Exhibit 10.9
Global Purchase Agreement
Provision of CallCentre CTI Technology
To HSBC by
SoftGen International
October 1999
V6.3
Table of Contents
Agreement Revision Date
Agreement between HSBC Holdings plc Oct 99
acting for and on behalf of the HSBC Group
and SoftGen International
Schedules
1. The Operating Programs and Customised Software Developments
2. SOFTGEN CIMphony[TM] Pricing (HSBC Group)
3. SOFTGEN CIMphony[TM] SOFTWARE MAINTENANCE SERVICES
SOFTGEN CIMphony[TM] PROJECT MANAGEMENT SERVICES
4. SOFTGEN TECHNICAL ASSISTANCE
5. EXTERNAL DESIGN SYSTEM SPECIFICATIONS
THIS AGREEMENT is made on the 26th of October 1999 between HSBC Holdings plc
whose address is 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX acting for and on
behalf of all subsidiaries, associated and managed companies of HSBC
Holdings plc (hereinafter "HSBC") and SoftGen International whose address is
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, 00000, XXX
(hereinafter "SoftGen"),
WHEREAS it is AGREED that SoftGen will supply CIMphony[TM] Computer
Telephony Integration systems software, grant software licenses and supply
software development, consulting and technical assistance services to HSBC
either directly, or by prior agreement with HSBC via agency,
ACCORDING TO the terms and conditions set out below and in the attached
Schedules 1-5.
Signed for HSBC Holdings plc In the presence of
On behalf of HSBC
Signature Signature
/s/ Xxxx Xxxxxx /s/ Xxx Xxxxxxx
Name Name
Xxxx Xxxxxx Xxx Xxxxxxx
Title Title
General Manager IT Group Head of Telecoms
Signed for SoftGen International Inc. In the presence of
Signature Signature
/s/ Xxxxxx Xxxxxx /s/ Xxxxx BF England
Name Name
Xxxxxx Xxxxxx Xxxxx BF England
Title Title
President Senior Executive Securities &
Markets IT
1.0 The Operating Programs
1.1
SoftGen agrees to sell to HSBC and HSBC agrees to buy from SoftGen the
CIMphony[TM] standard server software given in Schedule 1 (herinafter
the "Operating Programs") at the locations and prices shown and agreed
with HSBC.
2.0 Customised Software Developments
2.1
SoftGen agrees to develop and supply to HSBC customised software
developments and any changes and additions which may be necessary to
the Operating Programs according to the HSBC specifications given in
Schedule 5 (herinafter the "Customised Software Developments") at the
prices agreed with HSBC given in Schedule 1.
3.0
Further Operating Programs, Further Customised Software Developments,
Technical Assistance & Consultancy, Project Management
3.1
HSBC may request further supply of additional Operating Programs
(herinafter "Further Operating Programs") or Further Customised
Software Developments or on-site Technical Assistance and Consultancy
Services by formal request for quotation to SoftGen in writing via a
designated Information Technology division (IT) representative of HSBC.
3.2
SoftGen agrees to supply to HSBC any Further Operating Programs as
listed at the prices given in Schedule 2 or Further Customised Software
Developments by particular quotation or to supply Technical Assistance
and Software Maintenance and Project Management as listed at the prices
given in Schedules 3 and 4 for which HSBC may raise orders from time to
time.
3.3
HSBC may use within any subsidiary, associated and/or managed company
of HSBC Holdings plc. any Operating Programs, Further Operating
Programs, Customized Software Developments or Further Customised
Software Developments provided within the terms of this Agreement.
3.4
HSBC will specify in writing to SoftGen at time of request for all
orders of Further Operating Programs or Further Customised Software
Developments the following information which shall only thereafter be
considered a properly constituted order:
(a) whether SoftGen installation and implementation services are
required ("SG Installed") or
(b) whether HSBC will provide from its own resources locally all
installation and implementation resources ("HSBC Installed") and
(c) the quantities of Further Operating Programs or Further Customised
Software Developments required, and
(d) the locations where and HSBC IT staff to whom these are to be
delivered, and
(e) the locations where these are to be installed if different, and
(f) the dates required for the delivery and
(g) any particular functionality, software maintenance, method or
performance of operation required or not required.
3.5
For orders of Further Operating Programs or Further Customized Software
Developments which are designated "SG Installed" as above, HSBC shall
provide a date by which demonstration of working order and the latest
date by which Software Acceptance is to be achieved. For orders of
Further Operating Programs or Further Customised Software Developments
which are designated "HSBC Installed" as above, demonstration of
working order and Software Acceptance shall not apply and HSBC shall
submit payment to SoftGen 30 days after receipt of invoices by HSBC.
3.6
The terms of this Agreement will be extended to HSBC by SoftGen only
for those Operating Programs, Further Operating Programs, Customised
Software Developments or Further Customised Software Developments which
are contained within orders placed under the terms of this Agreement.
Should a corporate entity of HSBC be offered by SoftGen directly or
indirectly terms for supply, software maintenance and or technical
assistance or development consulting Operating Programs, Further
Operating Programs, Customised Software Developments for Further
Customised Software Developments either qualitatively or quantitatively
more advantageous than those contained herein, then at HSBC's request
and without contest those terms will be included within this Agreement.
3.7
SoftGen will verify that the Further Operating Programs requested are
appropriate for the purpose for which HSBC intend. SoftGen will advise
HSBC of any hardware configuration or other associated software
requirements necessary to the operation of the Further Operating
Programs ordered.
3.8
SoftGen will within 14 days acknowledge receipt of the request and
respond in writing with SoftGen's ability to fulfill the request or not
("Acknowledgment"), together if applicable with a quotation of a fixed
onetime cost for Further Customised Software Developments and the
estimated time to complete the task or a date by which this information
will be supplied to HSBC.
3.9
The Acknowledgement will confirm all costs to be borne by HSBC in
respect of the order including the onetime and recurrent costs for the
Further Operating Programs or Further Customised Software Developments,
any travel and subsistence required, Technical Assistance or
Consultancy fees, Project Management and all other charges onetime and
recurrent according to the prices given in Schedules 2, 3 and 4.
SoftGen will include as option within each quotation to HSBC for
Further Software Development one calendar week of SoftGen Technical
Assistance and one airfare in the event that on-site technical
assistance is required.
3.10
The Acknowledgment will confirm SoftGen understanding of the
arrangements for Software Maintenance support in respect of the order
placed together with location of delivery of software for Software
Acceptance. In absence of other written instruction delivery will be
made to the HSBC origination of the request and Software Maintenance
will be provided for an initial 12 month period.
3.11
HSBC will confirm its understanding and acceptance to SoftGen in
writing ("Order") accompanied by an order number reference, HSBC
billing address and indication of any particular terms under which this
Order is placed.
