Exhibit 10.8
PROFESSIONAL SERVICES AND CONSULTING AGREEMENT
BETWEEN JUGGERNAUT PARTNERS, LLC AND
U.S. INTERACTIVE, INC.
THIS PROFESSIONAL SERVICES AND CONSULTING AGREEMENT (this
"Agreement"), is made and entered into as of January 6, 1999, by and between
JUGGERNAUT PARTNERS, LLC, a Delaware limited liability company, with offices at
C/o ONYX International Company, LLC, 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx,
X.X. 00000 ("Juggernaut"), and U.S. INTERACTIVE, INC., a Delaware corporation
with offices at 00000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx
00000 ("USI").
W I T N E S S E T H:
WHEREAS, USI is in the business of, among other things, providing
consulting and professional services in connection with electronic enterprise,
including digital marketing, E-commerce business planning, knowledge management
consulting, graphical interface design, Internet systems design, and Internet
systems management; and
WHEREAS, Juggernaut desires to retain the Services (as defined
below) of USI; and
WHEREAS, USI desires to furnish the Services to Juggernaut upon
the terms, provisions, and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of these premises, the mutual
covenants, promises and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Retention of USI. Juggernaut hereby retains the
Services of USI, and USI hereby agrees to perform the Services for Juggernaut on
the terms and conditions hereinafter provided. USI understands and agrees that
it is retained to provide consulting and professional services, including work
for hire.
Section 2. Term of Agreement. This Agreement shall commence on the
date set forth above and shall remain in full force and effect until terminated
by either party as provided herein or as provided by law.
Section 3. Scope of Services. During the terms of this Agreement,
USI will provide materials and perform services (the "Services") described in
Work Orders (as defined below), which shall be incorporated into this Agreement
by reference. Such Services shall be performed with the authorization of, and
under the direction of, an authorized representative of Juggernaut.
1
Section 4. Work Orders. The particular Services to be provided by
USI to Juggernaut hereunder shall be described in a work order in a form
substantially similar to the work order attached hereto as Exhibit 4 (a "Work
Order"), which will be presented by Juggernaut to SUI describing: (i) Services;
(ii) the dates USI shall commence and end the Services (iii) the amount to be
paid by Juggernaut to USI upon the completion of the Services to be provided
under a particular Work Order; (iv) specifically-identifiable deliverables to
result from the Services; and (v) any other details and special terms and
conditions related to the Services, including, but not limited to, billing and
taxation, as applicable. USI shall be under no obligation to provide the
Services, and Juggernaut shall be under no obligation to pay for the Services,
unless and until a mutually agreeable Work Order is executed by both parties.
Section 5. Juggernaut Requested Modifications. Pursuant to this
Agreement and upon execution by the parties of any Work Order, Juggernaut may
from time to time request in writing changes in or additions to the Services
being performed by USI under any Work Order, which request shall include a
detailed description of such requested changes or additions (the
"Modifications"). After receipt of such request, USI shall submit to Juggernaut
an amended Work Order (an "Amended Work Order") which shall include a
description of the modifications and the time and charges required to provide
the requested Modifications. USI shall be under no obligation to proceed with
any requested Modifications prior to the receipt of an Amended Work Order, fully
executed by the parties.
Section 6. Compensation and Billing. Issues of compensation and
billing for the Services shall be addressed in each Work Order.
Section 7. Taxes. Any taxing of the Services shall be addressed in
each Work Order.
Section 8. Out-of-Pocket Expenses. In addition to the fees payable
for Services performed pursuant to, and which fees are governed, by Work Order,
Juggernaut shall also pay for reasonable travel, lodging, and other expenses
actually incurred by USI in providing the Services.
Section 9. Concept/Product Ownership. For purposes of, and when
used in, this Section 9, he phrases "to use" and "for use," when applied with
respect to Juggernaut, shall mean use in the conduct of the business of
Juggernaut or any affiliate of Juggernaut but shall not include the right to
sub-license; for purposes of the foregoing definition, an "affiliate of
Juggernaut" shall mean any person or entity controlling, controlled by, or under
common control with Juggernaut, provided that ownership of at least 25% of the
equity securities of any entity shall be deemed to be control for purposes of
this definition.
9.1 The parties agree that Juggernaut will own all
Juggernaut-specific code and Juggernaut-specific proprietary design generated
through USI's Services for Juggernaut to the extent paid for by Juggernaut.
2
9.2 The parties agree that concepts, information, and materials
developed by USI prior to commencement of and independent of Services to be
performed under a Work Order, including all versions of the e-commerce suite of
technologies that USI has rights to use, shall remain the property of USI,
except that, for so long as Juggernaut is not in default with respect to any
payment required under the pertinent Work Order and thereafter upon completion
of all payments required under such Work Order, Juggernaut shall have a
non-exclusive, royalty-free license to use all code then owned by USI associated
with e-commerce engines already created by USI. In addition for so long as
Juggernaut is not in default with respect to any payment required under the
pertinent Work Order and thereafter upon completion of all payments required
under such Work Order Juggernaut shall have a non-exclusive, royalty-free
license to use all code associated with e-commerce engines to be created and
owned by USI in the next three years following the date of this Agreement. For
so long as Juggernaut is not in default with respect to any payment required
under the pertinent Work Order, and thereafter upon completion of all payments
required under such Work Order, Juggernaut shall have a non-exclusive license to
use all code then owned by USI associated with e-commerce engines and tools
already created and owned by USI or then to be created and owned by USI and
USI's 1998 Agreement with Dairy Farm Management Services, Ltd.
9.3 USI agrees that concepts, information, and materials developed
by Juggernaut prior to commencement of and independent of Services to be
performed under a Work Order, or owned by a third-party, Juggernaut, or a
supplier of Juggernaut and furnished to USI by Juggernaut to enable USI to
perform the Services described in a Work Order, shall remain the property of
Juggernaut or such third-party, or supplier of Juggernaut.
9.4 For so long as Juggernaut is not in default with respect to
any payment required under the pertinent Work Order and thereafter upon
completion of all payments required under such Work Order, all copyrights in
Juggernaut-specific computer programs, Juggernaut-specific source code listing,
Juggernaut-specific programming documentation, and Juggernaut-specific manuals
and written materials relating to the specific materials developed by USI solely
for, and in connection with, the Services provided under this Agreement (the
"Deliverables," on in the singular "Deliverable") shall be the property of
Juggernaut. For so long as Juggernaut is not in default with respect to any
payment required under the pertinent Work Order, and thereafter upon completion
of all payments required under such Work Order, Juggernaut shall have a
non-exclusive, royalty-free, right to display, perform and distribute the "User
Interface" (meaning, all screen displays in Deliverables, and all test,
graphics, images and audiovisual works included in Deliverables, as well as all
combinations and sequences thereof included in Deliverables, owned by USI prior
to creation of Deliverable), and to make modifications and enhancements to, and
to create derivative works based on, the User Interface, for use in connection
with, inter alia, the Deliverables for the benefit of their customers.
3
9.5 Juggernaut acknowledges that in the course of USI's
performance hereunder, USI may incorporate into particular Deliverables source
data consisting of products, materials or methodologies proprietary to USI. For
so long as Juggernaut is not in default with respect to any payment required
under the pertinent Work Order and thereafter upon completion of all payments
required under such Work Order, Juggernaut shall have a non-exclusive,
royalty-free, license to use such proprietary products, materials and
methodologies incorporated into particular Deliverables, including the right to
distribute, modify, and enhance the materials for use in connection with
Juggernaut's distribution of the Deliverables to Juggernaut's customers.
9.6 For so long as Juggernaut is not in default with respect to
any payment required under the pertinent Work Order and thereafter upon
completion of all payments required under such Work Order, USI agrees and hereby
grants to Juggernaut a non-exclusive royalty-free license to use USI's Java game
engine to the extent it is now owned by USI, and a royalty-free, non-exclusive
sub-license to use all the intellectual property that was licensed to USI as the
Castle Infinity on-line game in or about February, 1997.
Section 10. Personnel. Contingent upon timely discharge of all
payment obligations of Juggernaut under the pertinent Work Orders, Juggernaut
shall, in its sole reasonable discretion, have the right to appoint reasonably
available USI employees to any work team for performances of the Services under
a Work Order. Contingent upon timely discharge of all payment obligations of
Juggernaut under the pertinent Work Orders, Juggernaut shall further have the
right, in its sole reasonable discretion, to reject any USI employee that it
deems to be unsatisfactory and to remove any USI employee that proves to be
unsatisfactory to Juggernaut, in its sole reasonable discretion. Each party
agrees not to hire or solicit for employment or otherwise engage the services of
any individual employed by the other party during performance of the Agreement
as an employee rather than as a contractor, and utilized to complete any of the
projects contemplated by this Agreement, without the other party's consent, for
a period of 12 months after the completion or termination of this Agreement.
