Database Licensing Agreement between COMMUNICATE XXX.XXX, INC. and JCL Assoc.
Xxxxx xx Xxxxx
Xxxxxx xx Xxxx
Xxxxxx Xxxxxx of America
SOFTWARE DEVELOPMENT AND DISTRIBUTION AGREEMENT
This Agreement is made on May 26d1, 2000, by and between XxxxxxxxxxxXxx.xxx
Inc, 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (hereinafter referred
to as "Owner") and JCL Associates Inc., 0000 Xxxxx Xxxxx, Xxxxx 0000, Xxxxxxx,
XX 00000 (hereinafter referred to as "Developer").
In consideration of the premises and of the mutual covenants and agreements
contained in .this Agreement, XxxxxxxxxxxXxx.xxx Inc, and JCL Associated Inc. (
collectively, hereinafter referred to as the "Parties")hereby agrees fol1qws:,
A. "Owner" agrees to purchase the computer equipment listed in Exhibit II A II
(hereinafter known as the "Equipment"). "Developer" agrees the "Equipment"
will support the software developed by "Developer".
B. The "Parties" wish to develop a software applications package to be run on
the "Equipment" for use in business establishments.
C. Both "Parties" have services, monies, knowledge, expertise, and equipment
that is necessary to combine their efforts to develop a useful software
program for businesses and, therefore, the "Parties" agree to the following
terms:
I. DEFINITIONS
1.01 "Product(s)" is defined as any merchandise the "Owner" will market and
sale.
1.02 The term "business establishment" includes, but is not limited to, any
prospective customer of the "Owner" who leases or purchases a "Product(s)" for
use in a business for the purpose of advertising, keeping inventory , cost
control, expenses, accounts receivable, or other data base management
information that may be the subject of the software program contemplated by the
"Parties".
1.03 "Software" is defined as the computer applications program that is to
be written by the "Developer" or "Parties".
1.04 "Hardware" is defined as any and all computer equipment, including,
but not limited to, the equipment described in Exhibit II A II that is necessary
to produce, market, sell, or use the computer software program in conjunction
with the business model listed in Exhibit "D", which is the subject of this
Agreement.
II. SCOPE OF AGREEMENT AND LIMITATIONS OF AUTHORITY
2.01 The purpose of this Agreement is to allow the. "Parties" to combine
their resources and talents to produce a software application program for
business establishments. It is contemplated in this Agreement that both
"Parties" shall contribute the time, money, services and equipment that may be
necessary to produce the software program, as described on Exhibit "C".
2.02 Neither party has authority for and on behalf of the other except as
provided for in this Agreement. No other authority, power, partnership, use, or
rights are granted or implied.
2.03 Neither party may make, revise, alter, or otherwise diverge from the
terms, conditions, or policies that are subject to this Agreement without a
written amendment to this Agreement that is duly executed bye the"Parties"
2.04 Neither party may incur any debt, obligation; expense, or liability of
any kind against the other without the other's express written approval.
2.05 Both "Parties" agree to comply with all local, state, federal, and
international laws and regulations applicable to the transactions contemplated
in this Agreement.
2.06 Both "Parties" expressly recognize that they are not responsible or
liable for any misrepresentations, errors, omissions of any kind, negligence,
carelessness, or other problems or disputes that through the fault of the other
party may arise during the terms of this Agreement. Accordingly, in the event
such a dispute or otherwise arises, the party through whose error or omission
the dispute arose, agrees to indemnify the other party and pay for any and all
costs of defending the action that may arise as a result of the dispute,
including, but not limited to, attorney's fees.
2.07 Both "Parties" agree to maintain records and insurance applicable to
the business subject to this Agreement.
III. TERMS OF THE AGREEMENT
3.01 The term of this Agreement shall be one year from the date this
instrument is executed by the"Parties".
3.02 If, after the term of the Agreement has expired, the "Parties"
continue to do business together as if this Agreement were still in effect, the
Agreement shall be renewed and shall continue in effect until one of the
"Parties" notifies the other in writing of the termination of this Agreement.