3.12
SoftGen will supply to HSBC any Further Operating Programs or Further
Customised Software Developments and any revisions or amendments as may
be ordered by HSBC from time to time on a suitable electronic medium.
3.13
SoftGen will supply to HSBC the most current version of the Operating
Programs or Further Operating Programs at the revision level which
SoftGen would supply to new customers procuring those Operating
Programs or Further Operating Programs within the product minor release
range. Any upgrades to hardware necessitated by such new versions of
Operating Programs or Further Operating Programs will be at HSBC cost.
3.14
SoftGen will supply to HSBC all minor enhancements to the Operating
Programs or Further Operating Programs installed. From time to time
SoftGen will significantly enhance its range of Operating Programs or
Further Operating Programs which enhancement shall constitute a Major
Release Product. HSBC may purchase such a Major Release Product at the
pricing for that product which SoftGen shall offer to HSBC at that
time.
3.15
SoftGen reserves its right to withdraw technical support or Software
Maintenance or Technical Assistance of any Operating Program or Further
Operating Programs purchased by HSBC should the version in use by HSBC
not be maintained by HSBC within three minor release levels of any
Further Operating Program currently supplied by SoftGen to new
customers or if the release level of the Further Operating Program in
use is older than two years from the currently supplied major release
version.
4.0 SoftGen Software Licenses
4.1
SoftGen agrees to grant to HSBC a perpetual, paid-up, non-exclusive,
non-transferable license to use the Operating Programs, Further
Operating Programs, Customised Software Developments and Further
Customised Software Developments listed in Schedules 1 and 2 as may be
amended from time to time provided that the appropriate software
license payments, software development charges and/or Software
Maintenance payments as listed in Schedules 1 to 4 have been paid
previously by HSBC to SoftGen.
4.2
SoftGen will invoice HSBC for all copies of the Operating Programs,
Further Operating Programs, Customised Software Developments and
Further Customised Software Developments used on HSBC premises
according to the pricing of Schedule 2.
4.3
HSBC may not without the prior approval in writing of SoftGen make
unlicensed copies of and or utilize copies of the Operating Programs,
Further Operating Programs, Customised Software Developments and
Further Customised Software Developments. For each such copy HSBC will
pay to SoftGen the license fee given in Schedule 2.
4.4
HSBC agrees that all copies of Operating Programs, Further Operating
Programs, Customised Software Developments and Further Customised
Software Developments used on HSBC premises will be authorized by and
formally licensed from SoftGen according to the terms and conditions as
listed in Schedules 1, 2, 3 and 4 as applicable.
4.5
The perpetual, paid-up, non-exclusive, non-transferable licenses
granted by SoftGen to HSBC entitles HSBC to use the Operating Programs,
Further Operating Programs, Customised Software Developments and
Further Customised Software Developments as given in Schedules 1 and 2
in any country where the HSBC Group operates. These licenses may be
transferred within HSBC with prior formal notice to and agreement by
SoftGen.
4.6
Such perpetual, paid-up, non-exclusive, non-transferable licenses shall
not include licenses for any Third Party Software incorporated within
the Operating Programs, Further Operating Programs, Customized Software
Developments and Further Customised Software Developments or any other
licenses used in conjunction with the Further Operating Programs and or
Further Customised Software Developments which are subject to mutual
agreement between SoftGen, HSBC, and Third Party licensor(s).
5.0
CIMphony[TM] Specification/System Performance
5.1
SoftGen warrant that the Operating Programs and Further Operating
Programs will operate to SoftGen's published specifications and where
the operation is not described in their published specifications that
the Operating Programs and Further Operating Programs will operate in a
manner that HSBC might reasonably expect. Otherwise SoftGen will make
any rectifications to the Operating Programs and Further Operating
Programs without delay and free of extra charge to HSBC for the
rectification work to ensure such normal or expected operation during
the period before User Acceptance. Any upgrades to HSBC hardware or
software not supplied by SoftGen necessitated by such rectification
will be performed by HSBC.
5.2
SoftGen warrants that the Customised Software Developments and Further
Customised Software Developments will operate to the written
specifications provided by HSBC at time of order and where the
operation is not so described that the Customised Software Developments
and Further Customised Software Developments will operate in a manner
that HSBC might reasonably expect. Otherwise SoftGen will make any
rectifications to the Customised Software Developments and Further
Customised Software Developments without delay and free of extra charge
to HSBC for the rectification work to ensure such normal or expected
operation during the period before User Acceptance.
5.3
SoftGen warrants that each installed copy of the Enhanced Transaction
Server Version 2.0 software product, using a Pentium II 450MHz PC,
256MB RAM and configured as IBM3270 interface, together with Windows NT
4.0 operating system (Service Pack 5), SNA Server 4.0 and Rumba shall
support without degradation in comparison to equivalent teller terminal
service and with no measurable transit delay up to 96 concurrent
agent/client sessions to an attached computer host system, providing
there are no contributory HSBC network delays and provided the SNA
Server is directly attached to the host via LAN with no intervening
network routing, switching or access equipment.
5.4
SoftGen warrantees that each installed version of the Basic Transaction
Server Version 1.0 software product, using a minimum Pentium 233MHz PC,
128 MB RAM and configured as IBM 3270 interface, together with Windows
NT 4.0 operating system, SNA Server 4.0 and Rumba without degradation
in comparison to equivalent teller terminal service and with no
measurable transit delay shall support a maximum of 30 concurrent
agent/client sessions to an attached computer host system, providing
there are no contributory HSBC network delays and provided the SNA
Server is LAN attached to the host via LAN with no intervening network
routing, switching or access equipment.
5.5
For any failure due to Operating Program error, SoftGen warrants that
each installed version of the Transaction Server software products
(Basic Version 1.0 and Enhanced Version 2.0) shall be able locally to
be restored to normal operational service within 60 minutes of the time
at which and providing qualified HSBC technical staff intervene to take
action to restore the failure.
6.0 Installation/Delivery
6.1
SoftGen warrants that the Operating Programs and Further Operating
Programs can be imported and operated in the territory of Honk Kong,
the United Kingdom and Channel Islands, the United States of America,
Canada, Malaysia, Australia, Taiwan, India, Saudi Arabia and the United
Arab Emirates.
6.2
SoftGen agrees to inform HSBC at time of order should any approval or
license be required from a relevant authority for import or operation
of the Operating Programs and Further Operating programs within the
national territory designated at time of order by HSBC for such import
or operation. Failing this HSBC reserves the right to cancel the order
without any costs, liquidated damages and liabilities whatsoever to
HSBC as a result.