Section 11. Acceptance Criteria of Deliverables. USI shall provide
the Deliverable described in, and when scheduled in, the Work Orders. Neither
party shall be held responsible for any delay or failure in performance of any
part of the Agreement to the extent such delay or failure is caused by fire,
flood, explosion, war, strike, embargo, government requirement, civil or
military authority, act of God, or other similar causes beyond its control and
without the fault or negligence of the delayed or non-performing party ("Force
Majeure Condition"). If any Force Majeure Condition occurs, the party affected
by the other's delay or inability to perform may elect to (1) suspend this
Agreement for the duration of the Force Majeure Condition and, once the Force
Majeure Condition ceases, resume performance under this Agreement with an option
in the affected party to extend the period of this Agreement up to the length of
time the Force Majeure Condition was endured; and/or (2) when the delay or
non-performance continues for a period of at least thirty (30) days, terminate,
at no charge, and effective upon written notice thereof to the non-terminating
party, this Agreement in its entirety, provided however that the terminating
party shall remain liable in respect of Services provided through the date of
such termination. Unless written notice is given within forty-five (45) days
after the affected party is notified of the Force Majeure Condition, election
(1) shall be deemed selected.
4
Section 12. Warranty. USI represents and warrants that it is
capable of providing the Services and that the Services will be performed with
due care and diligence at a level that meets professional standards and in a
workmanlike manner typically employed by U.S. firms in the same industry as of
the effective date of this Agreement.
Section 13. Independent Contractor. USI's status will be that of
an independent contractor, and neither it nor its employees will be deemed to be
employees or agents of Juggernaut. USI accepts full and exclusive liability for
the payment of contribution or taxes measured by the remuneration paid to its
employees. These include but are not limited to Federal and state unemployment
insurance, Federal Insurance Contribution Act (FICA), Federal and local payroll
taxes, compensation insurance, or any similar item now or hereafter imposed by
Federal, state, county or local government.
Section 14. Confidentiality.
14.1 Both parties acknowledge that they each have confidential and
proprietary information, including certain information that derives actual or
potential economic value from not being generally known to the public, which
confidential and proprietary information is the subject of reasonable efforts
under the circumstances to maintain its secrecy ("confidential information").
Each party may receive confidential information from the other such as, but not
limited to, non-public information concerning the business products, customers,
or finances of either party. Neither receiving party shall, directly or
indirectly, disclose to any party other than its employees, affiliated
companies, and authorized agents or contractors (and such party shall be liable
to the other party for any material disclosure made by such employees,
affiliated companies and agents or contractors in violation of this Agreement)
any confidential information concerning the disclosing party's business methods,
products, customers, or finances, or any other confidential information which is
disclosed to it by the other party, whether or nor in writing and whether or not
designated as confidential, without the prior written permission of the
disclosing party, unless such disclosure is specifically required in the course
of the performance by the receiving party of its obligations hereunder and then
only to the extent necessary to perform the receiving party's obligations under
this Agreement. Each party shall take reasonable steps under the circumstances
to maintain the secrecy of confidential information received from the other
party. The obligations of USI and Juggernaut under this Section 14 shall not
extend to any information which: (i) becomes publicly available other than
through the action of the receiving party; (ii) is subsequently rightfully
furnished to the receiving party by a third party without restriction on
disclosure; (iii) is furnished by the disclosing party at the time of receiving
such disclosure; (iv) is rightfully known by the receiving party at the time of
receiving such information; provided, however, that nothing in this Section 14
shall prevent disclosure of any information which is required to be disclosed by
valid order of a court or other governmental body or by law.
5
14.2 The parties acknowledge that this Agreement contains
commercially confidential information that may be considered proprietary by
either or both parties, and agree to limit distribution of this Agreement to
those individuals in their respective organizations with a need to know the
contents of this Agreement.
14.3 Specific performance. Each of the parties hereto acknowledge
that any material breach by them of their respective obligations under this
Section 14 will cause irreparable harm to the other party for which its remedies
at law will be inadequate and that each of the parties hereto agrees that they
each shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically the terms and
conditions hereof in addition to any other remedy to which such party may be
entitled, at law or in equity.
14.4 The provisions of this Section 14 shall survive termination
of this Agreement and shall remain valid for a period of two (2) years from the
termination or expiration of this Agreement.
14.5 Upon completion of the Services to be provided hereunder,
each party shall return to the other party all of such other party's
confidential information and copies thereof in the receiving party's possession.
Section 15. Termination.
15.1 Juggernaut shall have the right to terminate this Agreement
at its sole discretion and without cause (a "Termination for Convenience"). In
the event of a Termination for Convenience, Juggernaut shall, after giving
written notice to USI (a "Notice of Termination") of a Termination of
Convenience, pay to USI reasonable actual expenses incurred by USI in connection
with providing the Services up to the date of the Termination for Convenience.
Any Notice of Termination shall be provided pursuant to Section 22 hereof. Upon
receipt of the Notice of Termination, USI shall immediately cease performance of
the Services and USI shall make commercially reasonable efforts to minimize cost
and to preserve the Deliverables completed to date. This Agreement shall be
considered terminated effective as of the receipt of the Notice of Termination.
Juggernaut shall not be responsible for fees, costs, or expenses (including, but
not limited to, travel and lodging) of any Services performed by USI after USI
receives the Notice of Termination, other than unavoidable and reasonable
expenses experienced by USI despite good faith efforts by USI to make
commercially reasonable efforts to minimize cost and to preserve the
Deliverables completed to date. Upon termination of this Agreement, each party
shall return to the other party all of such other party's confidential
information and copies thereof in the receiving party's possession.
6
15.2 The parties agree that upon termination under this Section
USI will own all Juggernaut-specific code and Juggernaut-specific proprietary
design generated through USI's Services for Juggernaut, if and to the extent not
paid for by Juggernaut.
15.3 Upon termination under this Section, Juggernaut shall have no
license of any sort to use code owned by USI associated with e-commerce engines
already created by USI if Juggernaut has failed to make all payments due prior
to such termination under the pertinent Work Orders, but if Juggernaut has made
all payments due prior to such termination under the pertinent Work Orders,
subject to Section 15.9, Juggernaut shall continue to have a non-exclusive,
royalty-free license to such code. Upon termination under this Section,
Juggernaut shall not have any license to use any code created or generated by
USI under USI's 1998 Agreement with Diary Farm Management Services, Ltd. if
Juggernaut has failed to make all payments due prior to such termination under
the pertinent Work Orders, but if Juggernaut has made all payments due prior to
such termination under the pertinent Work Orders, subject to Section 15.9,
Juggernaut shall continue to have a non-exclusive, royalty-free license to such
code.
15.4 Upon termination under this Section, copyrights in
Juggernaut-specific computer programs, Juggernaut-specific source code listings,
Juggernaut-specific programming documentation, and Juggernaut-specific manuals
and written materials (the affected Deliverables) (a) shall be the property of
USI if and to the extent that Juggernaut has failed to make all payments due
prior to such termination under the pertinent Work Orders, and (b) shall be the
property of Juggernaut if and to the extent that Juggernaut has made all
payments due prior to such termination under the pertinent Work Orders.
15.5 Upon termination under this Section, Juggernaut shall not
have any license as to the User Interface (meaning, all screen displays in
Deliverables, and all test, graphics, images and audiovisual works included in
Deliverables, as well as all combinations and sequences thereof included in
Deliverables), owned by USI prior to creation of Deliverables if Juggernaut has
failed to make all payments due prior to such termination under the pertinent
Work Orders, but if Juggernaut has made all payments due prior to such
termination under the pertinent Work Orders, Juggernaut shall continue to have a
non-exclusive, royalty-free license to such User Interface.
15.6 Upon termination under this Section, Juggernaut shall not
have any sort of license as to USI's proprietary products, materials and
methodologies incorporated into particular Deliverables if Juggernaut has failed
to make all payments due prior to such termination under the pertinent Work
Orders, but if Juggernaut has made all payments due prior to such termination
under the pertinent Work Orders, Juggernaut shall continue to have a
non-exclusive, royalty-free license to such proprietary products, materials and
methodologies.
15.7 Upon termination under this Section, Juggernaut shall not
have any sort of license to use USI's Java game engine or any sort of license or
sub-license from USI to use intellectual property that was licensed to USI as
7
the Castle Infinity on-line game in or about February, 1997 if Juggernaut has
failed to make all payments due prior to such termination under pertinent Work
Order, but if Juggernaut has made all payments due prior to such termination
under the pertinent Work Orders, subject to Section 15.9, Juggernaut shall
continue to have a non-exclusive, royalty free license to USI's Java game engine
and such intellectual property.
15.8 Either party may, upon thirty (30) days' prior written notice
to the other, terminate this Agreement if the terminating party determines, in
its reasonable and lawful judgment, the other party is in breach. Upon
termination under this Section, Concept/Product Ownership rights shall be
equitably adjusted in accordance with Sections 15.2 to 15.7 of this Agreement,
if and to the extent Juggernaut has failed to make all payments due prior to
such termination under the pertinent Work Order, and the parties agree to
execute any documents reasonably requested by the other party concerning the
termination and the effect it had on Concept/Product ownership rights. The power
or right to terminate for breach set forth in this Section does not imply
elimination of any rights either party might otherwise have to bring an action
for damages (including interest at the legal rate) or equitable relief.