Any such termination letter must give 30 days' notice to the other party.
3.03 Termination may be by agreement, on 30 days' written notice pursuant
to provision 3.02 above, or may occur immediately upon the breach of this
Agreement by one of the "Parties".
A breach of this Agreement includes, but is not limited to, a violation of the
policies and rules by one of the "Parties", breach of the noncompetition clause
of this Agreement, the making of a misrepresentation or false statement by one
of the "Parties", nonperformance of the party's duties, death of a party, or the
occurrence of a conflict of interest between the "Parties".
3.04 Duties. "Owner" hereby agrees to supply to "Developer" any and all
necessary hardware required, as listed in Exhibit " A ", to develop the software
program contemplated under this Agreement, including, but not limited
to,.database(s) and other third party software required..
Once the software program is developed and acceptable to the "Owner", and
"Owner" has provided compensation to "Developer" as outlined in Exhibit "B",
"Developer" agrees the "Owner" retains exclusive ownership. "Owner" is given the
right to market "Product(s)" in any geographic territory , method and manner
that the "Owner" sees fit.
"Developer" will write and prepare the software program and documentation
necessary to support the program, and will be available for consultation explain
the operation and Use of the program to "Owner". "Developer" will be available
for demonstrations of the program and will ; provide technical support as
outlined in Exhibit "C". "Developer" will be responsible for providing and
writing any and all updates, changes, or modifications to the software program
if the same becomes necessary as outlined in Exhibit "C". "Owner" will provide
to the "Developer", in writing, any additional specifications not outlined in
this agreement. "Developer" will charge the hourly rate specified in Exhibit "B"
for development and implementation of these additional items.
The "Parties" agree to devote their time, energy and attention to the
duties specified in this Agreement in order to complete the software program as
scheduled in Exhibit "B". The "Parties" agree to provide prompt, courteous and
professional efforts to promote the development and technical support of the
software program.
The "Parties" agree to refrain from doing any act that would hurt,
prejudice or impair the sale or development of the software program subject to
this Agreement.
IV. COMPENSATION
4.01 "Owner" agrees to pay "Developer" in accordance with Exhibit "B".
V .NONCOMPETITION PROVISIONS
5.01 The "Parties" hereto agree that the covenants, agreements and
restrictions (hereinafter "this covenant") contained herein are necessary to
protect the business goodwill, business interests and proprietary rights of
XxxxxxxxxxxXxx.xxx Inc. and that the "Parties" hereto have independently
discussed, reviewed and had the opportunity of legal counsel to consider this
agreement and now hereby agree and stipulate to the following:
A. "This covenant" is an integral part of an enforceable agreement, and the
covenants contained herein were made at the time this Agreement was consummated
by the "Parties" hereto.
B. This covenant is fair and reasonable in its:
1. Geographical area;
2. Length of time; and
3. Scope of activity being restrained.
5.02 The "Parties" expressly agree that while this Agreement is in effect,
and for a period of three years following termination of this Agreement,
"Developer" will neither directly nor , indirectly an employee, agent,
proprietor, partner, broker, stockbroker, heir stockholder, officer, director,
or otherwise divulge trade secrets to any person or to any business that would
compete directly or indirectly with "Owners" business without prior consent of
"Owner".
The agreements contained in this section shall be construed as agreements
independent of any other provisions of this Agreement, and the existence of any
claim or cause of action of one of the "Parties" against the other, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the "Parties" of the agreements contained in this section.
5.03 Neither party shall, for a period of three years immediately following
the tem1ination of this Agreement, regardless of the party causing the
tem1ination of this Agreement, either directly or indirectly make known to any
person, firm, or corporation the names and addresses of any of the customers
subject to this Agreement or call on, solicit, or take away, or attempt to call
on, solicit, or take away any of the customers of the "Parties" of this
Agreement.