6.3
SoftGen will install and deliver to the designated technical
representatives of HSBC the Operating Programs in good working order in
the quantities listed and by the Installation Dates shown in clause 7.1
below or by such other dates as are to be given in the orders placed by
HSBC to SoftGen (the "Installation Dates").
6.4
With not less than 30 days notice HSBC may delay the Installation Dates
of the Operating Programs or Further Operating Programs or Customised
Software Development by up to 60 days by informing SoftGen in writing
of the revised Installation Dates. In such event for the purpose of
payment for the Operating Programs or Further Operating Programs or
Customised Software Development the date of Software Acceptance will be
deemed to be 30 days after the originally given Installation Date.
6.5
If SoftGen is unable to commence or complete installation of an
Operating Programs, Further Operating Programs or Customised Software
Developments by the agreed installation Date due to delay or other
reason on the part of HSBC and this delay has not been communicated in
writing to SoftGen by HSBC at least forty-eight (48) hours prior to
SoftGen arrival on site, SoftGen reserves the right to charge HSBC for
any associated travel and subsistence costs for the period of delay at
the Technical Assistance rates shown in Schedule 4 with a minimum
charge to HSBC of two man weekdays.
6.6
SoftGen will at their own expense insure the Operating Programs,
Further Operating Programs, Customised Software Developments or Further
Customised Software Developments against loss or damage during shipment
to any HSBC location where it is to be installed.
7.0 Software Acceptance/User Acceptance
7.1
The Operating programs and Customised Software Developments will be
delivered to the designated IT representative of HSBC for acceptance
testing by the following dates:
Delivery Software Acceptance Testing 20 July 1998
User Acceptance Testing 19 October 1998
7.2
SoftGen will provide free of extra charge to HSBC any Further Operating
Program or other software deemed by SoftGen to be reasonably necessary
for executing the acceptance tests. HSBC will return such Further
Operating Programs or other software to SoftGen immediately upon
successful completing of such acceptance tests.
7.3
Once Operating Programs, Further Operating Programs, Customised
Software Developments or Further Customised Software Developments
ordered by HSBC for a particular location have been delivered as
ordered SoftGen will receive in writing from an authorized officer of
HSBC formal acknowledgment that the softwares delivered have been
demonstrated to HSBC to be in full working order in accordance with
Schedule 5 or otherwise in accordance with the conditions specified in
the order ("Software Acceptance").
7.4
SoftGen warrants that those Operating Programs, Further Operating
Programs, Customised Software Developments or Further Customised
Software Developments delivered to HSBC and installed shall operate
without fault or error for a continuous warranty period of 30 days
after installation in conformance with Schedule 5 or other test which
may be agreed and presented by HSBC in writing to SoftGen after which
HSBC will confirm in writing within 30 days its complete and final
acceptance or the Operating Programs or Customised Software
Developments at that location (hereinafter "User Acceptance") or
otherwise any faults or errors identified.
7.5
Should no formal acknowledgment of Software Acceptance or User
Acceptance or advice of failure to comply with Schedule 5 or other
tests as agreed at time of order be received from HSBC by SoftGen with
30 days of delivery of Operating Programs, Further Operating Programs,
Customised Software Developments or Further Customised Software
Developments then those softwares shall be deemed to have passed
automatically Software Acceptance and or User Acceptance as applicable.
7.6
All faults or errors identified during the period of User Acceptance of
30 days operation shall be rectified by SoftGen within 30 days of
report or the software may be replaced by SoftGen without additional
charge or the purchase price and Software Maintenance fees for that
software may be refunded at HSBC request.
7.7
On-site Technical Assistance or Consultancy may be requested by HSBC
within the 30-day warranty period of User Acceptance for which the
standard SoftGen Technical Assistance charges shown in Schedule 4 will
apply.
8.0 Documentation
8.1
SoftGen will provide to HSBC free of charge one copy of manuals or
documentation describing each Operating Program, Customised Software
Development, Further Operating Program or Further Customised Software
Development purchased by HSBC including but not limited to functions,
facilities and methods of use.
9.0 Software Maintenance
9.1
SoftGen agrees to provide and HSBC shall agree to receive Software
Maintenance services for each Operating Program, Further Operating
Program, Customised Software Development and Further Customised
Software Developments as may be ordered by HSBC from time to time at
the prices given in Schedule 3 and in accordance with the applicable
terms and conditions listed hereafter.
9.2
SoftGen will include and HSBC shall undertake payment for Software
Maintenance services together with other onetime costs of order quoted
by SoftGen as specified in clause 15.6.
9.3
By agreement with SoftGen, HSBC may elect on the second annual
anniversary of the delivery and acceptance (Software Acceptance as
herein defined) of the Operating Programs, Further Operating Programs,
Customised Software Developments and Further Customised Software
Developments installed at any location to cancel Software Maintenance
services following three months notice provided to SoftGen in writing
in accordance with clause 24.1.
All SoftGen responsibility including updates, rectification and
Technical Assistance for those Operating Programs, Further Operating
Programs, Customised Software Developments and Further Customised
Software Developments for which Software Maintenance is cancelled by
HSBC will end.
9.4
SoftGen may refuse to recommence Software Maintenance services on any
Operating Programs, Further Operating Programs, Customised Software
Developments and Further Customised Software Developments which HSBC
wishes to bring into production use which SoftGen deems to be
unserviceable and for which HSBC has previously cancelled or allowed
Software Maintenance to lapse.
SoftGen will commence Software Maintenance of any Operating Programs,
Further Operating Programs, Customised Software Developments and
Further Customised Software Developments for which HSBC has previously
cancelled or allowed Software Maintenance to lapse at SoftGen sole
options and subject to an audit or review by SoftGen at the fees
provided herein for Technical Assistance as given in Schedule 4 and at
the Software Maintenance charges for newly purchased products as given
in Schedule 3.
9.5
Software Maintenance services shall be provided by SoftGen to the IT
staff of HSBC at the location specified at time of order or by default
to that HSBC location from which the order originated.
9.6
Software Maintenance services shall include provision of technical
support for and software update of each installed primary and
contingency version of the Operating Programs and Customised Software
Developments at each HSBC location.
9.7
SoftGen Software Maintenance services will commence to HSBC from the
first day of the calendar month following that calendar month in which
HSBC formally advises to SoftGen in writing receipt of the software
delivered and their acceptance of the Operating Programs or Customised
Software Developments installed (Software Acceptance as heretofore
defined).
10.0 Project Management
10.1
For those orders where HSBC requests SoftGen installation and
implementation ("SG Install" as defined herein) SoftGen will provide
and HSBC will receive Project Management services at the prices given
in Schedule 3b and in accordance with the applicable terms and
conditions listed hereafter.
