shall test the Final Product once all the changes have
been incorporated into the OASiS Version 3.0 program and provide the
Final Product to SSP on March 30, 2000.
5. SSP shall review and accept the Final Product or provide written
request for changes to STEEL BEACH. Upon incorporation of all
in-scope changes, the Final Product shall be approved by SSP.
6. Once the Final Product is approved by OASiS, Steel Beach will return
the 31 in-service modules used to develop this product to OASiS. This
will free up storage space in Steel Beach's offices for the next set
of in-service module kits to be received and produced.
Article Two: CONTRACT TERM:
2.1 Contractual services may begin upon the date of full execution of
this contract by SSP and STEEL BEACH.
2.2 The contract will be terminated upon deliver and acceptance of the
final product by STEEL BEACH to SSP and receipt of all payments for
invoices presented by STEEL BEACH to SSP.
Article Three: CONTRACT CONSIDERATION:
3.1 The total consideration for all contractual services shall be
$80,050.00 in cash and $80,050.00 worth of stock options in SSP Stock
Options determined as follows: The common stock option number will be
calculated based on the average closing share price (ACSP) in the 20
days of trading prior to deliver of the final product. The exercise
price will be 50% of the 20 day average closing price as quoted on the
OTCBB listing. The number of options issued will be calculated by this
formula: 2 x $80,050 / ACSP. The options have a term of five years and
conform to the standard SSP consultant option policy as far as
additional terms and details. The Stock Options shall be issued to
STEEL BEACH at the time of acceptance of the Final Product. This is a
firm-fixed fee contract with progress payments for product
deliverables as described herein.
3.2 A 25% deposit ($20,012.50) is due with the signing of the contract.
Deposits in the amount of $20,012.50 have been received and applied
to this requirement.
3.3 Progress payment pursuant to this contract will be made as described
below:
3.3.1 Payment for Prototype - $25,012.50
3.3.2 Payment for Preliminary Product - $27,025.00
3.3.3 Payment for Final Product - $8,000.00
3.4 Payment will be handled by submission of invoice by STEEL BEACH to G.
Xxxxxxx Xxxx at SSP at 0000 Xxx Xxxxxxx, Xxxxxxxx, XX 00000 for each
deliverable described in Articles One and Three. All payments are NET
10-day terms from receipt of deliverable with accompanying invoice
presented by STEEL BEACH to SSP. Interest shall accrue at 1.5% per
month for late invoice payments.
3.5 A proposed Product Development Schedule for deliverables will be
submitted by STEEL BEACH to SSP. The preliminary development effort
is estimated at 90 days fro the project kickoff meeting. Both parties
shall agree, in writing, to the schedule developed by STEEL BEACH ad
presented to SSP.
Article Four: PROPRIETARY INTEREST:
Anything, by whatsoever designation it may be known, that is produced, created,
or developed in connection with this contract shall remain the exclusive
property of the SSP and may not be copyrighted, patented, or otherwise
restricted pursuant to state or federal law or regulation. Neither the STEEL
BEACH nor any other individual employed under this contract shall have any
proprietary interest in any product, system or program produced, created, or
developed, pursuant to this contract. STEEL BEACH will, however, retain the
proprietary rights to anything to which such rights had attached prior to the
execution of this contract.
Article Five: INDEPENDENT CONTRACTOR
STEEL BEACH shall perform and render their services as an independent contractor
and not as an agent, representative, or employee of SSP. All the services
described herein will be performed by STEEL BEACH in a proper and satisfactory
manner as determined by SSP in its reasonable sole discretion.
Article Six: COSTS AND EXPENSES:
All costs and expenses, of any nature an type that are incurred by STEEL BEACH
while fulfilling the terms of this contract are to be borne by STEEL BEACH. Such
costs are to include, but not be limited to: travel, lodging, food, materials,
subcontractors and their costs, shipping, leasing, rentals of any variety,
salary or other benefits. In no case, other than by amendment of this contract,
shall SSP be responsible for any costs beyond those allocated in the section
entitled CONTRACT CONSIDERATION above.