VI. GENERAL AND ADMINISTRATIVE PROVISIONS
6.01 "Parties" Bound. This Agreement shall be binding upon and inure to the
benefit of the "Parties" and their respective heirs, executors, administrators,
legal representatives, successors, and assigns.
6.02 Assignment. Neither party shall have the right to transfer or assign
their interests in this Agreement without the prior written consent of the other
party .
6.03 Corporate Authority .If any party is a legal entity (partnership,
corporation and/or trust), that party represents to the other that this
Agreement, the transaction contemplated in this Agreement, and the execution and
delivery of this Agreement, have been duly authorized by all necessary
partnership, corporate, or trust proceedings and actions, including, without
limitation, action on the part of the directors, if the party is a corporation.
Certified copies of any corporate or other resolutions authorizing this
transaction shall be delivered at execution.
6.04 Time limits. Time is of the essence in this Agreement. All time limits
shall be strictly construed and rigidly enforced.
6.05 No Waiver. A failure or delay in the enforcement of the rights
detailed in this Agreement by either party shall not constitute a waiver of
rights or be deemed a basis for estoppel. The "Parties" may exercise their
rights under this Agreement despite delay or failure to enforce those rights.
6.06 Dispute or Contest. In the event that a dispute occurs or an action in
law or equity arises out of the operation, construction, or interpretation of
this Agreement, the losing party shall bear the expense of attorney's fees and
costs incurred by the prevailing party in the action.
6.07 Paragraph Headings. The paragraph headings used in this Agreement are
descriptive only and shall have no legal force or affect whatever.
6.08 Use of Pronouns. The use of the neuter singular pronoun to refer to
any party , described in this Agreement shall be deemed a proper reference even
though the party may be an individual, a partnership, a corporation, or a group
of two or more individuals, partnerships or corporations. The grammatical
changes required to make the provisions of the Agreement applicable to groups of
individuals, corporations, partnerships, males or females shall, in all
instances, be assumed as though in each case fully expressed.
6.09 Texas Law. This Agreement shall be subject to and governed by the laws
of the State of Texas. Any and all obligations or payments are due and payable
in Xxxx County, Texas.
6.10 Severability. If any provision of this Agreement shall, for any
reason, be held violative of any applicable law, and so much of the Agreement is
held to be unenforceable, then the invalidity of the specific provision in this
Agreement shall not be deemed to invalidate any other provisions, which other
provisions shall remain in full force and effect unless removal of the invalid
provision destroys the legitimate purposes of this Agreement, in which case this
Agreement shall be cancelled.
6.11 Entire Agreement. This Agreement represents the entire agreement by
and between the "Parties" except as otherwise provided in this Agreement, and it
may not be changed except by written amendment duly executed by all "Parties".
6.12 Performance Acceptance: "Owner" will review progress of developer on a
weekly basis and sign-off on completed portions of the project.
VII. ACCEPTANCE
7.1 Acceptance Testing. Unless otherwise agreed in writing, acceptance of
all Products shall be conditional upon those Products having successfully
completed all Acceptance Tests by the agreed date for completion and the
Developer having exercised its best efforts to perform all actions required by
this Agreement as of such date.
7.2 Acceptance -Milestone B
Following delivery of the Products to the Purchaser, the Purchaser shall, with
the Developer's assistance, operate the Software on its system for a period not
to exceed ten (10) business days to determine whether
7.2.1 The Software materially conforms to the Detailed Specifications
7.2.2 The Software is capable of processing on a repetitive basis a
variety of the Purchaser's actual data, without failure; and
7.2.3 The Documentation for the Software substantially meets the
requirements of this Agreement.
7.3 Successful Completion. If the Products successfully meet the Acceptance
Tests, based upon reasonable judgment of pass or fail, the Products shall be
deemed to be accepted. In such case, the Acceptance: Date shall be the date that
the Products satisfactorily complete all of the Acceptance Tests specified
above.
