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EXHIBIT 10.27
ARIS CORPORATION
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into as of January 1, 1999, (the "Effective
Date") between ARIS Corporation, a Washington corporation ("ARIS"), and
California State Automobile Association Inter-Insurance Bureau, a California
corporation ("Customer").
A. ARIS is a company engaged in the business of providing computer
integration consulting and training services, including but not limited to
packaged applications development, custom development, and human resource
management systems development.
B. Customer desires that ARIS provide certain services to Customer, on
the terms and conditions set forth below.
The parties agree as follows:
1. SERVICES:
ARIS agrees to perform the services (the "Services") described on Work Order(s)
which are to be executed from time to time by authorized representatives of
both parties and which refer to this Agreement.
2. CHARGES; INVOICING AND PAYMENT:
As consideration for ARIS' Services, Customer agrees to pay ARIS the amounts
set forth on each respective Work Order, at the times and in the manner set
forth on the Work Order. Unless otherwise specified on the Work Order, Services
shall be provided to Customer on a time and materials basis, at rates to be
negotiated. In addition, Customer will pay, unless otherwise specified on the
respective Work Order, (a) ARIS' reasonable out-of-pocket expenses incurred as
a result of ARIS' performance of Services, provided that all such expenses are
allowable under Customer's expense policy as set out in section eight hereof,
substantiated by appropriate written receipts; and (b) only taxes validly
imposed upon Customer under California law under the California Constitution,
Article 13, Section 28, (and not franchise or income taxes) based on or
measured by the charges set forth in this Agreement, or based on any Services
provided.
Invoices will be issued semi-annually by ARIS. Payment is due within 30 days
after Customer's receipt of the invoice. A delayed payment charge of one and
one-half percent (1.5%) of the invoice amount will be paid by Customer for each
30-day period (or part thereof) of delay in payment beyond the payment due
date. The delayed payment charge will not apply if Customer requests correction
of the invoice within the 30 days, but will apply 30 days after receipt of the
corrected invoice.
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3. TERMS AND TERMINATION:
This Agreement will commence on the Effective Date specified above and, unless
earlier terminated as provided below, shall remain in effect until the last
Project Completion Date specified on any Work Order, unless otherwise modified
or extended by the agreement of the parties.
This Agreement and the obligations of the parties hereunder may terminate early
upon the occurrence of any of the following events: (1) completion of the
Services by ARIS; (ii) the institution of voluntary or involuntary proceedings
by or against any party in bankruptcy or under any insolvency law, or for
corporate reorganization, the appointment of a receiver or petition for the
dissolution of any party or an assignment by a party for the benefit of
creditors; or (iii) upon fourteen (14) days' written notice given by either
party for any reason or no reason. Upon termination, ARIS will immediately
return all of Customer's information and materials and ARIS shall then be paid
any amounts owing for Services performed and expenses incurred through the
termination date. Customer shall also reimburse ARIS for the costs of all
non-cancelable committed Services and materials on order (which shall become
Customer's property on payment) resulting from such termination or suspension
of Services.
4. RECORDS AND PROGRESS REPORTS:
ARIS shall keep full and accurate records of all of its labor hours and
reimbursable expenses incurred in connection with this Agreement. ARIS shall
provide access to such records upon Customer's reasonable request. Such records
will be available for audit ninety (90) days after the event and remain
available for four (4) years after the termination date and for four (4) years
after completion of all work authorized hereunder. ARIS will make periodic
progress reports to Customer at such times and in such form as is mutually
agreed in the applicable Work Order.
5. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY:
During the term of this Agreement, as a result of ARIS' efforts under this
Agreement, ARIS may generate ideas, inventions, suggestions, copyrightable
materials or other information ("Intellectual Property") which fall into one
of two categories:
a. Intellectual Property specifically related to the subject matter of
ARIS' efforts under this Agreement, and directly related to, or
incorporated into, the work product to be produced by ARIS and delivered to
Customer under this Agreement. Title to Intellectual Property described in
this paragraph 5a, that is developed solely by ARIS, or jointly by ARIS and
Customer, shall remain in Customer at all times; ARIS agrees to disclose
and assign to Customer, in a form satisfactory to Customer, all such
Intellectual Property, whether made alone or in conjunction with others,
and to render such assistance as Customer may reasonably require to perfect
such assignments and to protect such Intellectual Property; and
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b. Intellectual Property of general applicability, whether or not
related to, or incorporated into, the work product to be produced by ARIS
and delivered to Customer under this Agreement. Title to Intellectual
Property described in this paragraph 5b, including any Intellectual
Property developed by ARIS prior to or outside of this Agreement, shall
remain in ARIS. To the extent such Intellectual Property is incorporated
into work product to be produced by ARIS and delivered to Customer under
this Agreement, ARIS grants and Customer hereby accepts, a perpetual,
worldwide, royalty-free, non-exclusive license to use all such
Intellectual Property as incorporated into the ARIS work product.
6. CONFIDENTIALITY OBLIGATIONS:
All information and material that may be disclosed by one party to the other in
the course of this Agreement is considered confidential and proprietary and
will not be used by the receiving party other than for the purposes under this
Agreement for which it was disclosed. The receiving party will protect such
information from disclosure to third parties and hold it as confidential using
the same degree of care as that party uses to protect its own confidential or
proprietary material of like importance, but at least reasonable care. This
obligation will continue for a period of five (5) years following receipt of
the material and will survive any termination of this Agreement, but it will
not cover any information which is disclosed to a third party by the disclosing
party without restrictions on disclosure, any information that has been or is
developed independently by the receiving party without violation of obligations
of confidentiality, any information that falls into the public domain without
fault of the receiving party, any information that is rightly obtained by the
receiving party from a third party without restriction, or any information that
is rightly in the possession of the receiving party at the time of disclosure
by the disclosing party.
7. STATUS OF ARIS AS INDEPENDENT CONTRACTOR:
ARIS shall devote such time and effort to the performance of the Services as
may be necessary to satisfactorily complete the work. ARIS shall not
subcontract any portion of the work to be performed without the prior written
consent of the Customer, which consent shall not be unreasonably withheld. ARIS
shall be an independent contractor in the performance of this Agreement and
shall not be deemed an employee or agent of Customer or any purpose whatsoever.
Neither party shall have power to act as an agent of the other or bind the
other in any respect.
ARIS' performance shall be in compliance with all applicable statutes or
regulations of any jurisdiction or governmental agency.
8. WORKPLACE AND CUSTOMER POLICIES:
If ARIS is requested by Customer to provide Services on Customer premises,
Customer agrees to provide ARIS personnel a safe workplace whose standards are
consistent with that of its own employees. Customer also agrees to provide
reasonable access to its key
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personnel necessary for ARIS to perform the Services. ARIS personnel will
observe all safety and other applicable rules in effect at such workplace,
provided that reasonable notice of the rules has been supplied to ARIS and such
personnel.
a. A copy of Customer's Information Security Policies, Standards and
Procedures is attached hereto as Attachment 1 and incorporated herein, and
ARIS personnel working on Customer premises or using Customer's computer
facilities must sign and comply with these Policies, Standards and
Procedures
b. ARIS personnel are subject to employee conduct policies in You and the
CSAA, Customer's employee handbook, while on Customer's premises, but are
not entitled to any benefits described therein or otherwise available to
Customer's employees.
c. ARIS' personnel's reimbursable travel expenses are limited to: (i)
travel authorized in advance and in writing by Customer and booked through
Customer's AAA Travel Agency, (ii) weekday automobile mileage or rental
only for travel between Customer locations which is authorized in advance
and in writing; and (iii) weekday overnight accommodations on travel
authorized in advance and in writing between Customer locations for which
reservations are made through the reservations services of the California
State Automobile Association. In particular, hotel or motel accommodations
shall not exceed $100 per weeknight; airline travel shall be lowest
available coach fare; meals are limited to actual costs, and not to exceed
$42 per weekday; local transportation shall be by public transit or shuttle
service; and, automobile mileage shall be limited to the current rate
recognized by the Internal Revenue Service. Any expense not covered under
this policy shall not be reimbursable hereunder.
9. INSURANCE:
At all times during the term of this Agreement, ARIS shall maintain insurance
coverage in an insurance company or companies rated A "Excellent" by A.M. Best
for the following risks in the following minimum amounts:
Comprehensive General Liability Insurance: $2 million aggregate; $1
million per occurrence including $1 million personal injury.