15.9 In the event that USI has not been paid a total of $2,000,000
by Juggernaut for USI's work efforts under agreed Work Orders, within 18 months
of the date of this Agreement (other than due to termination of this Agreement
for a material breach by USI pursuant to Section 15.8), the licenses granted
under Section 9.2 and Section 9.6 shall terminate on the 18 month anniversary of
this Agreement. If the Agreement termination is due to material breach by USI
pursuant to Section 15.8, and USI has not been paid a total of $1,000,000 by
Juggernaut for USI's work efforts under agreed Work Orders, within 18 months of
the date of this Agreement, then the licenses granted under Section 9.2 and
Section 9.6 shall terminate on the 18 month anniversary of this Agreement.
Section 16. Assignability. This Agreement shall not be assignable
by either party to any other party without the consent of the other party.
Consent by USI shall not be unreasonably withheld.
Section 17. Non-Exclusivity. This Agreement is a non-exclusive
agreement. USI reserves the right to provide services to others and Juggernaut
reserves the right to obtain similar services from others; provided, however,
that neither party shall violate the provisions of Section 9 (Concept/Product
Ownership) or Section 14 (Confidentiality) in its transactions with others.
Section 18. Intellectual Property. Except as expressly provided
herein, nothing contained in this Agreement shall be construed as conferring by
implication, estoppel, or otherwise, any license or right, under any patent,
trademark, trade name, trade secret, copyright, or other proprietary right of
either party.
8
Section 19. Access to Premises. Juggernaut shall, at no charge to
USI, grant reasonable access to Juggernaut's premises in connection with the
Services to be provided by USI. USI shall coordinate such access with
Juggernaut's designated representative. USI agrees that its employee(s)
performing the Services on Juggernaut's premises shall observe Juggernaut's
security and safety rules and guidelines. In the event any of the Services to be
provided by USI necessitate that the work be performed on Juggernaut's premises,
Juggernaut agrees to provide at no charge to USI working space, telephone
access, terminals, computer time, clerical support, and any other facilities and
support reasonably requested by USI.
Section 20. Compliance with Laws. Each party shall comply with all
applicable federal, state, and local laws, ordinances, regulations, codes,
rules, orders and requirements of all duly constituted governmental authorities,
including the procurement of permits and licenses when needed.
Section 21. No Third-Party Beneficiaries. This Agreement and the
Work Orders entered into pursuant hereto are for the benefit of USI and
Juggernaut and not for any other person.
Section 22. Notices. Any notice required to be given hereunder
shall be in writing and shall be either hand delivered, with receipt
acknowledged, sent by U.S. registered or certified mail, return receipt
requested, postage prepaid by a reputable overnight air carrier service that
provides written notice of delivery, or by facsimile transmission. Notices shall
be deemed given on the business day following the date shown on the facsimile
transmission or the date shown on the signed evidence of receipt. Notices
intended for USI shall be sent to its address appearing on page 1 hereof to the
attention of Xxxx X. Xxxxxxxxx, telephone (000) 000-0000, facsimile (310)
440-3378. Notices intended for Juggernaut shall be sent to its address appearing
on page 1 hereof to the attention of Xxxx Xxxxxxx, telephone 202/000-0000,
facsimile 202/333-8260. Either party may change its address, telephone or
facsimile number for notice purposes by providing written notice to the other
party in accordance with this Section 24.
Section 23. Severability. If any provision of this Agreement or
the application of any such provision shall be held by a tribunal of competent
jurisdiction to be contrary to law, the remaining provisions of this Agreement
and all other applications of such provision shall continue in full force and
effect.
Section 24. Governing Law; Jurisdiction. This Agreement shall be
governed by and construed under the laws of the State of Delaware, except for
the conflicts of law principles thereof.
Section 25. Entire Agreement; Survival. This Agreement and Work
Orders entered into pursuant hereto constitute the entire agreement between the
parties concerning the subject matter hereof and may not be amended or modified
except by written instrument signed by authorized representatives of both
parties hereto. The provisions of Sections 9, 10, 14 and 15 hereof shall survive
any termination or expiration of this Agreement and shall continue in effect
unless otherwise specified by the terms of this Agreement.
9
Section 26. Titles and Headings. Titles and headings used in this
Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof and shall in no way define, modify or restrict the
meaning or interpretation of the terms or provisions of this Agreement.
Section 27. Authority. EACH PARTY HAS FULL POWER AND AUTHORITY TO
ENTER INTO, PERFORM, AND EXECUTE THIS AGREEMENT, AND EACH PERSON SIGNING THIS
AGREEMENT ON BEHALF OF EITEHR PARTY HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED
TO ENTER INTO AND EXECUTE THIS AGREEMENT. EACH PARTY FURTHER ACKNWOLEDGES THAT
IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]
10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of, and to be effective as
of, the date first above written.
"JUGGERNAUT"
JUGGERNAUT PARTNERS, LLC, a Delaware
limited liability company
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: CEO
"USI"
U.S. INTERACTIVE, INC., a New Jersey
corporation
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: EVP
Portions of this document have been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Commission.
[ ] - Denotes material has been deleted.
Juggernaut Web Site Development - Launch 1
US Interactive Statement of Work
Created for Juggernaut Partners
Revised March 27, 1999
[GRAPHIC OMITTED]
Table of Contents
INTRODUCTION .............................................................4
PROJECT OVERVIEW..........................................................5
SCOPE FOR LAUNCH 1 DEVELOPMENT............................................6
Interface Scope......................................................6
User Interface..................................................6
[ ] Interface............................................7
Global Management Application...................................7
Technical Scope......................................................9
Security Layer.................................................10
Juggernaut Database............................................10
Data Access Layer..............................................10
Registration and Account Management............................10
Login..........................................................11
Navigation.....................................................11
Search.........................................................11
[ ]..................................................11
[ ]..................................................12
Transaction....................................................12
Accounting.....................................................12
Category Management............................................13
Product/Service Management.....................................13
Fulfillment....................................................13
Promotions and Advertisement...................................14
[ ]..............................................14
Business Rules Module..........................................14
[ ] Tool Set.......................................15
Profile / Personalization......................................15
Error and Logging..............................................15
Messaging / Email..............................................16
Customer Support...............................................16
Internal System Task Scheduler.................................16
Online Help....................................................17
System Monitor.................................................17
SCOPE CONTINGENCIES......................................................18
PROJECT MANAGEMENT METHODOLOGY...........................................20
PRODUCTION TEAM..........................................................21
Team Members........................................................21
Team Structure......................................................22
LAUNCH TIMELINE..........................................................25
MILESTONES AND DELIVERABLES .............................................26
PRODUCTION COST ESIMATE FOR LAUNCH 1.....................................27
Technical Development Costs.........................................27
Creative Development Costs..........................................28
Other Costs.........................................................28
2
[GRAPHIC OMITTED]
PAYMENT SCHEDULE.........................................................29
RISKS / CRITICAL PATH DEADLINES..........................................31
PRODUCTION PLAN / BUDGET CONTINGENCIES...................................35
AGREEMENT................................................................38
3
[GRAPHIC OMITTED]
Introduction
--------------------------------------------------------------------------------
Juggernaut's mission is to provide a global-exchange platform, enabling buyers
and sellers to effectively and easily exchange products over the Internet with
the help of innovative technologies, an intuitive interface, and a [ ].
The following features are a part of the vision for the Juggernaut Web Site:
o Full buying and [ ] capabilities
o Access to new [ ] products
o Visual navigation of Product Database [ ]
o Powerful search feature
o Full [ ] system
o System to [ ]
o Full Business-to-Consumer and Business-to-Business capabilities
o Product [ ] Tool Suite
o Global [ ] infrastructure
o [ ] marketplace presence
o Market-tested interface usability
o [ ] Brand / Logo strategy
o [ ] capabilities
o [ ] selection process
o Full Product Image Database System
o Juggernaut Site Management System
o Expansive Customer Support / Help Desk System
This document describes the Project Scope, Cost Estimates, Production Plan, and
Timeline for Launch 1 of the Juggernaut Web Site, the first step toward this
vision.
4
[GRAPHIC OMITTED]
Project Overview
--------------------------------------------------------------------------------
US Interactive is being hired by Juggernaut Partners to provide Business Plan
Development and production toward Launch 1 for the Juggernaut Web Site. Two
separate teams have been created to work on the Juggernaut engagement: the
Business Development Team and the Production Team.
The USI Business Development Team and the USI Production Team are being retained
by separate Statements of Work with Juggernaut Partners.* This document details
the scope of work to be completed by the USI Production Team for Launch 1.
Juggernaut Partners is responsible for:
o Business Plan Development
o Business Operations
o Top-level Business Strategies
o Establishing Supplier Partnerships
o Establishing Bank Partnerships
The USI Business Development team is responsible for:
o Business Plan Development
o Top-level Business Strategies
o Communication of Top-level Business Strategies to Production Team
The USI Production Team is responsible for the following, as they relate to the
feature-set described in the Project Scope section of this document:
o Planning and development of the web site technical architecture
o Planning and Development of the web site information architecture
o Planning and Development of the web site Interface Design
o Product Categorization Plan and Implementation
o Tactical implementation of the Business Strategies as communicated by
the Business Team
o Full Technical and Creative documentation - providing descriptions
and breakdowns of all processes, technical systems, code, and design
style-guides. (This will be further defined to a mutually agreeable
level once production begins.)
o Management of third party vendors, including:
o Brand/Logo company(ies)
o Market Research company(ies)
o Companies providing outsourced software development
o Call Center company(ies)
o Hosting/Site Maintenance company(ies)
* Additional Statements of Work will also be created between Juggernaut and any
necessary third-party vendor, such as [ ] Call Center companies, and
Data Center companies. USI is not responsible for these contracts.