10.2
SoftGen will not apply Project Management fees for those Operating
Programs, Further Operating Programs, Customised Software Developments
and or Further Customised Software Developments ordered by HSBC from
Schedule 2 attached where HSBC specifies at time of order that
installation and implementation will be provided by HSBC resources
alone ("HSBC Install" as defined herein). Should no such specification
be received Project Management fees shall apply.
11.0 Amendment of Operating Programs or Customised Software Developments
11.1
HSBC may not without the express permission in writing of SoftGen
amend, alter, add to or change any of the Operating Programs, Further
Operating Programs, Customised Software Developments or Further
Customised Software Developments provided to HSBC by SoftGen.
11.2
Following any such alteration, those software license payments due to
SoftGen for each Operating Programs, Further Operating Programs,
Customised Software Developments or Further Customised Software
Developments for each HSBC site per seat per annum will continue, but
Software Maintenance will cease and all other SoftGen responsibility
including Technical Assistance for those Operating Programs or
Customised Software Developments so altered will end.
11.3
HSBC may request Technical Assistance or Software Maintenance for those
Operating Programs, Further Operating Programs, Customised Software
Developments or Further Customised Software Developments altered by
HSBC in which case SoftGen reserves the right to review the software in
question according to the standard Technical Assistance prices given in
Schedule 4. SoftGen will advise HSBC if such support will be resumed
in which case HSBC will recommence from that point Software Maintenance
at the prices given in Schedule 3 as may be altered from time to time.
12.0 Technical Assistance
12.1
SoftGen will provide Standard or emergency Technical Assistance or
Consultancy to HSBC on written order or otherwise by verbal order from
an authorized officer of HSBC which verbal request is to be confirmed
by HSBC in writing within one week of request.
12.2
Standard or Emergency Technical Assistance will be provided to HSBC
according to the terms and notice given in Schedule 4 for those
Operating Programs, Further Operating Programs, Customised Software
Developments or Further Customised Software Developments for which HSBC
has paid the relevant license fees to SoftGen and undertaken Software
Maintenance as given in Schedules 2 and 3.
12.3
HSBC will designate a primary contact point for SoftGen within the
Information Technology (IT) division of HSBC ("designated IT
representative") through which Technical Assistance may be provided.
In absence of such designation by default this representative shall be
taken to the point of origin of the order received from HSBC.
12.4
SoftGen shall provide a telephone number in Dallas USA to which HSBC IT
staff may telephone to obtain Technical assistance remotely on a 24
hour 7 day basis.
12.5
HSBC shall provide to SoftGen at HSBC cost and billed directly to HSBC
an IDD telephone service (IDD Calling Card) to facilitate SoftGen
Software maintenance and Technical assistance to HSBC's IT staff at
long distance.
12.6
SoftGen shall provide Technical Assistance via SoftGen Senior Architect
and SoftGen Junior Architect staff onsite to HSBC locations as
requested at the Consultancy and Subsistence prices for Weekday,
Weekend and Public Holiday support shown in Schedule 4.
12.7
Public Holidays shall be taken to be those US holidays of Memorial Day,
Christmas Holidays, Thanksgiving Day, Labor Day and US Independence
Day.
12.8
SoftGen will receive if so requested by HSBC a leased data circuit
connection to HSBC or equivalent to be provided at HSBC cost for the
purpose of updates or changes to Operating Programs, completion of
Customised Software Developments, and other functional tests. SoftGen
will provide all reasonable assistance to allow HSBC to complete these
tasks.
12.9
SoftGen guarantees to maintain a level of availability, expertise,
numbers and geographical location of Software Architect staff
sufficient for SoftGen to carry out its obligations under this
Agreement.
13.0 Performance
13.1
Failure of Operating Programs or Further Operating Programs or
Customised Software Developments or Further Customised Software
Developments ("SoftGen Software") are defined as Level 1, 2, or 3 as
below.
" A level 1 Failure is defined as a single failure or malfunction of
SoftGen Software such that as a result less than 10% of the total
agent positions within that HSBC callcentre suffer loss of normal
operational functions or degradation to the point where business
operations are prejudiced.
" A Level 2 Failure is defined as a single failure or malfunction of
SoftGen Software such that as a result more than 10% but less than
50% of the total agent positions within that HSBC callcentre suffer
loss of normal operational functions or degradation to the point
where business operations are prejudiced.
" A Level 3 Failure is defined as a single failure or malfunction of
SoftGen Software such that as a result more than 50% of the total
agent positions within that HSBC callcentre suffer loss of normal
operational functions or degradation to the point where business
operations are prejudiced.
13.2
Those Failures defined above shall exclude those interruptions of
service or operation due to (1) HSBC abuse, misuse, negligence or
deliberate damage to SoftGen Software, (2) HSBC failure to maintain
the SoftGen Software environment in accordance with the SoftGen
specifications, (3) external telecom network or circuit failure,
(4) interruption scheduled in advance between HSBC and SoftGen.
13.3
SoftGen will receive advice from HSBC of SoftGen Software failures by
telephone or by agreed alternative 24 hours 7 days per week.
13.4
The "Time of Failure" is defined as the time of the receipt by SoftGen
from HSBC of a request for remedial maintenance containing a "test log"
being a written statement of the details of the failure. If after 15
minutes HSBC has been unable to contact SoftGen due to omission,
absence, failure or other circumstance on the part of SoftGen, the Time
of Failure will be deemed to be 15 minutes after the first recorded
call attempt by HSBC.
13.5
The "Time of Repair" is defined as the time at which an employee of
SoftGen or its agent demonstrates to an authorized employee of HSBC
that normal operation has been restored and the SoftGen software is
restored to full working order. If no authorized HSBC employee is
available, the Time of Repair will be deemed to be the time at which
the employee of SoftGen or its agent telephones HSBC's Network Control
Centre or other designated HSBC contact point to confirm the
restoration of the SoftGen Software.
13.6
The "Down Time of a Failure" is defined as the elapsed time between the
Time of Failure and the Time of Repair excluding times when SoftGen or
their agents are unable to gain access to the SoftGen softwares.
13.7
SoftGen guarantees that the Mean Times Between Failures will be not
less than the threshold shown in the table below:
Level Threshold
----- ---------
Level 1 30 days
Level 2 120 days
Level 3 360 days
13.8
In any case where the guarantees in clause 13.7 above are not met for
three consecutive months HSBC may at its sole option withdraw Software
Maintenance charges for the location and software in question and
require SoftGen at its expense to arrive on-site to rectify the cause
of failure. Software maintenance will be waived until resolution is
demonstrated to HSBC.
13.9
Notwithstanding the above SoftGen warrants that each installed version
of the Transaction Server software products shall maintain on average a
Mean Time Between Failure due to accepted software error of at least 90
days providing that at that location HSBC is operating the most recent
minor release level of that Transaction Server software product.