7 .4 Unsuccessful Completion. If the Products fail to meet the Acceptance
Tests, the Purchaser shall notify the Developer of such failure in writing,
specifying in detail the manner in which the Products have so failed, and the
Developer shall have twenty (20) business days after receipt of and notice to
correct, modify or improve the Products so that they conform to the Detailed
Specifications. Thereafter, the Purchaser shall have ten (10) business days in
which to re-conduct the Acceptance Tests specified above. This process shall be
repeated as may be necessary until the Products are deemed to be accepted
hereunder; provided, however, that if the Products are not accepted by the
agreed date for completion (after due allowance for any delay on the part of the
Purchaser) then the Purchaser may take the actions specified in Clause 7.7.
7.5 Constructive Acceptance. The Products will be deemed accepted in the
event that the Purchaser:
7.5.1 Unreasonably delays commencing Acceptance testing. A delay of
seven (7) business days or greater from the date at which the
Developer advises the Purchaser that the Products are ready to
commence Acceptance Testing shall be deemed unreasonable.
7.5.2 Uses, the Software which is subject to Acceptance Testing for
productive purposes prior to Acceptance, provided such use is not
part of the Acceptance Testing; or
7.5.3 Fails to provide any materials or resources reasonably required
for Acceptance Testing.
7.6 Notice of Acceptance. If the Products satisfy the Acceptance Tests the
Purchaser will promptly confirm such satisfaction of the Acceptance Tests to the
Developer in writing provided that if such notice is not given within the
timeframe specified in Clause 7.2 the Tests will be deemed passed and the
Products accepted.
7.7 Acceptance Testing Failure. If the Products fail to satisfy the
Acceptance tests within the period specified in Clause 7.2, then in addition to
any other remedy, the Purchaser may elect to:
7.7.1 Agree to an extension of time for the completion of the Acceptance
Tests;
7.7.2 Accept the Products upon terms acceptable to the Purchaser;
7.7.3 Terminate this Agreement in accordance with Clause 3.02.
Signed, accepted, and agreed to on May 26th, 2000, by the undersigned
"Parties", who hereby acknowledge that they have read and understood this
Agreement and the attachments thereto. The undersigned "Parties" hereby execute
this legal document voluntarily and of their own free will.
By /s/ Xxxxxx Xxxxxxx
Name Xxxxxx Xxxxxxx
Title President
By /s/ Xxxxxx X. Xxxx
Name Xxxxxx X. Xxxx
Title VP Operations
State of Texas
County of Xxxx
This instrument was acknowledged before me on June 5, 2000 by Xxxxxx X. Xxxx,
Notary Public's Signature: /s/ M. Xxxxx Xxxxxxx
/s/ M. Xxxxx Xxxxxxx
Notary Public for the State of Texas
(SEAL)
My commission expires: 03/27/04
Exhibit " A "
(Hardware Acquisitions)
Hewlett Packard NetServer LH4 Web Server (Quantity 4)
- Hewlett Packard LH4R
- Intel Pentium III Xeon 500MHZ 512KB L2
- 512MB 50ns ECC Buffered EDO DRAM
- NetRaid 3S1 Raid Controller .
- HP Hot Swappable 9.1 GB x4
- HP Redundant RPS
Hewlett Packard NetServer LH4 Database Server (Quantity 4)
- Hewlett Packard LH4R
- Intel Pentium III Xeon 500MHZ 512KB L2
- Intel Pentium III Xeon 500MHZ 512KB L2 Kit
- 1280MB 50NS ECC Buffered EDO DRAM
- NetRaid 3S1 Raid Controller
- HP Hot Swappable 9.1 GB x4
- HP DDS-4 00/00 XX X Xxxx Xxxxx
- XX Xxxxxxxxx RPS
Cisco Systems (Quantity 2)
- CISCO Distributed Director 2501
Exhibit "B"
(Compensation and Schedule)
The "Parties" hereby agree to the following compensation contingent upon
"Developer" performing according to the milestones contained herein.
Software Program Purchase $180,000.00 USD
- $90,000.00 USD at milestone (A)
- $90,000.00 USD at milestone (B)
Incentive Program
- $20,000.00 USD if completed within 61 days after execution of the Agreement
by not later then July 21, 2000.