5
[GRAPHIC OMITTED]
Scope for Launch 1 Development
--------------------------------------------------------------------------------
The following scope description details the feature-set of the Juggernaut site
on Launch 1. Additional features will be incorporated into future versions of
the site, as agreed by both Juggernaut and USI.
Interface Scope:
User Application
----------------
Basic user and technical specifications to be designed for:
o IE 4.0 and Netscape 4.0 and above
o Screen resolution: 600 x 800
o HTML
o Modem speed: 56.6 and above
Product [ ]
o Users can [ ]
o [ ] picture
o [ ] name and Profile
o [ ] System (filled with user input viewable by
Launch 2)
o Information on becoming a [ ]
o Email [ ]
Navigator (New [ ])
o Navigation through relational database
o Related items list
Other:
o Buy capabilities (Full purchase process)
o Product list - sortable by:
o Brand
o Description
o [ ]
o Price
o Product screen:
o product picture
o product info
o related links
o product characteristics (user can choose product
specifics)
o [ ] for individuals and small businesses
o [ ]
o Shopping Cart - generating information automatically from
user's profile
o [ ] - shows all the [ ] the user is participating
in
o Key word search with customized filters based on user's needs
6
[GRAPHIC OMITTED]
Scope for Launch 1 Development (Continued)
--------------------------------------------------------------------------------
User Application (Continued)
-----------------------------
o My Profile containing:
o Personal information
o billing addresses
o shipping addresses
o credit card information
o payment preferences
o Lists of favorite products
o FAQ Help section
[ ] Interface - External Application
-------------------------------------------
o [ ]
o Ability to send the following to a customer: product list,
product information
o Scratch pad tool
o [ ] - reference tool for [ ]
o [ ] profile, including: [ ]
Global Management Application
-----------------------------
o Product/Service Management (add products, delete products, change
product information, change promotional information, meta-data
information management...)
o User Management (Add/Delete/Modify users, security levels)
o [ ] Management (Add/Delete/Modify [ ]
o Navigator Management
o Product Category management
o Product Relationship management
o [ ] Management
o Template Management
o Reporting:
o User Statistics
o Accounting
o Financials
o Products and Inventory
o User Feedback
o Sales
o [ ] Statistics
o [ ] Log Analysis
o [ ]
o [ ] Usage
o Shipping & Tracking
7
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Interface Scope: (Continued)
Global Management Application (Continued)
-----------------------------------------
o Vendor Management
o Transaction Management
o [ ] Management
o Email Notifier System
o [ ] Management
o Default Values Management
o Help Section Management
8
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1
Having discussed in detail the functional requirements for Juggernaut we have
identified the implementation level modules which will serve as the technical
scope for this project. Displayed below in Figure 1 is the software application
architecture for the Juggernaut project. Each module is described in detail in
the next section so that the technical scope of the project becomes more
apparent. Please refer to the Technical Design Document, to be presented and
approved on 3/19, for full detail on the specific scope of each module to be
completed during production of Juggernaut web site Launch 1.
[
]
Figure 1. Software Architecture Diagram
---------------------------------------
9
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
The module functionality descriptions are provided below:
1) Security Layer
The security layer provides a secure environment for the application.
It provides a secure socket layer (SSL) communication between the
user-interface and the underlying application and data. Also, whenever
necessary a user-name and password will be used to authenticate entry
to the available application resources. This module not only manages
security for data access but also takes into consideration data
confidentiality issues and audit/logging issues whenever the system is
accessed.
2) Juggernaut Database
The Juggernaut database will serve as the heart of the application.
This will be the repository for all production data needed to serve our
customers, [ ], and the management team. The database will house data
such as user profile, past purchases, billing information, shipping
addresses, [ ], category information, product information for new [ ]
goods, [ ] information, service information, [ ] profile, [ ]
information, purchases, inventory, transaction history, [ ],
financials, pricing models, and system parameters.
3) Data Access Layer
The data access layer will be the interface between the database and
the application. The data access layer will manage the database
connections and database calls. The data access layer will define a
uniform method of data access to all the other application modules.
4) Registration & Account Management
This module will provide programmatic interfaces for registering new
users, [ ], and management accounts. It will have provisions to verify
the email address of users as a means of authenticating the user's
identity. The registration module will request information such as
user-name, password, full name, and email address. Additional
information such as credit card number, address and birth-date may also
be requested from the user.
For Launch 1, the creation and management of business group accounts
will not be provided. Businesses wanting to transact on Juggernaut will
have to create an individual user account and use that account to
transact. In later phases of the project support will be provided for
business group accounts (as described in the Scope Contingencies
section).
10
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
5) Login
The Login module functions to authenticate the user via their user-name
and password. Once the user is authenticated, the Login module will set
the appropriate security settings for the user so that s/he has access
to the appropriate areas within the system. For security reasons the
login module will lock the user account if the user fails to provide a
valid user-name and password for a predetermined number of times.
6) Navigation
The Navigator tool and the associated functionality will be part of
this module. The navigation tool will allow the user to visually see
the relational product data within the Juggernaut central database. The
user will be able to navigate the products categories listed within the
Juggernaut database and see a list of all the items that belong in that
category. The navigation tool will also allow the user to restrict the
number of associated product relationships that are visible.
7) Search
The search mechanism is tightly integrated with the navigation tool.
The user is able to perform sophisticated keyword searches with the
help of a 3rd party search engine integrated within the Juggernaut
framework. The search tool will generate a list of products matching
the search request. They system will automatically generate a pull-down
list of appropriate choices based on the user's initial request in the
search field, in order to avoid too many results.
8) [ ]
During the user's visit to the Juggernaut web-site, s/he may [ ] The
function of this module is to keep track of the [ ] the system and
available to [ ]. Depending on the [ ] required by the user, this
module would determine which [ ] is the most [ ] the user and [ ] The
algorithm that determines which is the most [ ] will take into account
variables such as: [ ]
This module will also log information that will assist in [ ]
The logged information will [ ] Information such as the
[ ] will be recorded.
11
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
9) [ ]
The purpose of the [ ] module is to [ ] Logging functions will also be
included as part of the [ ] module. The main programmatic interfaces
provided by the [ ] module will be: create a [ ] will be responsible
for development of the [ ] Module. USI is responsible for integrating
the [ ] module into the system.
10) Transaction
This module is the key to the purchase process. The main functions
provided by this module would include: inventory checking, temporary
product holding, calculation of total and sub-totals, taxes and
shipping costs, payment authentication (credit-card authentication, [ ]
authentication), inventory update, fulfillment notification,
transaction completion, financials update, and [ ] update.
Initially the only methods of payment available to users will be credit
cards, pre-payments [ ] During later phases other payment methods such
as virtual checks, CODs, and checks can be incorporated into the
system.
The Transaction module will determine whether there is enough inventory
within our system to decide what shipping options to show to the user.
If the inventory is insufficient, then the system will only show
shipping options that take into consideration the delay necessary to
obtain the products by the fulfillment center. Also, once the user
decides to pay for those products and goes to the credit card payment
screen, the transaction module will put on hold the quantity of
products chosen by the user.
If after a pre-determined amount of time the user still has not
completed the transaction, the transaction module will remove the
temporary hold on the product. Once the user has decided to pay for the
product and has chosen the shipping address, the transaction module
will determine the tax and shipping costs associated with purchase and
present a final total amount xxxx with the appropriate line items.
11) Accounting Interface
This module will provide programmatic interfaces to accounting packages
and tools that are used by management and partners. Several key
functions that this module provides are: [ ] management, [ ], product
sales, returns, refunds, partner commissions, and partner product
sales. The module needs to communicate with several other modules in
order to collect the information necessary to provide data for regular
accounting reports.
Billing, collections, accounts payable, accounts receivable, and other
general ledger items are not a part of this module.
12
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
12) Category Management
The Category Management module will be the primary interface between
the management and the underlying data that is being used by the
navigation tool. Programmatic interfaces to functionality such as
category creation, category linking, category description, category
activation, and category inactivation will be supported by this module.
13) Product Management
The Product Management module will be one of the most important modules
of the application. This module will provide programmatic interfaces
for [ ] of product information [ ] as well as [ ] Thus, whenever a
partner wants to [ ] in order to make it available to users.
Also, programmatic interfaces for [ ] will be available to allow for
insertion of information about [ ], update information about [ ]
entered into the system, and delete information about [ ] entered into
the system. The [ ] that allows [ ] information about the products [ ]
will work in tandem with the interfaces provided by this module.
14) Fulfillment
The fulfillment module will be tightly coupled with the Transactions
module. Once a user has ordered a product, information about the order
has to be sent to the appropriate vendor or fulfillment center so that
the transaction can move forward. The purpose of this module will be to
establish that channel of communication between the vendor or
fulfillment center. This module will not only pass information to the
vendor or fulfillment center but also receive information about the
shipping status of the product(s). This module will capture all the
necessary information about the delivery of the product(s) so that it
can update the database to reflect the status of the shipment.