Errors and Omissions Liability: $3 million per occurrence.
Business Auto: $1 million combined single limited bodily injury and
property damage liability.
Umbrella: $4 million aggregate, $4 million per occurrence.
Workers' Compensation: as required by statute.
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Upon execution of this Agreement, ARIS shall name the Company as an additional
insured under such policies, and shall provide the Company with a certificate
evidencing the above insurance coverage.
10. NON-SOLICITATION:
Neither party shall solicit employment from any of the other party's employees
whose work relates to this Agreement, during the term of this Agreement and for
a period of six months after termination of this Agreement, without the prior
written consent of the other party.
11. WARRANTY; LIMITATION OF LIABILITY:
ARIS represents and warrants that the Services provided hereunder will be
performed in a manner consistent with the professional standards and the
general customs and practices of the industry and in accordance with Customer
standards as established for work previously performed for Customer by The
Consulting Team and Intime and as developed by ARIS for Customer. Customer must
report any deficiencies in the Services within ninety (90) days of the later of
the completion of the Services or the date that such deficiencies were
reasonably discoverable by Customer, in no event, however, exceeding 180 days
from the date of completion of such Services. Customer's sole remedy for the
breach of any warranty by ARIS under this Agreement shall be the re-performance
of the Services. If ARIS is unable to re-perform the Services as warranted,
Customer shall be entitled to recover the fees paid to ARIS for the deficient
Services.
ARIS acknowledges the Customer's Project 2000 standards require all year dates
to be in a four-digit format which is fully functional and processes correctly
and accurately as input, as output and at all interfaces, and agrees that ARIS
will identify and disclose any pre-existing Customer or third-party code it
encounters in connection with work for Customer which does not meet Customer's
Project 2000 standards so Customer may evaluate all such non-complying code for
correction. Correction of non-complying code created by ARIS or The Consulting
Team shall be at ARIS' expense. This obligation shall not be subject to the
time limits set out in the preceding paragraph and deficiencies shall not be
considered reasonably discoverable until the later of the implementation date
or the commencement of production processing in the year 2000.
THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE ARIS' EXCLUSIVE
WARRANTIES. ARIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTY OF NON-INFRINGEMENT WITH RESPECT TO INTELLECTUAL PROPERTY. ARIS WILL
NOT BE LIABLE IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR
INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY
EVENT, ARIS' MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.
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12. MISCELLANEOUS:
This agreement is governed by the laws of the State of California. Any legal
action must be filed within two (2) years after the cause for such action
arises. The parties agree that jurisdiction over and venue in any legal
proceeding arising out of or relating to this Agreement shall be in courts in
and for the City and County of San Francisco, California. The prevailing party
to any action shall be entitled to its reasonably costs and attorneys' fees
from the other party.
Unless otherwise specifically provided in this Agreement, the terms of this
Agreement shall prevail over any conflicting provision of any applicable Work
Order.
Notices will be effective when received in writing at the following addresses:
ARIS CORPORATION: CALIFORNIA STATE AUTOMOBILE ASSOCIATION
0000 000XX Xxxxxx XX XXXXX-XXXXXXXXX XXXXXX
Xxxxxxxx, Xxxxxxxxxx 00000 000 Xxx Xxxx Xxxxxx, 0xx Xxxxx
Attn: General Counsel Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000 Attn: Vice President, HRMS
Email: !Xxxxx@xxxx.xxx Email:
With copy to: Assistant Vice President,
Office of the General Counsel
Fax: (000) 000-0000
Neither Customer nor ARIS may assign its right under this Agreement without the
prior written consent of the other party. ARIS represents that it is the legal
successor to The Consulting Team and subject to all of its obligations under
prior Agreements and Work Orders with Customer and the California State
Automobile Association.
Neither party shall issue any press release or other public disclosure
concerning this Agreement without prior written consent of the other party,
which shall not be unreasonably withheld. However, either party may disclose
the existence of this Agreement or its contents as may be required to comply
with applicable laws or regulations. Notwithstanding the above, Customer hereby
consents to the use of Customer's name only in any listings of representative
clients. ARIS shall not use Customer's name or trademarks in any way nor state
or imply that it is approved or endorsed by Customer, the California State
Automobile Association, the American Automobile Association, or any other
organization associated with them.