Milestones
(A) date of execution of Agreement by the "Parties"
(B) on completion of software development and acceptance by "Owner", including
Beta development of twelve (12) site templates.
Expenses:
"Owner" will pay developer's travel and lodging expense relative to this project
provided owner requests specific travel.
Developer Service/Maintenance -Monthly Updates at billable rate on Exhibit "B"
- 24 hour live help to XxxxxxxxxxxXxx.xxx Inc and Xxxxxxxxxx.xxx for 90 days to
commence upon final payment for milestone "B".
- $80.00 USD per hour with a guaranteed minimum of 40 hours per month.
- There will be minimum of .25 hours billed per incident.
- Two (2) separate demonstrations at the corporate headquarters of
Xxxxxxxxxx.xxx
- Reasonable and necessary modifications, changes to code and the software
program
Exhibit "C"
(Software Program )
All software, software programs, and code that is expressly written for
CommunicateNow.corn will remain the property of CommunicateNow.corn Inc. and can
not be reproduced without written permission by the executive branch of
CommunicateNow .corn Inc. Software will be installed into laptops enabling
business transaction developments without live outside support.
WEBSITES (2) CommunicateNow.corn Inc. and Bizfinders.corn (design and
functions to be discussed and finalized within two weeks of acceptance of the
Agreement)
Websites
- Site design, developed by the "Parties"
- Xxxxxxxxxx.xxx search page and results pages from search
- XxxxxxxxxxxXxx.xxx web information site about company and products
- Database supplied by XxxxxxxxxxxXxx.xxx, Inc.
- Functionality: search options, selection list, customizing
- Templates: Designed to be used individually or in unlimited multiples
- Basic Web page printed as flier
- E-mail link for each Mini-website
- Summary Sales Reports
- Report back (auto) suggestions:
- Number of Sales (based on data entry downloads) calculated next level
- Dollars in Commisions (Displays mtd and calculated for next level)
- Messages from management
- SQL Database Search Module- "This is the actual Search Function and
it's Algorithm'
Exhibit "C"
Page -2-
Controls and Features
- Administration Module for Website Control-
"Controls all Operational Systems of Xxxxxxxxxx.xxx Site"
Payroll Module Vendor Interface
- Printout with Employee ID number to be provided to Payroll company
Billing Module Vendor Interface Billing Module
- To be developed for the Billing company
Current application objective
- Develop an interfate that will allow a join between bizfinders client database
and the Axiom business directory database and the ESRI mapping database.
- Design an appropriate database search function for xxxxxxxxxx.xxx.
- Allow the clean printing of web pages selected through xxxxxxxxxx.xxx
Software Development Specifications
"Developer" win develop and deliver application software per the following
specifications
- Develop a point-of-sale data entry application that will allow the collection
of customer/prospect information on laptop computers.
- Develop an application that will allow salesperson to select a web page design
format from a series of templates (up to 12) and three restaurant menus. This
template selection function will be integrated with the point-of-sale
application. The template application will also provide a facility for
accepting images from a digital camera. These images can be positioned on the
customer web page based on the type of template selected.
- Develop a facility that will allow a salesperson to upload customer/prospect
information (through an ftp process) from the laptop computer to a specific
server site on a daily basis.
- Develop a process that will poll the ftp site for uploaded data and build a
database for the the collection of sales, billing and payroll data.
- Develop a process to email a data receipt confirmation to each salesperson
from the upload process. This process would include the calculation of
salesperson commissions on accepted customer information and a rejected
information error report.
- Develop a process to provide payroll and billing information to respective
third party software application vendors.
Exhibit"C"
Page -3-
Management reporting capabilities
- Basic web infonnation (number ofbits, etc.)
- Website Traffic Reporting Module for hits, to and from where, and affiliate
tracking "Tracks hits, page views, unique visitors, etc.