Implementation of this module is highly dependent on the level of
automation of each partner's system. The desired level of information
from each partner may not be available online. Thus, the programmatic
interfaces that this module needs to support are: send order
information (quantity, SKU#, shipping address, shipping method,
authorization code, order date), receive shipping information (shipping
date, shipping method, quantity shipped, shipping ID#) and update user
transaction status in the database.
Depending on the number of fulfillment centers or vendors that
Juggernaut needs to integrate with a custom fulfillment process will
have to be developed. Thus, it is possible that the scope of this
module might change based on the partnerships that are established.
13
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
15) Promotions & Advertisement
Juggernaut Management may want to have promotions on certain products
on a seasonal basis or at random because of advertising partnerships
developed with manufacturers. In cases like this, it is necessary to
provide mechanisms through which a product or a group of products can
be associated with discount percentages. This module will allow the
management to create new promotions, modify the parameters of existing
promotions, or inactivate/activate existing promotions.
16) [ ]
The [ ] module will be integrated with the Product module.
The [ ] module will support a [ ]. The programmatic
interfaces that the [ ] module needs to support are: [ ]
The [ ] module will be integrated with the product classification
scheme used by the Product module. Thus, when a user navigates or
searches for products, the [ ] items will be part of the item list that
the user sees. Obviously there will be a way to distinguish an [ ] item
versus a [ ] on the user interface.
17) Business Rules Module
The business rules module will be tightly coupled with the database and
the data access layer. It is the development teams intention to
consolidate all business rules in a centralized module so that it is
easier to manage any changes that need to be made. These business rules
will most likely be in the form of [ ]
The business rules module will encapsulate individual business rules
and provide an interface to those individual business rules. Thus,
there will be as many programmatic interfaces that the business rules
module exposes as there are business rules.
The business rules module will be developed in such a way so as not to
[ ] within the business rule. All the [ ] will be stored in a
Juggernaut system table so that it is easier to [ ]
This module is dependent on several third-party software packages.
Based on the implementation requirements of these packages, it may not
be possible to create a separate Business Rules module. If this is the
case, Business Rules may already be built into the specific functional
modules themselves.
14
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
18) [ ] Tool Set
The following programmatic interfaces will be supported for the
internal [ ] system: login, logout, [ ] user's profile and transaction
history, [ ] user's profile, all the functionality supported by the
Navigation and Search modules, [ ], create a temporary work area, add
product items from the search result list to the work area, remove
items from the work area, and [ ] from the work area to the [ ]
19) Profile/Personalization
The profile/personalization module will start to become useful once the
Juggernaut system has a xxxxxxxx xxxx of information in terms of
products, users, and transactions. Until then the amount of
personalization that can be accomplished is minimal. As a result, the
purpose of this module will be to put into place underlying data
structures to support personalization in [future phases] of the
project. Several 3rd party products are available that will be
evaluated before implementing the personalization module. The purpose
of the personalization module will be to collect as much user
information as possible through active (user registration, surveys,
comments, etc.) and passive (click-through analysis, purchase history,
etc.) data gathering techniques, and, based on that information,
provide product recommendations and advertisements to the user.
The functions provided by this module will be: modify profile,
recommend product/service, generate user affinity groups, and match
user with affinity group.
20) Error & Logging
The error and logging module will be very critical in identifying
problems that occur with the system while in production mode. The
errors and logs captured by this module will be invaluable in debugging
and solving problems. This module will be coupled with the data access
layer in order to capture the state-information and the process/task
information before the information is logged. There will only be one
programmatic interface provided by this module which will capture all
the necessary information about the error or the process and log it to
an appropriate table in the database.
15
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
21) Messaging/Email
This module will provide interfaces to create, modify, activate, and
inactivate emails to be sent out to the users on a regular basis. For
example, users will be sent an email once they register on Juggernaut,
after they make a purchase, to remind them about their [ ], to remind
them of special promotions, etc. The email portion of this module will
allow for creation of mailing lists, messages, and schedule the sending
of those messages. The module will incorporate a communication
interface to a farm of SMTP servers so that fast delivery of emails is
ensured.
The messaging portion of the module will have interfaces to create
static messages on pre-determined portions of the user interface so
that the user can be notified of important information. For example,
the messaging module will communicate with the accounting module to
collect information about the user's [ ] and pass it on to the user
interface module to be displayed appropriately. Other instances of
messaging would be to let the user know of any system level changes
that were about to be made or additional functionality that have been
added to the system that we want to highlight.
22) Customer Support
The customer support module is a portion of the management application.
This module will support all functionality that is needed to assist a
user when s/he calls the customer service center. The customer support
module will be an integration of functionality already created for the
users.
The programmatic interfaces supported by the Customer Support module
are: create a new user, modify existing user profile (after verifying
that the user is who they claim to be), activate/inactivate user
account, look-up transaction status, cancel product delivery, process
product returns/refunds, enter comments, view user's transaction
history, view user's [ ], and modify user's [ ].
The customer support module will interface with the login and
registration modules in order to provide the same level of security as
the User web-site.
23) Internal System Task Scheduler
The System Scheduler will support the execution of recurring tasks
within the system, based on management decisions. For example, it will
be the Scheduler module's responsibility to do a backup of the database
at a predetermined time. Certain utilities built into the operating
system (such as [ ]) will be used to assist in the development of this
module.
16
[GRAPHIC OMITTED]
Scope for Launch 1 Development: Continued
--------------------------------------------------------------------------------
Technical Scope Launch 1: (Continued)
24) Online Help
The online help module is one of the simpler modules within the
Juggernaut system. The online help module will have frequently asked
questions (FAQ) section for users and [ ].
25) System Monitor
The System Monitor module will provide the heartbeat of the system. The
complex network system, large-scale database, and production servers
will be constantly monitored by this module with the help of tools
available for companies such as BMC Software, Platinum Software, and/or
Computer Associates.
The main function of this module will be to keep a tab on various
aspects of the system resources such as disk space, network traffic,
database services, web-server services, hardware systems, security
services (hacks, denial of service attacks), etc. If the module detects
any problems it will warn and alert appropriate operators/managers
based on the priority of the problem. These alarms will either be sent
via email or pagers based, once again, on the priority of the problem.
17
[GRAPHIC OMITTED]
Scope Contingencies:
--------------------------------------------------------------------------------
The Project Budget and Production Schedule are based on the following Scope
Contingencies for Launch 1. If the following Scope Contingency list changes, the
Budget and Production Schedule may need to be altered accordingly.
1. [ ] system
o For Launch 1, we will be focusing on individuals and
small/home businesses.
o We will prepare for [ ] now,
and a full implementation of this feature will be a part of
future site releases.
2. [ ]
o [ ]
o [ ]
3. Call-Center / Help Desk Module
o USI is not responsible for the creation of the call-center, and
this module will be outsourced to a third-party.
o For Launch 1, the call center will be used for general customer
support only.
o The [ ]
4. Purchasing Escrow
o We will be designing the system to support purchasing escrow.
o Escrow will be outsourced to a third-party for Launch 1.
5. Recurring Purchases / Scheduling Tool
o Product tracking for Launch 1 will be implemented by linking to the
UPS or FedEx site, provided the necessary partnership with UPS or
FedEx is established 2 months prior to the Launch 1 date.
o A calendar with a recursive purchasing feature, personal dates, and
reminders will be implemented during future launches of the site.
6. [ ]
o For Launch 1:
o Database fields will be built to accept [ ] information
o Technical architecture is being built to prepare for [ ]
o Delivery and logistics will be outsourced to a third party
o In the future:
o [ ] content will be offered and marketed
o Choice of [ ] on Home Page
7. Fulfillment
o Implementation of the fulfillment module is highly dependent on the
level of automation of each partner's system. The desired level of
information from each partner may not be available online.
8. Services
o Services will be offered through our database during future site
releases.
18
[GRAPHIC OMITTED]
Scope Contingencies: Continued
--------------------------------------------------------------------------------
9. Product Image Database
o A Product Image Database, defined as being a database of images
supplied by vendors [ ] will be created for Launch 1.
o Pending an appropriate number of images is collected from vendor
partnerships, the Product Image Database [ ] on Launch 2.
10. [ ]
o The concept of purchasing a [ ] will be explored
in qualitative and quantitative surveying of [ ] during the
development of Launch 1.
o If the concept is proven feasible and desirable among the user-base,
[ ] will be phased in for certain products on a case-by-case
basis starting 2-4 months after the hard launch date.
11. Hosting / Site Maintenance
o The USI Production Team will interface with a third-party (new
Juggernaut venture or other) to integrate the data-warehousing of
the Juggernaut site.
12. Business Rules Module
o The Business Rules module is dependent on several third-party
software packages. Based on the implementation requirements of these
packages, it may not be possible to create a separate Business Rules
module.
13. [ ]
o Offering consumers the choice of [ ] per product will be
tested in Market Research during the development of Launch 1.
o If the concept is proven desirable by the user-base, [ ] will
be recruited after [ ] are in place.