This Agreement constitutes the entire agreement of the parties, supersedes any
prior understandings relating to the subject matter hereof, and may be amended
or supplemented only
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in a written agreement signed by ARIS and Customer. All preprinted clauses on
order forms utilized by ARIS or Customer are deemed deleted unless the form is
subscribed by both parties.
CUSTOMER ARIS CORPORATION
By: [SIGNATURE ILLEGIBLE] By: /s/ XXXXXXX X. XXXXX
-------------------------------- -------------------------------------
Xxxxxxx X. Xxxxx, VP HRMS Consulting
Name:
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Title: VP, HR
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ATTACHMENTS
1. Information Security Policies, Standards and Procedures
2. Work Order: Xxxxx Xxxxxx
3. Word Order: Xxxxx Xxxxxxxxxx
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[AAA INFORMATION SECURITY POLICIES, STANDARDS AND PROCEDURES
LOGO] --------------------------------------------------------------------
California State Automobile Association and California State
Automobile Inter-Insurance Bureau
Information and computer systems are valuable assets for California State
Automobile Association and California State Automobile Inter-Insurance Bureau
(CSAA). Please read, understand and comply with the policies, standards and
procedures described below, those described in "You and the CSAA", and others
which we may adopt. Failure to comply may result in disciplinary action. If you
have any questions about these policies or procedures, or their application in
any particular situation, ask your manager for clarification.
USE FOR BUSINESS PURPOSES; CSAA ACCESS, REVIEW, DELETION AND DISCLOSURE
Our computer system is provided to employees at CSAA's expense to assist you in
carrying out CSAA's business. The system permits employees to perform their
jobs, share files, and communicate with each other internally and with selected
outside individuals and companies that CSAA, in its sole discretion, decides
should be communicated with or connected via the system.
The system is to be used for business-related purposes. CSAA treats all
information transmitted through or stored in the system, including e-mail
messages, as business information. CSAA reserves the right to access, review,
copy, modify or delete all such information for any purpose and to disclose it
to any party CSAA deems appropriate.
Files containing personal information as a result of your making incidental use
of the computer for personal purposes, including transmission of electronic
mail messages, will be treated no differently from other files; i.e. CSAA
reserves the right to access, review, copy, modify, delete or disclose them for
any purpose. Accordingly, you should not use the computer system to send,
receive or store any information that you wish to keep private. You should
treat the computer system like a shared file system with the expectation that
files or communications sent, received or stored anywhere in the system will be
available for review by any authorized CSAA representative for any purpose.
CONFIDENTIAL INFORMATION
Your work at CSAA may afford access to information concerning our members,
insureds, employees and others, as well as to confidential information
regarding CSAA business. All this information is strictly confidential whether
or not it is marked confidential. Our reputation depends on the trust placed in
us by those we serve. You have a responsibility to protect the confidentiality
of information and the privacy of individuals identified in our records.
You must exercise caution in transmitting confidential CSAA information on the
computer system. Confidential information should never be transmitted or
forwarded to outside individuals or companies not authorized to receive that
information and should not be sent or forwarded to other employees or
contractors who do not need to know the information.
Always use care in addressing electronic mail messages to make sure that the
messages are not inadvertently sent to outsiders or the wrong persons within
CSAA. In particular, exercise care when using distribution lists to make sure
that all addresses are appropriate recipients of the contents. Individuals using
lists should take appropriate measures to ensure that the lists are current.
Refrain from routinely forwarding messages containing confidential information
to multiple parties unless there is a clear business need to do so.
VIEWING AND PROTECTING ELECTRONIC FILES
In order to avoid inadvertent dissemination of confidential information,
employees should not access their computer in the presence of others or leave
confidential information open on the screen when the computer is unattended.
Sign off or activate security (such as a screen saver with a password) when
leaving the computer.
PASSWORDS
Employees must use individual passwords to protect against unauthorized access
files on which they are working. Never disclose personal or systems password to
anyone and don't use anyone else's user identification or password. If you
feel a password has been compromised, change it immediately.