Article Seven: PRODUCT REVIEW AND APPROVAL PROCESS
SSP shall have ten (10) working days to review and provide written comment back
to STEEL BEACH on all deliverables discussed in Articles One and Three. If,
after a deliverable by STEEL BEACH to SSP, the latter fails to provide written
approval or question the deliverable in writing within ten (10) working days
beyond the deliverable date, STEEL BEACH shall consider the
deliverable approved and move forward with the remaining contract requirements.
Article Eight: CHANGES AND CORRECTIONS:
STEEL BEACH agrees to make corrections, as suggested and warranted by SSP,
within the scope described in Article One, throughout the contract process.
However, substantive changes that are suggested or demanded by SSP after a
deliverable is approved will be considered "out-of-scope." Such out-of-scope
changes that are insisted upon by SSP may extend the deliverable timelines as
set forth herein in a manner that is proportional to the delay caused by the
out-of-scope changes. Similarly, such out-of-scope changes may also require
additional funding.
Article Nine: CANCELLATION:
In the event that both parties cannot come to agreement on the scope of the
project or resolve out-of- scope issues, this contract may be terminated by
either SSP or STEEL BEACH, by giving thirty (30) days written notice to the
other party; said notice shall be sufficient if it is delivered to the party
personally or mailed by certified mail to the mailing address as specified
herein. In case of cancellation, only the costs actually accrued for services
satisfactorily performed prior to the date of cancellation shall be due and
payable, and all work in progress shall remain the property of SSP and shall be
delivered to SSP upon payment of all outstanding invoices to STEEL BEACH.
Article Ten: ENTIRE AGREEMENT:
This contract constitutes the entire agreement of SSP and STEEL BEACH. No other
agreement or modification to this contract, expressed or implied, shall be
binding on either party unless same shall be in writing and signed by both
parties. This contract may not be orally modified. Any modification must be in
writing, expressly titled a modification, amendment, or addendum to this
contract, attached to this contract, and signed by both parties.
Article Eleven: FORCE MAJEURE:
Neither party shall be liable for los or damage suffered as a result of any
delay or failure in performance under this contract or interruption of
performance resulting directly or indirectly from acts of God, civil or miliary
authority, acts of public enemy, war, riots, civil disturbances, insurrections,
accidents, fire, explosions, floods, water, wind, lightning strikes or labor
disputes to the extend such events are beyond the reasonable control of the
party claiming excuse from liability resulting therefrom. If a "force majeure
event" does occur, the parties agree to negotiate an extension of te contract as
appropriate.
Article Twelve: LIABILITY:
In no event shall SSP or STEEL BEACH liable for any suit or claim for damages or
other relief resulting from the acts of the other party.
Article Thirteen: PRIORITY:
STEEL BEACH represent that all services required pursuant to this contract shall
be given first and immediate priority. Time is of the essence in regards to all
elements of this contract.
Article Fourteen: RENEWAL:
This contract may be renewed by written agreement of all parties.
Article Fifteen: ATTORNEYS' FEES:
Except as provided by law, the parties agree to be responsible for their own
attorneys' fees incurred in connections with any disputes arising under the
terms of this contract.
Article Sixteen: DISPUTES:
This contract shall be governed by and construed in accordance with the laws of
Florida.
Article Seventeen: SEVERABILITY:
The invalidity or unenforceability of any particular provision of this contract
shall not affect the other provisions hereof and this contract shall be
construed in all respects as if such invalid or unenforceable provision(s) was
omitted.
Article Eighteen: NOTICES:
All notice to be provided pursuant to this contract are to be provided to the
parties by directing it to the person and address set forth below:
WITH THEIR SIGNATURES, the parties agree to all the provisions,
special and general, and all other terms and conditions of this contract.
Florida law governs this contract.
/s/ G. Xxxxxxx Xxxx
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Surgical Safety Products, Inc.
2/29/2000
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Date
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
Steel Beach Productions, Inc.
2/29/2000
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Date