19
[GRAPHIC OMITTED]
Project Management Methodology:
--------------------------------------------------------------------------------
The USI Senior Project Manager will be in contact with Juggernaut daily,
discussing the project, ensuring that all deliverables and reviews are met, and
documenting all progress. In order to expedite communication between USI and
Juggernaut, the following reports and processes will be implemented:
Production Schedule
The Production Schedule is a timeline of the project, outlining the
important project milestones. If the project scope is altered during
production, the Production Schedule is updated accordingly to reflect
the change. All internal and external reviews and milestones will be
reflected in this schedule. The Production Schedule will be updated
with completed tasks and delivered to Juggernaut twice monthly.
Status Meetings
Internal team Status Meetings will be held on a weekly basis. Client
Status Meetings will be determined by milestones within the Production
Schedule; a schedule of all Client Status Meetings will be generated
and distributed on a monthly basis.
Weekly Status Report
Given to Juggernaut weekly. These reports reflect all conversations,
developments, and issues relevant to the project, and reiterate any
dependencies or deliverables that are needed from Juggernaut.
Contact Report
Used as a verification of an agreement or important meeting with
Juggernaut, a Contact Report is usually sent a few days after the
conversation takes place. Our policy is to fax the report -- if it is
not disputed within 24 hours, it is understood that Juggernaut agrees
with the account of the decisions made, and the next production steps
will be taken.
Milestone Approval
At each major milestones or deliverable, the presentation overview, any
appropriate revisions, and next steps will be presented in a report.
The report will be signed by Juggernaut before work toward the
revisions will be done by USI.
Change Request Form
This form will be sent from Juggernaut to USI whenever a change or
revision to the scope is requested, as outlined in the Change Request
Process (Addendum 1of this document). It is an invaluable tool in
clearly defining the change in Project Scope and the implications to
the Production Schedule and Estimated Costs.
20
[GRAPHIC OMITTED]
Production Team:
--------------------------------------------------------------------------------
Total people: 38
Technical: 21
Creative: 10
Other: 7 (Project Managers, Taxonomist, Asset Manager, Copywriters, etc.)
Total Team:
1. [ ]
21
[GRAPHIC OMITTED]
Production Team: Continued
--------------------------------------------------------------------------------
Team Structure:
(people are spread across multiple teams... Please refer to Team Org Chart for
more detail)
Overall Management Team:
o [ ]
Cross-Functional Integration Team:
o [ ]
Internal Market Research Team:
o [ ]
Brand / Logo Management:
o [ ]
All Site Copy:
o [ ]
Information Architecture Development:
o [ ]
22
[GRAPHIC OMITTED]
Production Team: Continued
--------------------------------------------------------------------------------
Database Module Team:
o [ ]
Application Development Team:
o Login Module / Registration Module: [ ]
o [ ] Module: Software Engineer #1
o Search Integration Module: [ ]
o Product Category Navigation Module: Software Engineer #4
o Category Management Module: Software Engineer #2
o Product Info / Pricing Calculation Module: Software Engineer #1
o [ ] Module: [ ]
o Transaction Module: [ ]
o Financial / billing Module: [ ]
o Accounting / [ ]: Software Engineer #8
o [ ] Module: [ ]
o Mail / Messaging Module: [ ]
o Promotions Module: Software Engineer #1
o Profile / Personalization Module: [ ]
o [ ] Tool Set: [ ]
o Decision Support / Data Warehousing: [ ]
o Customer Support Module: Software Engineer #2
o Scheduler: Software Engineer #4
o System Monitor Module: [ ]
o Online Help: Software Engineer #5
o Security: [ ]
o Fulfillment and Shipping Feedback Module: Software Engineer #9
o Error Module:
o [ ]
o User Interface Integration: [ ]
o Infrastructure Development: [ ]
o Database Administration: [ ]
23
[GRAPHIC OMITTED]
Production Team: Continued
--------------------------------------------------------------------------------
User Application Interface Design:
o [ ]
Quality Assurance Team:
o (All team for each responsible module)
o [ ]
o QA2 - maybe needed
Technical Documentation Team:
o Full-time Technical Writer
o [ ]
o Technical Writer
[ ] Application Interface Design:
o [ ]
Interface Design Production Team:
o [ ]
24
[GRAPHIC OMITTED]
Launch 1 Timeline:
--------------------------------------------------------------------------------
The Production Schedule is based on the project scope as outlined in the Scope
for Launch 1 Development section of this document. If the project scope is
altered, either through a Change Order Request or other request, the Production
Schedule may be updated to reflect the change.
Important Dates / Deadlines for Launch 1:
Start Date: [ ]
Beta Launch Date: [ ]
- functioning system, Full QA on whole system begins
Launch 1 Date: July 30, 1999 *
- Fully functioning system, access given to the public
Next Steps toward Launch2:
(The following Next Steps are outside the scope of Launch 1, and would
require a separate Statement of Work agreement between Juggernaut and
USI.)
Continued Focus Group / Marketing Research
Additions/modifications to site's feature set
User Tracking / Reporting
Additional Supplier Partnerships established
Launch 2 Date: [ ]
- Full promotional/marketing/advertising campaign push
* If USI is fully involved in the Quality Assurance of the Juggernaut Web Site
by the launch date of July 30, 1999, Juggernaut may decide to retain the USI
team on a Time and Material basis for an extended timeframe for further Quality
Assurance work under this agreement, not to exceed 2 weeks.
25
[GRAPHIC OMITTED]
Milestone Schedule:
--------------------------------------------------------------------------------
(Please refer to the Production Schedule for additional details)
Focus Group Round 1 Report [ ]
Focus Group Round 2 Report [ ]
Technical Design Document Presented [ ]
Focus Group Round 3 Report [ ]
Buy vs. Build Technical Analysis Report [ ]
Brand Name Presentation [ ]
Final Screen Layouts Approved [ ]
Focus Group Round 4 Report [ ]
Copy Review 1 [ ]
Usability Test Report [ ]
User Interface Design Review 1 [ ]
Quantitative Research Report [ ]
Data Dictionary/Product Categorization Complete [ ]
Technical Integration Report 1 [ ]
All Assets from Partners Delivered [ ]
Copy Review 2 [ ]
User Interface Design Review 2 [ ]
Master Design Doc Complete [ ]
[ ] Review [ ]
Logo Presentation [ ]
Technical Integration Report 2 [ ]
Final Copy Review [ ]
User Interface Design Complete [ ]
Technical Integration Report 3 [ ]
Controlled Launch Date [ ]
Technical Integration Report 4 [ ]
Beta Launch Date: [ ]
Launch 1 Date 7/30
26
[GRAPHIC OMITTED]
Production Cost Estimate for Launch 1:
--------------------------------------------------------------------------------
Based on the current scope as defined in the Project Scope sections above, the
budget is set at a fixed price. USI and Juggernaut will have monthly evaluations
of the project, from which any necessary Change Orders will be generated.
Technical Development Costs:
-------------------------------------------------- --------------------
Development / Integration Effort: Estimated Cost:
-------------------------------------------------- --------------------
Product Categorization [ ]
-------------------------------------------------- --------------------
Technical / Creative Integration [ ]
-------------------------------------------------- --------------------
Database [ ]
-------------------------------------------------- --------------------
Database Access Layer [ ]
-------------------------------------------------- --------------------
Login Module [ ]
-------------------------------------------------- --------------------
Registration Module [ ]
-------------------------------------------------- --------------------
Profile/Personalization module [ ]
-------------------------------------------------- --------------------
[ ] Module (outsourced to [ ])
-------------------------------------------------- --------------------
Search Integration Module [ ]
-------------------------------------------------- --------------------
Customer Support Module [ ]
-------------------------------------------------- --------------------
Category Management Module [ ]
-------------------------------------------------- --------------------
Mail/[ ] Module [ ]
-------------------------------------------------- --------------------
Product Info/Pricing Calculations Module [ ]
-------------------------------------------------- --------------------
[ ] Module [ ]
-------------------------------------------------- --------------------
Transaction Module [ ]
-------------------------------------------------- --------------------
Financial/Billing Module [ ]
-------------------------------------------------- --------------------
Accounting / Commission Module [ ]
-------------------------------------------------- --------------------
Online Help [ ]
-------------------------------------------------- --------------------
[ ] Module (outsourced to [ ])
-------------------------------------------------- --------------------
System scheduler module [ ]
-------------------------------------------------- --------------------
Promotion module [ ]
-------------------------------------------------- --------------------
[ ] Tool Set [ ]
-------------------------------------------------- --------------------
System Monitor Module [ ]
-------------------------------------------------- --------------------
Security [ ]
-------------------------------------------------- --------------------
Fulfillment and Shipping Feedback [ ]
-------------------------------------------------- --------------------
Error Module [ ]
-------------------------------------------------- --------------------
User Interface Programming [ ]
-------------------------------------------------- --------------------
Infrastructure Development [ ]
-------------------------------------------------- --------------------
Quality Assurance [ ]
-------------------------------------------------- --------------------
Documentation [ ]
-------------------------------------------------- --------------------
[$ ]
SUBTOTAL
-------------------------------------------------- --------------------
27
[GRAPHIC OMITTED]
Production Cost Estimate for Launch 1: Continued
--------------------------------------------------------------------------------
Creative Development Costs:
-------------------------------------------------- --------------------
Development / Integration Effort: Estimated Cost:
-------------------------------------------------- --------------------
Focus Group driven Design Revisions [ ]
-------------------------------------------------- --------------------
Information Architecture Development [ ]
-------------------------------------------------- --------------------
Interface Design [ ]
User Interface
[ ] Interface
Global Management Interface
-------------------------------------------------- --------------------
Production [ ]
-------------------------------------------------- --------------------
SUBTOTAL [$ ]
-------------------------------------------------- --------------------
Other Costs:
-------------------------------------------------- --------------------
Production Effort: Estimated Cost:
-------------------------------------------------- --------------------
Team Management: [ ]
Overall Project Management
Senior Project Manager
Project Manager
Project Coordinator
Technical Team leadership
Senior Tech Lead
Co-Tech Lead
Co-Tech Lead
Creative Team leadership
Creative Director
Senior Art Director
-------------------------------------------------- --------------------
Marketing Research Company Management [ ]
-------------------------------------------------- --------------------
Logo/Brand Company Management [ ]
-------------------------------------------------- --------------------
Copywriting [ ]
-------------------------------------------------- --------------------
SUBTOTAL [$ ]
-------------------------------------------------- --------------------
ESTIMATED TOTAL [$ ]
NEGOTIATED TOTAL $3,600,000
28
[GRAPHIC OMITTED]
Payment Schedule:
--------------------------------------------------------------------------------
US Interactive is to receive equal payments at the end of each month for the
duration of the project. Upon approval of this document, the first month's
payment is due.