13.10
At any HSBC location and following any three consecutive occurrences
where the SoftGen Transaction Server has failed to meet the performance
standards set in clauses 5.3, 5.4 and or 13.9 above, HSBC at its sole
option may suspend Software Maintenance payments and or receive at HSBC
request and without additional charge sufficient immediate Technical
Assistance onsite from SoftGen by way of SoftGen Software Architect
Consultancy support and or further copies of SoftGen Further Operating
Program software to ensure that the level of performance in clauses
5.3, 5.4 and or 13.9 will be met.
13.11
Within 14 days after the end of each month HSBC at each location will
present SoftGen with a report of any SoftGen software failures which
commenced in that month.
14.0 Training
14.1
SoftGen will supply training services as specified in accordance with
Schedule 1 and at the prices to HSBC shown in Schedule 4 for Technical
Assistance.
15.0 Payment Terms
15.1
The period for receipt of payment by SoftGen of invoices received by
HSBC shall be 30 days.
15.2
SoftGen will submit to HSBC any invoice within 14 days of the date of
Software Acceptance or the date by which any SoftGen service has been
received by HSBC or earlier as hereinafter provided. Any invoice
received by HSBC from SoftGen more than 16 weeks from the date on the
service to which it refers was received by HSBC will be declared null
and void.
15.3
HSBC will pass for payment all valid invoices submitted by SoftGen to
HSBC within 14 days of receipt by HSBC.
15.4
Following SoftGen Acknowledgement of an order by HSBC for Further
Operating Programs alone SoftGen will deliver those Further Operating
Programs so ordered to the HSBC location specified and will invoice to
HSBC 100% of the total onetime costs for the Further Operating Programs
at the prices given in Schedule 2 together with 100% of the first
annual Software Maintenance charges as given in Schedule 3.
15.5
Following SoftGen Acknowledgement of an Order from HSBC for man-days of
Technical Assistance and consulting SoftGen will arrange such
assistance as required and will invoice to HSBC 100% of the total
onetime costs for those man-days specified at the prices given in
Schedule 4.
15.6
Following SoftGen Acknowledgement of an Order from HSBC for the
Customised Software Developments or Further Customised Software
Developments together with any associated Operating Programs or Further
Operating Programs or for Technical Assistance or Project Management
SoftGen will invoice to HSBC and HSBC will pay according to the
following terms:
At Time of Order 40% of total onetime costs quoted to HSBC
Following Delivery 40% of total onetime costs quoted to HSBC
Following Software Acceptance 20% of total onetime costs quoted to HSBC
15.7
SoftGen will xxxx all charges to the address and to the HSBC
representative designated within the order received from HSBC or by
default to the previously designated HSBC IT contact point as herein
provided.
15.8
SoftGen will make payment at cost directly to the various companies,
agencies and governments for any charges incurred for packing, freight,
insurance, customs clearance, importation duties and taxation and all
other charges incurred in connection with the supply of Operating
Programs, Further Operating Programs, Customised Software Developments,
Further Customised Software Developments or Technical Assistance.
SoftGen will provide any such receipts at HSBC's request.
15.9
For the duration of this Agreement the prices for items of Further
Operating Programs, Further Customised Software Developments, Software
Maintenance and SoftGen Technical Assistance will be in accordance with
Schedules 2, 3, and 4 as applicable except that by agreement with HSBC
and on 3 months notice in writing to HSBC, SoftGen may at its option
and on each annual anniversary of Software Acceptance at each location
adjust these prices provided that such adjustment does not result in an
increase greater than 10%.
15.10
HSBC may request SoftGen from time to time to amend Schedule 2 to add
items to the Further Operating Programs price list as new Operating
Programs or components of Operating Programs made are released by
SoftGen.
16.0 Ownership
16.1
Title to the Operating Programs, Further Operating Programs, Customised
Software Developments and Further Customised Software Developments
shall remain with SoftGen.
17.0 Term
17.1
Unless terminated as herinafter provided this Agreement shall exist for
five years from the date of signature.
17.2
Each party may terminate this Agreement at any time following the fifth
anniversary of date of signature by giving three months notice in
writing to the other party in absence of which this Agreement and its
terms an conditions will automatically continue on an annual basis.
18.0 Termination
18.1
Any party will have the right to terminate this Agreement (1) another
party is guilty of a material or substantial breach of its obligations
herein and (2) the party seeking to terminate has rendered written
notice of the breach to the other parties in accordance and (3) the
party in breach has failed to remedy the breach within at most ninety
(90) days after receipt of such notice.
18.2
Notwithstanding the provisions of Clause 13.7, if the period of delay
beyond the end of the Software Acceptance or stated User Acceptance
Test (UAT) period exceeds 6 months due to action, inaction or omission
on the part of SoftGen then HSBC at its sole option may terminate this
Agreement or may require SoftGen free of extra charge to HSBC and
without contest or further delay to supply additional or replacement
copies of Further Operating Programs or Operating Programs to meet
Software acceptance or UAT requirements or require the commitment of
such additional SoftGen Technical Assistance as may be necessary so
that UAT requirements may be met within three months of this request or
may require SoftGen by formal notice to supply functionally equivalent
alternative Operating Programs of similar quality manufactured by
another company to be selected by SoftGen.
In the event that HSBC chooses to request SoftGen to supply
functionally equivalent Operating Programs or Further Operating
Programs of similar quality as provided for above, this shall be
limited by the obligation to meet the functional requirements of
Clauses 5.3, 5.4, 5.5 and the functionalities of Schedule 5 and by the
choice of alternative supplier on the part of SoftGen.
18.3
If in any consecutive three months any one of the guarantees of Clauses
5.4, 5.5 and 5.6 are not met at a particular location then HSBC at its
sole option following formal notice to SoftGen may employ another
company or without extra charge to HSBC require SoftGen to employ
another company of SoftGen choice for Software Maintenance of any
Operating Programs or Further Operating Programs delivered to that
location and SoftGen will supply to that other company all reasonable
information, assistance and spare parts necessary for them to maintain
the Operating Programs or Further Operating Programs.
18.4
If any party terminates this Agreement under clauses 18.1 or 18.2 then
all parties agree to submit to arbitration for assessment of the
damages to be paid upon such termination and agree to be bound by the
arbitrator's decisions.
Any liability for such damages on the part of SoftGen shall not exceed
the cumulative total to date paid to SoftGen by HSBC globally since
signature of this Agreement for all services or maintenance performed
by SoftGen under this Agreement.
It is agreed that one arbitrator will be appointed by each and that
they will appoint an umpire immediately after they themselves have been
appointed. The umpire will sit with the arbitrators but will only
enter upon the assessment if the arbitrators are unable to reach
agreement.