ATTACHMENT 1
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INFORMATION SECURITY POLICIES, STANDARDS AND PROCEDURES
DISKETTES, CARTRIDGES, CDS AND BACK-UP TAPES
Do not leave floppy disks, back-up tapes and other such media that contain
confidential information out in the open. Keep them locked in drawers or file
cabinets.
NOTEBOOK COMPUTERS
Extra precautions must be exercised when taking confidential information out of
the office. Never leave notebook computers unattended while traveling. Never
put a notebook computer (or external hard drive) through an airport or other
security metal detector. While resulting damage to the computer is uncommon,
when it does occur, it usually results in the complete permanent loss of all
information stored on the computer.
ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS
Some electronic mail messages may constitute confidential, privileged
communications with attorneys. Upon receipt of a message or creation of a
message to an attorney, do not forward it or its contents to others without the
attorney's authorization.
COPYRIGHTED INFORMATION
Use of the computer system to copy or transmit any software programs, documents
or other information protected by the copyright laws is prohibited by federal
law and may subject you and CSAA to civil and criminal penalties. Never copy
software programs of any kind without express authorization from your manager.
Never accept copies of any software programs from other employees without
approval from your manager.
VIRUSES
Be sure that CSAA-approved virus checking software is installed and always
running on your computer. Never disable this software. Be sure to log off your
computer daily so that the software is kept current. Never insert any floppy
disks into your PC or download any files from any outside source without first
checking them for viruses.
E-MAIL ETIQUETTE
Please note that your e-mail messages may be read by someone other than the
person(s) to whom you sent them, and someday may have to be disclosed to
outside parties or in court in connection with litigation. Accordingly, please
create and send only messages that are courteous, professional and businesslike.
CSAA strongly discourages the storage of large numbers of e-mail messages.
Because messages may contain confidential information, it is desirable to limit
the number, distribution and availability of such messages to protect
confidential information. You should delete any messages that no longer require
action or are not necessary to an ongoing project. You should audit your stored
messages regularly and delete messages that are no longer needed.
PERSONAL USE
The computer and all related hardware, software and peripheral devices,
Internet or online services access provided by CSAA are for use on your
business assignments. Similarly, network usage is primarily for business use
and is also subject to monitoring and inspection. With your manager's written
authorization, you may make occasional, reasonable personal use as long as this
is not done on CSAA time, does not impact your work assignments, create
additional expense to CSAA, or violate any law or CSAA policy. Permitted
personal use does not include use for income generating or commercial
activities. Users should not expect privacy of their activities on these
systems.
Since CSAA computers, networks and their contents, as with all CSAA property,
are subject to monitoring and inspection for any reason at any time, with or
without notice, all policies and procedures applicable to business use apply to
personal use.
PROHIBITED USE
Use of the computer system to engage in any communications or store materials
that are in violation of the law or CSAA policies, including but not limited to
transmission of threatening, defamatory, obscene, offensive or
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INFORMATION SECURITY POLICIES, STANDARDS AND PROCEDURES
Use of the computer system to engage in any communications or store
materials that are in violation of the law or CSAA policies, including
but not limited to transmission of threatening, defamatory, obscene,
offensive or harassing messages that disclose personal information
without authorization, is strictly prohibited.
Some other examples of prohibited misuse include the following:
- Any use for anonymous, solicitation, non-CSSA business, or chain
communications;
- Interfering with or circumventing procedures and safeguards, including
the introduction of unauthorized code, graphics or features;
- Accessing any communication, data, user-identification, passwords or
system without authorization;
- Altering or deleting files, data, or information except as authorized.
DATA SECURITY PROCEDURES
- Company hardware, software, and related materials (for example,
documentation and manuals) and data made available to your by CSAA
must be returned to CSAA immediately upon request or termination of
your services at CSAA. They shall be returned in the same condition,
less reasonable wear and tear, as when issued to you.
- Non-CSAA computers attached to CSAA networks are not permitted without
written authorization from your manager.
- Use only software supplied by CSAA or authorized by CSAA management in
writing. Use software only in accordance with the license agreement.
- Do not copy software developed by or for CSAA without written approval
of an authorized CSAA officer or manager.