- Services and Sales Reporting Module for sales (number, where, when, type,
etc.) "Tracks quotas and trends
- MTD/YTD Sales Information by salesperson, territory and design type.
- MTD/YTD Commission Reporting
Items not included in this proposal:
- Shopping cart e-commerce applications for individual Mini-Websites
- Merchant account. Credit card processing ability
- Basic Shopping Cart Module with SQL Support - "Enables merchants/customers to
transact business over the web:
- Merchant/Customer Website Control Module - "Control feature sets and
operational variable of Mini-Web Finer Sites:
- DataServer Replication and Synchronization Module - keeps data Synchronized
- Automated date dump module- "Performs Back Ups of all data daily, and encrypts
data for security"
- Anti-Hack Module _ "A special security agent to detect and report all
suspicious activity to operators"
Exhibit "D"
Apri117, 2000
Xxxx Xxxx
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Mrs. Love:
Thank you for your interest in the Communicate Xxx.xxx Inc. "back office". Per
your request I am writing to supply you with more detail as to what the hardware
and associated software must be able to do. As far as my vision goes, it is best
summarized in the private placement memorandum, a copy of which is included for
your consideration.
Let me start with the project4ed growth of the company. Growth will need to be
considered since we want to have hardware and software that can scale up with
demand. The following chart shows applicable projections.
Month # of Sales # Of lap top # Customers # Customers # Customers # Customers
Year Reps. computers signed up/web signed up/web signed up/web signed up/web
needed ads sold @ 2 ads sold @ 3 ads sold @ 4 ads sold @ 5
(note I) per day per day per day per day
(note 2)
June 25 50 1,082 1,623 2,164 2,706
July 50 25 2,165 3248 4,330 5,413
Aug. 75 25 3,247 4871 6,494 8,119
Sept 100 25 4,330 6495 8,660 10,825
Oct 150 50 6,495 9743 12,990 16,238
Nov. 200 50 8,600 12,990 17,200 21,650
Dec. 235 35 10,175 15,263 20,350 25,439
Jan.01 320 85 13,856 20,784 27,712 34,640
Feb 380 90 16,454 24,681 32,908 41,135
March 490 110 21,217 31,826 42,434 53,043
April 550 60 23,815 35,723 47,630 59,538
May 645 95 27,928 41,893 55,856 69,821
June 720 75 31,176 46,764 62,325 77,940
July 840 120 36,372 54,558 72,744 90,930
Aug. 900 60 38,970 58,455 76,780 97,425
Sept 960 60 41,568 62,325 83,136 103,920
Oct 1035 75 44,815 67,223 89,630 112,038
Nov 1145 110 49,578 74,368 99,156 123,946
Dec 1205 60 52,176 78,265 104,352 130,441
Jan.02 1280 75 55,424 83,136 110,848 138,560
Feb. 1355 75 58,671 88,007 117,342 146,679
March 1460 105 63,218 94,827 126,434 158,045
April 1535 75 66,249 99,698 132,498 166,164
May 1630 95 70,362 105,869 140,724 176,448
June 1655 25 71,445 107,492 142,890 179,154
July 1705 50 74,692 110,740 149,384 184,566
Aug. 1780 75 77,940 115,611 155,880 192,682
Sept 1855 75 81,187 120,482 162,374 200,804
Oct 1905 50 83,352 123,730 166,704 206,216
Nov. 1985 50 85,517 128,926 171,034 214,876
Dec. 2035 50 87,682 132,173 175,364 220,289
Note 1: Based upon # of reps hired/added each month
Note 2: Based upon 21.65 working days in a month
Exhibit "D"
Our business plan calls for direct selling of advertising as well as
gathering of data from customers, specifically, fax numbers, cell phone numbers,
pager numbers, and email addresses. Based upon our focus group studies we expect
that a sales person will be able to get in front of a decision maker at least 10
times each working day (21.65 working days in a month). Here is what we expect
to happen when a decision maker is presented to.