18.5
Any party will have the right to terminate this Agreement forthwith by
giving notice in writing to the others in the event that another party
(1) suffers a receiver to be appointed for its affairs or property or
(2) enters into an assignment or other arrangement for the benefit of
its creditors or (3) suffers an attachment against or a seizure of a
substantial part of its assets or its parts inventory.
18.6
In the event of termination of this Agreement under Section 18 those
provisions thereof that by their nature should survive will survive the
termination.
19.0 Force Majeure
19.1
No party to this agreement will be liable to the other nor held in
breach of this Agreement if prevented hindered or delayed in
performance or observance of its obligations hereunder by conditions
beyond its reasonable control.
20.0 Risk of Loss or Damage
20.1
SoftGen will be responsible for all risk of loss or damage to the
Operating Programs, Further Operating Programs, Customized Software
developments and/or Further Customised Software Developments up to the
time of receipt by HSBC at the place of delivery.
20.2
HSBC will be responsible for all risk of loss or damage to the
Operating Programs, Further Operating Programs, Customized Software
Developments and/or Further Customised Software following the receipt
of delivery onto HSBC premises.
20.3
SoftGen will indemnify and/or rectify without charge to HSBC for all
damage to the Operating Programs, Further Operating Programs,
Customized Software developments and/or Further Customised Software
following delivery HSBC premises where such damage is caused by action,
inaction, omission or negligence on the part of SoftGen.
21.0 Confidentiality/Publicity
21.1
All parties to this Agreement and their employees acknowledge all
material and information that has or will come into the possession or
knowledge of each in connection with this Agreement or the performance
hereof consists of confidential and proprietary data whose disclosure
to a third party may be damaging.
21.2
All parties and their employees agree to hold and use such material and
information and contents of this Agreement as company confidential
whose disclosure to any third party shall render any advantage of price
or other advantage contained herein liable to removal, at the option of
the other party, all other terms continuing.
21.3
SoftGen shall not disclose the making of this Agreement in any journal
magazine or publication or otherwise use HSBC's name in any of its
advertising material without HSBC's prior written consent. Such
consent is given at HSBC's absolute discretion and is not to be
unreasonably withheld.
22.0 Agents/Assignment of Right and Obligations
22.1
HSBC may receive SoftGen CIMphony[TM] software products and services
via a third party, or other corporate agents or distributors only
following receipt of a prior written notice and agreement from
SoftGen in accordance with clause 25.
22.2
SoftGen may appoint agents or distributors of SoftGen CIMphony software
products and services by prior agreement with HSBC to provide sales,
Software Maintenance or Technical Support services described in this
Agreement in which case such agents or distributors will assume as
applicable those responsibilities herein attributable to SoftGen.
SoftGen will remain liable for all guarantees and conditions contained
in this Agreement.
22.3
Any agents so appointed by SoftGen to provide to HSBC any SoftGen
CIMphony software products and services herein described will do so at
the prices given in Schedules 1, 2, 3, 4 appended and under those terms
and conditions described or at prices and under terms and conditions
accepted by HSBC as being more advantageous than those herein.
22.4
Prior to the relevant Installation Dates SoftGen will provide to HSBC
in writing full contact details and obtain HSBC agreement of any
maintenance agents which may be proposed to assume any SoftGen
responsibilities under this Agreement. SoftGen warrants that formal
training will be provided to the technical staff of any agents so
agreed before these dates to a level sufficient to allow them to
fulfill their obligations under this Agreement.
23.0 Limitation of Liability
23.1
Notwithstanding anything herein to the contrary, no party hereto will
be liable hereunder for any consequential or indirect damages excepting
penalty sums or liquidated damages specified or assessed as described
herein.
24.0 Patent and Copyright Indemnity
24.1
SoftGen will indemnify and hold HSBC harmless against all claims,
liabilities and costs including reasonable attorney's fees for the
defense of any claim or suit of alleged infringement by SoftGen's
Operating Programs or Customised Software Developments of any patent,
copyright or the trademark, trade secret or unfair competition rights
of any third party provided that HSBC gives SoftGen prompt written
notice of such claim or suit and that SoftGen is permitted to control
the defense and settlement of the claim or suit.
HSBC will fully co-operate in the defense of any such claim or suit and
may appear at its own expense through counsel of its choice. SoftGen
may settle any such claim or suit on a basis which requires SoftGen to
substitute for the Operating Programs or Customized Software
Developments functionally equivalent alternative Operating Programs or
Customised Software Developments or other software of similar quality.
SoftGen will not be liable to HSBC if the infringement or claim or
infringement is based upon (1) use of the Operating Programs, Further
Operating Programs and/or Customised Software Developments in
combination with products or software not supplied by SoftGen thereby
giving rise to the infringement or (2) use of the Operating Programs,
further Operating Programs and/or Customised Software Developments in
practicing any process not contained in the written application
specifications received by SoftGen or (3) modification of the Operating
programs, Further Operating Programs and/or Customised Software
Developments by HSBC or any third party of (4) compliance with the
designs, plans, specifications or instructions of HSBC.
25.0 Notices
25.1
Any written notice required to be given hereunder will be deemed
sufficient if sent by first class mail, postage prepaid courier
service, or facsimile addressed to the other party at the address set
forth in the first page of the agreement or as given below:
HSBC Holdings plc
Group Head of Telecommunications
HSBC Holdings plc
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
SoftGen International
Xx. Xxxxxx Xxxxxx
President
SoftGen International
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000, Xxxxxx, XX 00000
Fax x0 (000) 000-0000
26.0 Amendments to this Agreement
26.1
This Agreement may be changed only by the agreement of both parties in
writing and may not be changed or terminated orally.
26.2
Orders of additional Further Operating Programs and/or Further
Customised Software Developments from subsidiaries, associate and
managed companies of HSBC Holdings plc will be placed and received only
under the terms of this Agreement and may be included herein by the
addition from time to time of written addenda ("Amendments") which will
specify the SoftGen products and services required and by agreement the
details of supply or operation or other conditions particular to that
order.
27.0 Law
27.1
The construction, validity and performance of this Agreement shall be
governed in all respects by the Law of England and the parties hereto
hereby submit to the jurisdiction of the English Courts.
28.0 Extension of Time
28.1
Unless elsewhere so provided within this Agreement where the
performance by SoftGen is prejudiced due to act, omission or delay on
the part of HSBC the date for completion or delivery of the relevant
contract obligations will be automatically extended by a period of time
equal to the delay imposed and SoftGen will be entitled to charge HSBC
for its reasonable and actual costs occasioned by such delay. SoftGen
will take any reasonable action to mitigate such costs.
29.0 Taxes
29.1
HSBC will pay at cost on submission of the invoice by SoftGen any taxes
associated with HSBC purchase under this Agreement of SoftGen Operating
Programs, Further Operating Programs, Customised Software Developments
and Further Customised Software Developments. HSBC will not be liable
for any taxes based on gross or net income of SoftGen or its agents or
distributors.