- Do not upload data (transmit data from a PC to the mainframe computer)
or download data (transmit data from the mainframe or server to a PC)
without written authorization. Do not access CSAA mainframe, PCs LANs,
WANs, data networks, etc., via telecommunications software (dial-up)
unless you have written authorization identifying the remote computer
and access method. Do not access or subscribe to any on-line services
from a CSAA computer or access any non-CSAA computer without written
authorization.
- Do not modify CSAA computer hardware or software without CSAA
management notification.
- Label diskettes with CSAA labels which identify the department and
user name.
- Back-up data regularly on a schedule approved by your management.
Off-site storage should be considered if appropriate.
- Do not store confidential data on a hard disk unless there are
safeguards preventing unauthorized access. Diskettes and other media
containing confidential data must be stored in a secured environment
when unattended.
- Do not encrypt (make unreadable) data without written authorization.
Provide the encryption key to your management.
- The user of a CSAA computer and its associated materials is
responsible for taking all reasonable and prudent measures to ensure
their security and to protect them from loss or damage. Any theft or
loss is to be reported to the Enterprise Help Desk (EHD) and CSAA
manager immediately upon discovery.
- You are responsible for noting and reporting violations of these
policies to your CSAA manager or to EDP Auditing immediately upon
discovery.
I HAVE READ AND UNDERSTAND THE CSAA "INFORMATION SECURITY POLICIES, STANDARDS
AND PROCEDURES" AND AGREE TO ABIDE BY THE RULES AS STATED. I HEREBY ACKNOWLEDGE
RECEIPT OF A COPY OF THIS DOCUMENT.
Name: (Print) XXXXXX X. XXXXXX Dept./D.O. HR Systems
Signature: /s/ XXXXXX X. XXXXXX Date: 1/15/99
If Non-CSAA Employee
Company Name: Contract Dates: 1/1/99-12/31/99
The Consulting Team/ARIS Corporation
FAX COMPLETED FORM TO EHD (000) 000-0000; SAVE COPY FOR REFERENCE;
SEND ORIGINAL TO H/R - MAIN OFFICE
W1939 IS TO BE USED FOR WRITTEN APPROVAL UNTIL FURTHER NOTICE
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WORK ORDER
ARIS CONTRACT NO.:
-----------------------
WORK ORDER NO.: CSAA 007
-------------------------
This Work Order is executed this 26(th) day of January 1999 subject to the
terms and conditions of that certain Professional Services Agreement, dated
January 1, 1999 by and between ARIS Corporation ("ARIS"), a Washington
corporation and California State Automobile Association ("Customer").
-------------------------------------------------------------------------------
DESCRIPTION OF SERVICES:
------------------------
*
ESTIMATED COMPLETION DATE: *
--------------------------
WORK LOCATION: BILLING CONTACT:
-------------- ----------------
* *
CONSULTANT RATE PER HOUR HOURS ORDERED TOTAL
---------- ------------- ------------- -----
* * * *
CUSTOMER PROJECT MANAGER ARIS PROJECT MANAGER
------------------------ --------------------
* *
TRAVEL ARRANGEMENTS:
--------------------
*
-------------------------------------------------------------------------------
PAYMENTS AND FEES; TIME AND MANNER OF PAYMENTS:
-----------------------------------------------
As outlined in the ARIS Professional Services Agreement.
Time, Schedule, and Completion Date(s):
---------------------------------------
As detailed in the Project Plan document.
ATTACHMENT 2
*Portions of this agreement have been omitted pursuant to a request for
confidential treatment pursuant to SEC Rule 24b-2, to be filed separately with
the SEC no later than April 10, 2001.
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KEY WORK DEPENDENCIES AND ASSUMPTIONS:
ARIS' ability to meet project expectations are dependent upon various events,
accomplishments and assumptions, including the following:
The PeopleSoft HRMS implementation project continues to move forward according
to the Project Plan document.
CALIFORNIA STATE AUTOMOBILE ASSOCIATION ARIS CORPORATION
By /s/ [Signature Illegible] By /s/ XXXXXXX X. XXXXX
-------------------------- ---------------------------
Name Xxxxxxx X. Xxxxx, VP, HRMS
------------------------ Consulting
Title
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