If work toward Launch 1 continues past the estimated launch end-date of July 30,
1999 (or such later date as the Launch 1 Date shall have been extended to in
accordance with the provisions set forth in the Production Plan/Budget
Contingencies section of this Statement of Work), because of reasons other than
reasonably avoidable delay solely attributable to USI, or a Force Majeure
Condition (as defined in the Agreement [defined below]) in which case the
provisions of Section 11 of the Agreement shall apply.(1) Force Majeure
Conditions do not include reasonably avoidable days of delay attributable to
Juggernaut or its suppliers or other contractors, or reasonably avoidable days
of delay attributable to third parties not connected with either party. U.S.
Interactive will be paid the remainder of the fixed fee of $3.6 million in
accordance herewith and will then be paid monthly at the end of each month on a
time and material basis for work on and after July 30, 1999 at the usual and
customary rates charged by U.S. Interactive, discounted by 20%. The last $1
million of the fixed fee of $3.6 million shall be paid no later than October 15,
1999. Should payment of the last $1 million not occur by before October 15,
1999, then Juggernaut will pay interest to U.S. Interactive at 10% per annum
from July 30, 1999 on any such unpaid amount until the same is paid.
Some additional team members working specifically on the Business Plan portion
of the project are not included in the cost estimate. These team members will be
retained on a time and material basis until the Business Plan is completed.
--------
(1) Section 11 of the Agreement provides: USI shall provide
the Deliverable described in, and when scheduled in, the Work Orders. Neither
party shall be held responsible for any delay or failure in performance of any
part of the Agreement to the extent such delay or failure is caused by fire,
flood, explosion, war, strike, embargo, government requirement, civil or
military authority, act of God, or other similar causes beyond its control and
without the fault or negligence of the delayed or non-performing party ("Force
Majeure Condition"). If any Force Majeure Condition occurs, the party affected
by the other's delay or inability to perform may elect to (1) suspend this
Agreement for the duration of the Force Majeure Condition and, once the Force
Majeure Condition ceases, resume performance under this Agreement with an option
in the affected party to extend the period of this Agreement up to the length of
time the Force Majeure Condition was endured; and/or (2) when the delay or
non-performance continues for a period of at least thirty (30) days, terminate,
at no charge, and effective upon written notice thereof to the non-terminating
party, this Agreement in its entirety, provided however that the terminating
party shall remain liable in respect of Services provided through the date of
such termination. Unless written notice is given within forty-five (45) days
after the affected party is notified of the Force Majeure Condition, election
(1) shall be deemed selected.
29
[GRAPHIC OMITTED]
Payment Schedule: Continued
--------------------------------------------------------------------------------
It is agreed that Juggernaut may terminate work under this Statement of Work,
effective as of the receipt of Juggernaut's notice of termination, for
Juggernaut's convenience and not based on any default, if the amounts paid to US
Interactive under this Statement of Work as of the date of such termination
total $2,500,000 or more. In the event that USI has not been paid a total of
$2,500,000 by Juggernaut for USI's work efforts under this Statement of Work,
within 18 months of the date of this Statement of Work (other than due to
termination of the Professional Services And Consulting Agreement dated as of
January 6, 1999 Between Juggernaut Partners, LLC and U.S. Interactive, Inc. [the
"Agreement"] for a material breach by USI pursuant to Section 15.8 thereof), the
licenses granted under Section 9.2 and Section 9.6 of the Agreement shall
terminate on the 18 month anniversary of this Statement of Work.
Except as set forth above, this Statement of Work is not intended to modify or
waive the rights of either party under the Agreement. In the event of a
termination for convenience, Juggernaut shall pay to USI reasonable actual
expenses incurred by USI in connection with providing the services under this
Statement of Work up to the date of the termination for convenience. Upon
receipt of the notice of termination, USI shall immediately cease performance of
services under this Statement of Work and USI shall make commercially reasonable
efforts to minimize cost and to preserve the Deliverables completed to date.
Juggernaut shall not be responsible for fees, costs, or expenses (including, but
not limited to, travel and lodging) of any services performed by USI more than
30 days after USI receives the notice of termination, other than unavoidable and
reasonable expenses experienced by USI despite good faith efforts by USI to make
commercially reasonable efforts to minimize cost and to preserve the
deliverables completed to date. The parties agree that licenses to intellectual
property and ownership thereof will be allocated in accord with the Agreement
upon such termination.
30
[GRAPHIC OMITTED]
Risks / Critical Path Deadlines:
--------------------------------------------------------------------------------
Outlined below are critical business/partnership issues that Juggernaut and the
USI Business Development Team are responsible for. These deadlines directly
effect the Production Schedule and Production Team efforts. If any of the
following Critical Path Deadlines are not met, the Production Schedule and/or
Production Budget may be effected.
The following table details the Critical Path Issues and specific responsible
party:
------------------------------------------- -------------------------------- ------------------------------
Critical Path Issue: Responsible Party: Deadline:
------------------------------------------- -------------------------------- ------------------------------
Juggernaut Management Hiring Plan Juggernaut [ ] Hiring Plan due by [ ]
------------------------------------------- -------------------------------- ------------------------------
Juggernaut Management Hiring Juggernaut [ ] [ ]
Immediate Needs:
- Supplier Development and
Management Team
- [ ] Manager
- Other Business Strategists
------------------------------------------- -------------------------------- ------------------------------
Juggernaut Management Hiring Juggernaut [ ] [ ]
Secondary Needs:
- VP Finance
- Customer Support Director
- [ ] System Manager
------------------------------------------- -------------------------------- ------------------------------
Supplier Partnerships Identified Juggernaut [ ] [ ]* *
------------------------------------------- -------------------------------- ------------------------------
Technical Due Diligence for Supplier USI Development Team [ ] [ ] after Supplier
Partnerships * * * Partnerships are identified,
or within a similar
reasonable timeframe. (Not
to exceed [ ] total.)
(Upon completion of the
technical due diligence as
approved by USI, USI will
be given [ ] of
development time for
each partner. Integration
development will happen
concurrently across
partners.)
------------------------------------------- -------------------------------- ------------------------------
31
Risks / Critical Path Deadlines: Continued
--------------------------------------------------------------------------------
------------------------------------------- -------------------------------- ------------------------------
Bank Partnership Juggernaut [ ] [ ]
------------------------------------------- -------------------------------- ------------------------------
Accounting Software Package Decision Juggernaut [ ] [ ]
(Allowing at least [ ] of
development time before
launch)
------------------------------------------- -------------------------------- ------------------------------
Legal Questions Juggernaut [ ] [ ]
------------------------------------------- -------------------------------- ------------------------------
Business Strategy: Juggernaut and USI Business [ ]
- [ ] details Development Team
- [ ] [ ] TBD Business
- Customer Care Strategy Strategists)
- Privacy/Security Strategy
- Promotional Strategy/[ ]
- Default Values
------------------------------------------- -------------------------------- ------------------------------
Location for [ ] Center, Call Center Juggernaut [ ] [ ]
and Hosting Facility
------------------------------------------- -------------------------------- ------------------------------
Privacy / Security Compliance Information USI Production Team [ ]
to production team [ ]
(Trust E, ISCA, BBBOnline)
------------------------------------------- -------------------------------- ------------------------------
* * This supplier partnership deadline will be fulfilled when Juggernaut
delivers the following information per partner to USI:
1. Supplier Name and general contact information
2. Technical contact information
3. Contract status, interest level and time estimates for contract
signing and integration
4. Category
5. Potential quantity of SKUs
6. General Systems Capabilities
7. Systems Issues - Answers to as many of the technical due-diligence
questions (listed in next footnote below) as possible
8. Next Steps
32
[GRAPHIC OMITTED]
Risks / Critical Path Deadlines: Continued
--------------------------------------------------------------------------------
* * * Technical Due Diligence is defined as answers to the following questions:
(Continued on next page...)