30.0 Millennium Year 2000 Change
30.1
SoftGen warrants that the Operating Programs, Further Operating
Programs, Customised Software Developments and Further Customised
Software Developments are fully compatible at time of acceptance by
HSBC with the millennium date change for the Year 2000 and associated
date-related dependencies including but not limited to (I) the change
from 1999 to 2000 (ii) 29 February 2000 (iii) the change from 2000 to
2001 and (iv) system purge dates such as 9.9.99. In addition, SoftGen
warrants that the Operating Programs, Further Operating Programs,
Customised Software Developments and Further Customised Software
Developments shall not incur any failures or errors as a result.
30.2
In the event of any error or failure in the Operating Programs, Further
Operating Programs, Customised Software Developments and Further
Customised Software Developments as delivered and accepted by HSBC
attributable to the millennium date change SoftGen shall use its best
endeavors to modify the aforementioned software and SoftGen components
supplied by SoftGen to correct without delay such error or failure.
30.3
SoftGen will provide to HSBC demonstration or evidence that the
aforementioned software components are compliant with the standards
specified in Clause 30.1 above prior to end June 1999. SoftGen will
provide to HSBC without additional charge whatever Operating program or
other SoftGen software products are needed to assist HSBC at its choice
to undertake testing of the Operating Programs, Further Operating
Programs, Customised Software Developments or Further Customised
Software Developments.
30.4
SoftGen shall have no obligations to HSBC under this Agreement other
than specifically provided herein in respect of Operating Programs,
Further Operating Programs, Customised Software Developments or Further
Customised Software Developments which may have been altered or amended
or changed without SoftGen assistance following delivery and acceptance
by HSBC.
31.0 Indemnity and Insurance
31.1
SoftGen shall indemnify and keep indemnified HSBC to the extent caused
by SoftGen against injury (including death) to any persons on HSBC
premises (including any employee, agent, sub-contractor or
representative of SoftGen) or loss of or damage to any property which
may arise out of any act or omission (whether caused by negligence or
not) of SoftGen or of any sub-contractor, employee, agent or
representative of SoftGen arising out of or in consequence of SoftGen's
obligations here-under and against all claims, demands, proceedings,
damages, costs, charges and expenses whatsoever in respect thereof or
in relation thereto.
31.2
Without limiting SoftGen responsibilities under clause 28.1 above,
SoftGen shall insure with a reputable insurance company against all
loss and damage specified in Clause 28.1 above. In the event of such
claims, demands, proceedings, damages, costs, charges and expenses
whatsoever in respect thereof or in relation thereto, SoftGen shall
produce to HSBC such policy of insurance and receipts for premiums in
respect thereof if called upon to do so.
32.0 Computer Virus
32.1
SoftGen and HSBC shall use commercially reasonable best efforts to
ensure that no computer virus is introduced onto HSBC's internal
environment or internal systems or networks by any act, omission or
negligence on the part of their employees, agents or sub-contractors.
32.2
In the event that a computer virus is so introduced by any act,
omission or negligence of SoftGen and/or SoftGen employees, agents or
sub-contractors SoftGen will use all reasonable endeavors to restore
the Operating Programs, Further Operating Programs, Customised Software
Developments and Further Customised Software Developments used by HSBC
to normal operation.
32.3
No Operating Programs, Further Operating Programs, Customised Software
Developments and Further Customised Software Developments or other
software may be loaded on any HSBC internal system or network by
SoftGen without prior approval from HSBC.
33.0 Ownership / Intellectual Property Rights / Source Code
33.1
The ownership of all SoftGen Operating Programs, Customised Software
Developments, Further Operating Programs or Further Customised Software
Developments as listed in Schedules 1 and 2 rests with SoftGen who
shall retain all rights in the source code.
34.1
SoftGen on HSBC's formal request in writing and at HSBC cost will
organize and arrange for the placement in commercial escrow of one
complete copy of the source code of any Operating Programs, Further
Operating Programs, Customised Software Developments and Further
Customised Software Developments designated by HSBC as at date of HSBC
acceptance with the documentation used in the compilation of such with
a specialist company of SoftGen recommendation in such a manner that
HSBC may have unimpeded usage of or title to that software in the event
that SoftGen should cease to trade for any reason or file for
bankruptcy or the provision by SoftGen of the source code to other
users of SoftGen products.
35.0 Schedules
35.1
SoftGen will seek to maintain to date the accuracy of the information
provided in the Schedules of detail attached hereto which are
incorporated in and form part of this Agreement.
Appended Schedules
The following Schedules of detail are attached hereto and are included
within and made applicable to this Agreement:
Schedule 1 - The Operating Programs and Customised Software
Developments
Schedule 2 - SOFTGEN CIMphony[TM] Pricing (HSBC Group)
Schedule 3 - SOFTGEN CIMphony[TM] SOFTWARE MAINTENANCE SERVICES
SOFTGEN CIMphony[TM] PROJECT MANAGEMENT SERVICES
Schedule 4 - SOFTGEN TECHNICAL ASSISTANCE
Schedule 1
----------
1a) THE OPERATING PROGRAMS
British Bank (BBME) - Dubai UAE 1998
Contract Onetime Software License Costs USD
---
(i) HSBC Customised CallCenter GUI x30 12,000
CIMphony[TM] Universal Client Access x30 4,500
(ii) CIMServer x1 15,000
(iii) OAI Controller x1 15,000
Subtotal USD 46,500
1b) THE CUSTOMISED SOFTWARE DEVELOPMENTS
Contract Onetime Costs USD
---
HSBC Customised Composite GUI 155,200
Swipe Card (Track 3 descrambling) 2,750
Subtotal USD 161,525
Total USD 208,025
1c) SOFTGEN SOFTWARE MAINTENANCE
Contract Costs Per 12 months USD
---
British Bank (BBME) Dubai UAE Year 1 15% 30,667.50
After 10% 20,445.00
Subtotal USC 51,112.50