- At a minimum the sales person will capture the additional information as
applicable to the business (fax numbers, pager numbers, cell phone numbers,
and email address) This information will be added to the data base at no
charge, so each sales call/presentation should result in a down load to the
server of basic no charge data. Therefore we need to pla n and expect that
the server will have 10 basic data down loads per sales person per working
day.
- We expect to sell an electronic display ad or mini web site 2-4 times per
working day. Therefore we need to plan and expect that the server will have
to capture these more complex downloads per the projections in the chart on
page one.
Here is the vision of what we are direct selling and therefore what we need in
the way of software and hardware:
- A Internet business telephone book/yellow page site, all United States
Businesses with Map locator (date base from Map Quest and Info USA) Software
requirement: how is it hosted in our servers and it needs a search e ngine,
needs to get updated with our captured data (cell phone numbers, fax numbers')
our data needs to be identified as ours not Map Quest of buy data bases.
- The base level is no sale, no charge, just data capture
- The second level is a listing, which is upgraded to High Lighted bold (red?)
with a more info button that connects the user to the customers existing web
site. Software requirement: Need to be able to manipulate the data base line
listing to high lighted bold and add the more info button/link to the existing
web site. All customers who buy any level offering will have a highlighted
bold line listing and the more info button/link to their ad, mini-web site or
full web site. The high lighting and link will be done by the sales person,
real time in the field and then downloaded to the server each night
- The third level is the electronic display ad. This is a one-page ad that is
printable in 8.5" by 11". The ad will have all business information and drop
in pictures. Software requirements: since the ad will be built on a lap top in
front of the customer, real time we need the templates (aprox 12 graphics/
templates). Each template must allow for some customization (back ground
color, fonts, picture location...) and be printable creating a sales flyer.
Pictures taken using a digital camera should be able to be dropped into the
ad.
- The fourth level is a mini-web site. It is the above electronic display,
multiple pages (up to 5) and printable to create a multi-page flyer/brochure
(menu...) that is customer changeable using a password. Software requirements:
All of the above plus pass word protection customer changes via the Internet
access.
- The fifth level is a full electronic commerce web site hosted by us on our
server. Software requirement: we need to be able to build and host the site
including secure payment service...
Exhibit "D"
Other software requirements:
- Each night when the salesperson downloads the sales we want .him to receive a
notice of how many sales he has made, how much money he has made thru the
current download, how much more he needs to sell to get to the next level, and
any messages etc we want to send to him. This daily download process will be
the main method of communicating with the sales force.
- The server/software must talk to the billing fulfillment center for customer
billing purpose. No money will be collected in the field. All customers will
be billed after the sale. The server/software must talk to the payroll service
for paycheck purpose.
- We need you to build the web site www.bizfmders (domain name is registered to
us and trademark is applied for).
- We need a corporate web site built for Communicate Xxx.xxx Inc. (trying to buy
xxx.xxxxxxxxxxxxxx.xxx) and we have the domain name registered as
xxx.xxxxxxxxxxxxxx-xxx.xxx as well as xxx.xxxxxxxxxxxxxx-xxxx.xxx and
xxx.xxxxxxxxxxxxxx-xxxxx.xxx. The trademark application is pending for
Communicate Xxx.xxx Inc.
- The actual sales presentation/lap top presentation in something 1ike
Powerpoint (Powerpoint takes to much drive spate so we will need to write it
in something else).
Xxxx, this is highly condensed but should give you the basic vision. I
would like to go over this in more detail with you via phone when we both have
some time. Xxxxxxx just informed me he cannot come to California this week. I am
still trying to get a schedule out of MG Securities and as soon as I know where
I stand on making the closing pitch to some of their big players I can schedule
a time with you. I am planning to try to get to you on Wednesday or Thursday.
I have discussed with MG the fact that I want the opportunity to raise
money on my own and with some other sources. Of course they want some points for
turning loose of the whole deal but are willing to let this happen so if you and
Xxxx want to place some of the private placement with your people I can work it
out.
Please give me a call when you have time.
Sincerely,
Xxxxx Xxxxxxx
President
