Exhibit 10.6
Computer services consulting agreement
This Agreement (hereinafter referred to as the "Agreement" or "Contract") is
made and effective this __________, 199_ , by and between - 333Media, Inc. -
hereinafter referred to as the "3M") and - XxxxXxxxxxxx.xxx, Inc. - (hereinafter
referred to as the "SOS").
3M agrees to work as an independent contractor on the development of an
ecommerce system (hereinafter referred to as the "Project" or "System") for SOS
as will be specified by SOS according to the terms of this agreement.
3M will develop the ecommerce system according to the retail and business
processes to be defined by SOS. The ecommerce system will be scaleable to
operate on stronger platforms than initially used, to add and change features
and functionality and to work with other tools and technologies. 3M will ensure
that the system can be configured to handle as much traffic as may be needed
without having to redesign the system's core components.
3M will commit as many man-hours per week to this project as needed to
efficiently complete the development of this ecommerce system as soon as
possible. 3M will plan a general work schedule for the work covered by this
agreement. The schedule will be attached to this agreement as appendix A and
will be an integral part of it. According to this schedule, as described in
appendix A, 3M will allocate developers to exclusively work on this project. 3M
will only assign developers who are qualified efficiently and proficiently
complete their assignments. 3M will only charge SOS for time spent actually
working on the project and will not charge SOS for idle time.
3M will render these services primarily at 3M's offices, but will, upon request,
provide services at SOS's offices or other places as reasonably requested by SOS
as appropriate for the setup and or operation of the system. 3M will describe in
appendix A how much of the overall project development it will complete under
the $50,000 worth of work covered by this agreement.
3M will begin work on the project as scheduled in appendix A.
SOS agrees to hire 3M according to this contract for services totaling at least
$50,000, providing that 3M is allocating the amount of time described in the
Appendix A schedule.
SOS will pay 3M for programming work according to the following fee schedule:
Programming and web development:
Senior developer $85 per hour
Junior developer $55 per hour
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Assistant $30 per hour
Graphics
This agreement only covers basic structural graphics as required for system
design and does not cover any creative or cosmetic graphics. 3M will develop the
system with the ability to accept graphical changes. Additional graphic work,
such as front-end creative graphics, will be covered by this agreement only if
explicitly requested and completely scheduled by SOS and 3M.
3M will xxxx SOS, and SOS will pay 3M, on a weekly basis according to the number
of hours allocated by 3M to the project, which will be detailed by 3M in the
periodic reports (appendix b-c).
All written, printed or digitally recorded material developed for this project
or in the process of the project will belong exclusively to SOS and 3M will turn
all such material over to SOS immediately upon request. 3M will maintain all
such material in an organized manor and will secure it from unauthorized access.
3M will not release such material to any third party. Such material includes
also, but not exclusively, any and all images, graphics, documentation, source
code, compiled code etc.
3M will provide SOS's technical personnel with clear documentation and / or
training of the system's features, structure and code for the purpose of SOS's
personnel being able to maintain and upgrade the system once this development
engagement is completed.
3M will allow SOS's technical representative to participate in parts of the
development at 3M's facilities for the purpose of SOS's representative becoming
familiar with the system and the technology used and / or to allow SOS's
technical representative to evaluate the development progress.
Progress And Billing Reports:
Daily Reports: At the end of each workday, 3M will provide SOS with a brief
report, as sampled in appendix B, describing the time allocated by each
developer to the project and a brief progress report.
Weekend reports: On the last workday of every week, 3M will provide SOS with a
weekly report, as sampled in Appendix C, containing the following information:
description of development progress for that week and whether progress is on
schedule with the general plan.
The weekend report will also include a full revised schedule for the following
week as sampled in appendix B. This schedule will describe how many developers
of each type will be working on the project, the amount of hours each will
dedicate to the project and on what area of development they will work.
This Contract contains the entire agreement between SOS and 3M, and there are no
other promises or conditions in any other agreement whether oral or written
concerning the subject matter hereunder. This Contract supersedes any prior
written or oral agreements between the parties.
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Termination: Either party will be allowed to terminate this agreement if the
other party breached or violated any part of it.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth above.
Official Signatory of: Official Signatory of:
XxxxXxxxxxxx.xxx, Inc. 333Media Inc.
4706 18th Av. 000 Xx.
Xxxxxxxx XX 00000 Xxx Xxxx XX
By: ___________________ Signature: ____________________
Name: Xxxxx Xxxxxxxx Name: _________________________
Title: President and CEO, Title: President and CEO,
Xxxxxxxxxxxx.xxx 333Media
Inc. Inc.
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Appendix A: Overall Project Schedule
The parties agree that the date of commencement shall be January 4, 2000.z
The following timetable represents 3M's assessment of an efficient allocation of
programmers for the purpose of commencing development on the ecommerce system
for SOS, as was described to 3M by SOS.
SOS is hiring 3M to for programming and system development only, including
structural HTML graphic layouts. Any front-end artistic work will only be
incorporated within this agreement if specifically requested or approved by SOS
and only within the scope of such specific request or approval.
HOURLY HOUR / WEEK
------ -----------
Week 1 1 Database Developer Senior 85 40
1 Graphic Designer Assistant 30 As needed
1 Network Specialist 2 day
Week 2 1 Database Developer Senior 85 40
1 Graphic Designer Assistant 30 As needed
Week 3 1 Database Developer Senior 85 40
1 Graphic Designer Assistant 30 As needed
1 Programmer Junior 55 40
1 Programmer Junior 55 40
1 Management /
Integrator Senior 85 40
Week 4 1 Database Developer Senior 85 40
1 Graphic Designer Assistant 30 As needed
1 Programmer Junior 55 40
1 Programmer Junior 55 40
1 Management /
Integrator Senior 85 40
Week 5 1 Graphic Designer Assistant 30 As needed
1 Programmer Senior 85 40
1 Programmer Junior 55 40
1 Programmer Junior 55 40
1 Management / Senior 85 40
Integrator
Signatures: SOS: ____________________ 3M: _____________________
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Appendix B: Sample Daily Report
Daily Report for xx/xx/2000
Developer Hours Hourly Rate Development Area
------------------ ----- ----------- ----------------
DB Developer 6 $ 85 Stored Procedures
Senior Developer 1 4 $ 85 ?
Senior Developer 2 8 $ 85 ?
Assistant 5 $ 30 HTML Templates
Total work value: $1680
Appendix C: Sample Weekly report and schedule
Date: Friday 12/31/1999
Work progress for week ending today:
1. Description of work progress for this week
2. Whether progress is on schedule with overall project plan as described in
appendix A
3. Notes
Weekly schedule for 01/02/2000 - 01/07/2000
Developer Hours Hourly Rate Development Area
------------------ ----- ----------- ----------------
DB Developer 20 $ 85 ?
Senior Developer 1 30 $ 85 ?
Senior Developer 2 40 $ 85 ?
Assistant 25 $ 30 ?
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