1d) SOFTGEN TECHNICAL ASSISTANCE / CONSULTANCY
Contract Onetime Costs USD
Development: ---
11 man-weeks SoftGen Software Architect 37,400
6 man-weeks SoftGen Software Architect 30,000
2 man-weeks (Xxxxx Xxxxxx 15-26 June 1998) 3,700
2 man-weeks Implementation (Dubai) 68,400
Testing / Remote Support:
6 man-weeks (Dubai) 30,400
12 man-weeks UAT (Aug/Sept 98) 3,600
CTI Integration (Hypercom/Aspect May'98) 4,205
Training/Expertise Transfer (Sept 1998) 9,375
- SoftGen Software Architect USD 5,000
- Air Fare USD 2,800
- Hotel 1 week USD 875
- Subsistence USD 700
Subtotal USD 187,080
1e) SOFTGEN TRAVEL /SUBSISTENCE
Contract Onetime Costs USD
Subsistence: ---
HK & Dubai Implementation 21 man-weeks 14,700
Hotel:
HK Development 13 nights 3,250
Dubai Implementation 4 man-weeks 5,600
Air Fares:
USA-HKG Flights/Visa x6 16,965
Subtotal USD 40,515
1f) SOFTGEN TRAINING
Contract Onetime Costs USD
Training Manuals/CD-ROM 7,600
Subtotal USD 7,600
Schedule 2
----------
2) SOFTGEN CIMphony[TM] Pricing (HSBC Group)
2a) CTI SERVER STANDARD SOFTWARE - ONETIME COSTS
Onetime USD per Per First Per Per
Site Server Primary Subsequent Contingency or
Server Primary Redundant or
Server Development
Server
--------------------------------- --------- --------- ----------
(1) CIMserver USD15,000 USD15,000 USD 7,500
(2) OAI Controller USD15,000 USD15,000 USD 7,500
(3) Statistics Server USD10,000 USD10,000 USD 5,000
(4) Total Call Experience USD 6,000 USD 6,000 USD 3,000
(5) Intelligent Routing USD14,000 USD14,000 USD 7,000
(6) Basic Transaction Server V1 USD 6,250 USD 6,250 USD 3,125
(7) Screen Pop USD 6,000 USD 6,000 USD 3,000
(8) Enhanced Transaction Server USD12,000 USD12,000 USD 6,250
V2.0
2b) ENHANCED TRANSACTION SERVER SOFTWARE - DISCOUNT
SoftGen shall offer to HSBC the following onetime purchase price
reductions per maximum total number of host sessions per Enhanced
Transaction Server software product per site:
Maximum Total
no. sessions Onetime
USD
-------------- ----------
(9) CIMphony[TM] Enhanced To 12 sessions USD 6,250
Transaction Server V2.0
To 24 sessions USD 8,000
To 48 sessions USD 10,000
To 96 sessions USD 12,000
2c) CLIENT WORKSTATION STANDARD SOFTWARE - LICENSE
Onetime License USD per seat per
site
(10) CIMphony[TM] Basic Client Access Minimum 10 seats USD 150
Enhanced Client Access USD 150
(10) CIMphony[TM]Campaign Manager USD 1600
Schedule 3
----------
3a) SOFTGEN CIMphony[TM] SOFTWARE MAINTENANCE SERVICES
SoftGen shall provide software maintenance services to HSBC according
to the terms of this Agreement, and in respect of those standard SoftGen
CIMphony[TM] products listed in Schedule 2 installed by HSBC as shown in
Schedule 1 (the Operating Programs) together with those software
developments (Customized Software Developments) for HSBC by SoftGen, at
the annual percentages of the installed total onetime costs of Operating
Programs, Further Operating Programs, Customised Software Developments or
Further Customised Software Developments and the one time Software Licenses
at each site as shown below:
Percentage of installed total onetime cost
First 12 Each 12 months
months thereafter
------ ---------
15%* 10%*
Software Maintenance support
(by SoftGen Inc. or its agents to HSBC IT)
[*not applicable to subsistence, travel and training costs]
3b) SOFTGEN CIMphony[TM] PROJECT MANAGEMENT SERVICES
SoftGen shall provide Project Management services to HSBC according to the
terms of this Agreement, and in respect of those standard SoftGen
CIMphony[TM] products listed in Schedule 2 installed by HSBC as shown in
Schedule 1 (the Operating Programs) together with those software
developments (Customised Software Developments for HSBC by SoftGen, at the
percentages of the installed total onetime costs of Operating Programs,
Further Operating Programs, customised Software Developments or Further
Customised Software Developments at each site as shown below:
Percentage of total onetime
Software or customization cost
CTI SERVER STANDARD SOFTWARE (See 2a) 10%
CLIENT WORKSTATION STANDARD SOFTWARE (See 2c) 10%
HSBC CUSTOMISED COMPOSITE GUI DESKTOP CLIENT (See 2d) 10%
FURTHER CUSTOMISED SOFTWARE DEVELOPMENTS 15%
(Any software developments particular to,
specified and requested by HSBC at time of order)
2d) HSBC CUSTOMISED SOFTWARE DEVELOPMENTS
The HSBC CallCentre client workstation software package, comprising the
following customised CIMphony[TM] software shall be discounted for volume
as follows based on total HSBC seat numbers installed globally:
Onetime License USD per seat per site
(12) HSBC Customised Composite GUI desktop client software (as at 1 October
1999):
Each HSBC Onetime License
Seat from per Seat per Site
--------- -----------------
Seats 1-50 USD400
Seats 51-100 USD350
Seats 101-150 USD300
Seats 151-200 USD250
Seats 201-250 USD200
Seats 251-300 USD150
Seats 301 upwards USD100
Schedule 4
----------
4) SOFTGEN TECHNICAL ASSISTANCE
SoftGen shall provide Technical Assistance via SoftGen Senior Software
Architect and Junior Software Architect staff onsite at HSBC locations as
requested according to the terms and conditions of this Agreement and at the
Consultancy and Subsistence prices for Weekday, Weekend and Public Holiday
support shown below:
AT STANDARD NOTICE OF REQUEST
(Received by SoftGen more than 4 days prior to start of requirement)
Per Weekday Per Saturday Per USA
or Sunday Public
Holiday**
SoftGen Consulting Tariff:
- Senior Software Architect USD 1500 USD 1700 USD 1900
- Junior Software Architect USD 1000 USD 1200 USD 1400
SoftGen Subsistence Tariff:
- Hotel Accommodation At HSBC Cost and/or
Arrangement
- Subsistence per diem USD 120 per person per each
calendar day
- Air Fare
(International origin or Intl. USD2,800 per round trip
destination)
(USA or Canada origin or destination) USD1,500 per round trip
** USA Public Holidays applicable: Memorial Day, Christmas Days,
Thanksgiving Day, Labor Day,
Independence Day
ANY EMEMERGENCY NOTICE OF REQUEST
(Any request received by SoftGen at or less than 4 days prior to start of
requirement)
SoftGen Consulting Tariff:
- As above, multiplied by two (x2)
SoftGen Subsistence Tariff:
- Hotel Accommodation As above
- Subsistence per diem As above
- Air Fare
As above, multiplied by two (x2)
Schedule 5
----------
Hongkong and Shanghai Banking Corporation Limited
Call Centre System Phase 1
EXTERNAL DESIGN FUNCTIONAL SPECIFICATIONS