1. File format Information:
o Sample Products
o Pricing
o Inventory Files
o Additional fields per product (manufacturer information,
warranty data, specials, promos, etc.)
o Product information display concerns
2. Category Information:
o Organization of data
o Organizational structure protocols
3. Branding Information:
o Representation concerns
4. File Access Information:
o Process for receiving information (i.e. FTP, HTTP, E-mail)
o Frequency of data updates
o Charges associated with accessing the partner's data
o Times for access availability (24/7 or other)
5. Order Entry Information:
o Process for communicating an order
o Protocol for inventory, pricing, and time-to-ship
o Back-order system reliability
o Back-order logistics
6. Shipping Information:
o Carrier information
o Shipping locations
o Multiple warehouses or singe warehouse
o Availability of shipping cost information
o Availability of any additional information
7. Returns Information:
o Return logistics
8. Technical Support and Customer Service:
o Availability of technical support for development team
o Logistics of customer support
o Times of customer support availability
9. Fees and Pricing Information:
o Fees associated with [ ]
o Fees associated with placing orders
o Fees associated with sending back returns
o [ ]
o Pricing contingencies
33
[GRAPHIC OMITTED]
Risks / Critical Path Deadlines: Continued
--------------------------------------------------------------------------------
* * * Technical Due Diligence is defined as answers to the following questions:
(Continued from previous page...)
10. Network and Security Information
o Network Topology (Private[Leased] line, Internet)
o Security and Access Control Policy
o Firewall (if Internet) configuration requirements
o Data encryption requirements
34
[GRAPHIC OMITTED]
Production Plan / Budget Contingencies:
--------------------------------------------------------------------------------
o Once the Production Schedule and Estimated Costs are approved, by execution
of this Statement of Work by the parties, modifications in the scope of the
project will come in the form of a Change Request, as outlined in the
Change Request Procedure attached as Addendum 1of this document.
o Modifications of the scope of work as a result of the Focus Group/Usability
reports will come in the form of a Change Request, as outlined in the
Change Request Procedure attached as Addendum 1of this document.
o Upon receipt of a Change Request, USI will present an updated Budget
Estimate and Production Schedule for Juggernaut review. Signed approval of
the updated Budget Estimate and Production Schedule will xxxx the beginning
of production efforts toward the new scope.
o All milestones in the Production Schedule will be strictly adhered to. In
the event of a delay of a Juggernaut -driven milestone or approval, the
Production Schedule will be adjusted accordingly on a case-by-case basis as
agreed by both parties. In the event of a delay of a USI-driven milestone
or deliverable, the schedule will not be modified and USI will use it's
best efforts to meet the final launch date as agreed by both parties.
o USI will communicate to Juggernaut when a Juggernaut-driven milestone or
approval is approaching.
o Due to the aggressive Production Schedule, USI requests that approval
turnaround for updated Budget Estimate and Production Schedules, or any
deliverable associated with the project occur within 72 hours and that the
parties negotiate in good faith during such 72 hour period to reach
agreement with respect to the terms of any updated Budget Estimate and
Production Schedule presented by USI. If there is a delay of more than 72
hours for any approval, it is understood that USI will be granted an
extension for delivery of the effected deliverable and all other
deliverables that are reasonably likely to be delayed and actually are
delayed as a result of such delay in approval (unless such delay is due to
USI's failure to negotiate in good faith during such 72 hour period to
reach agreement with respect to the terms of any updated Budget Estimate
and Production Schedule presented by USI).
o At every major milestone/deliverable point (as detailed in the Production
Schedule), Juggernaut will be required to sign a Milestone Review Sheet.
Project production work and/or work toward the requested revisions for the
deliverable will commence upon execution of this form.
o If a milestone status meeting and the associated milestone
approval/revision discussions take longer than 2 days, the final Launch 1
Date will be pushed back one day for each day in excess of such 2 day
period until the terms of the Reviewed Deliverable are finally agreed upon
and such Milestone Review Sheet is executed by Juggernaut) .
o For artistic or creative approvals, there will only be one round of
revisions per deliverable.
o If the time necessary to complete revisions to a given deliverable exceeds
two weeks, a Change Order Request will be required from Juggernaut
containing terms that are mutually agreed to by Juggernaut and USI.
35
[GRAPHIC OMITTED]
Production Plan / Budget Contingencies: Continued
--------------------------------------------------------------------------------
o If any of the Critical Path deadlines for which USI is not responsible or
for which USI does not share responsibility (as described in the Critical
Path section above) are not met, USI will not be held to the Launch 1
deadline and a change order will be required to review the project
schedule. The number of days that the Launch 1 Date is moved will be
communicated by USI on a case-by-case basis.
o Status Meetings requested by Juggernaut which are not already outlined in
the predetermined monthly Status Meeting schedule will effect the Launch 1
Date. The number of days that the Launch 1 Date is moved will be
communicated by USI on a case-by-case basis. However, any ad hoc Status
Meetings (1 hour or less in length, consisting of an oral presentation of
general project status with no resulting additional work) will not effect
the Launch 1 Date.
o For the Launch 1 deadline, USI is responsible for integrating [ ]
if Juggernaut establishes these partnership contracts prior to the Critical
Path Date of [ ]
o The time/budget estimates are dependent on the number of partnerships
Juggernaut establishes for Launch 1. If more than [ ] are established for
Launch 1, a Change Order may be required from Juggernaut.
o If USI can not move forward with technical due diligence during the
integration of the [ ] because of partnerships issues such as contract
agreements or other political reasons, the [ ] time-limit count down will
be halted until the contract or political issue is resolved between
Juggernaut and the [ ]. Once the issue is resolved and USI can continue
with the technical due diligence process, the [ ] time limit count-down
will commence.
o If Juggernaut identifies at least [ ], and 1) those [ ] can be reasonably
integrated, 2) Juggernaut supplies the appropriate technical contact
information by [ ] and contracts are finalized to the point where technical
due diligence is possible during the technical due-diligence process, 3)
technical due diligence is done within the Critical Path Deadline described
above, 3) USI can not fully integrate each of the [ ] within [ ], and 4) no
change order regarding or relating to integration efforts is agreed to by
both parties, then USI will continue to work beyond the July 30, 1999
launch date at no additional cost to Juggernaut.
o The Production Cost Estimate does not include costs for the following,
which will be billed separately with prior approval from Juggernaut:
- All costs associated with [ ] (Focus Group / Market
Research companies) relating directly to Market Research efforts
- All costs associated with [ ] (assisting with Partnership Strategy)
- All costs associated with [ ] (Branding company)
- All costs associated with Juggernaut Logo development
- All costs associated with [ ]
- Any and all fees associated with the Trademark process for the
Juggernaut brand and logo
- All Business Plan and Juggernaut operational infrastructure costs
- All partnership development costs
- All costs associated with Site Hosting and Maintenance
- All costs associated with building/creating a Help Desk call center
- USI MIS employees consulting with Juggernaut, to be billed on a Time
& Material basis
- All costs associated with the hiring of Juggernaut employees,
including recruiting fees
- Ongoing [ ] Application Development.
- Any and all other development costs for future site launches.
36
[GRAPHIC OMITTED]
Production Plan / Budget Contingencies: Continued
--------------------------------------------------------------------------------
o All Out of Pocket Expenses, including fees associated with travel,
hardware, and software licenses for both USI and any third-party vendors,
are not included in the Project Estimate and will be billed separately with
prior approval from Juggernaut.
o US Interactive is not responsible for any delays in the production schedule
as caused by development partners or third party vendors. If such a delay
occurs, the Launch date may be effected. The number of days that the Launch
Date is moved will be communicated by USI on a case-by-case basis.
o USI is responsible for hiring the Production Team members necessary to
complete the Project Scope by the Launch 1 deadlines.
o Pending any future Change Order Requests or other requests to alter the
scope of the project, USI is responsible for creating the system to include
the features described in the Project Scope section above.
o If the Launch 1 Date (as the same may be extended in accordance with the
provisions set forth in the Production Plan/Budget Contingencies section of
this Statement of Work) is not met or clearly will not be met because of
the reasonably avoidable delays solely attributable to USI, then Juggernaut
may, upon written notice to USI, terminate this Statement of Work and the
provisions of Section 15.8 of the Agreement with respect to allocation of
licenses and ownership of property rights will apply. The power or right to
terminate for such breach does not eliminate any rights Juggernaut might
otherwise have to bring an action for damages (including interest at the
legal rate) or equitable relief.
37
[GRAPHIC OMITTED]
Agreement
--------------------------------------------------------------------------------
The following signatures designate intent to proceed with development of
Juggernaut's online electronic commerce business with specific acknowledgement
on the scope of work, the estimated cost and the timeline of the engagement.
Upon execution by both parties, this Statement of Work shall become Appendix B
to the Professional Services and Consulting Agreement.
By: _________________________________________________________
Name: _________________________________________________________
Date: ___________________
Juggernaut Partners, LLC
By: _________________________________________________________
Name: _________________________________________________________
Date: _________________________________________________________
US Interactive, Inc.
38
