Exhibit 10.9
XX XXXXXX AND OPUS360 CORPORATION
DEAL SHEET
October 15, 1999
BACKGROUND:
XX Xxxxxx ("XX Xxxxxx") and Opus360 desire to enter into a partnership for
the extranet-based Opus Xchange contractor procurement service;
XX Xxxxxx desires to immediately begin to drive the development of Opus
Xchange as a member of the Opus360 Charter Member Program;
Opus360 desires to announce a partnership with leading IT organizations;
Opus360 and XX Xxxxxx desire for XX Xxxxxx to benefit from the success of
Opus360 in conjunction with its early involvement with the company.
Opus360 desires for XX Xxxxxx to benefit from the success of Opus360 in
conjunction with its early involvement with the Company and XX Xxxxxx
wishes to receive such benefit in the form of warrants that will be issued
at today's, pre-IPO price.
DEAL TERMS:
1. XX Xxxxxx will sign a three year service agreement for the Opus Xchange
service, to be negotiated in good faith, and effective upon the signing of
this deal sheet. The service agreement will be contingent upon a trial
period to begin on or about January 1, 2000 and continuing for no more than
three months. (See prepayment terms below)
2. XX Xxxxxx will become a Charter Member [of] the Opus Xchange service and
will participate actively in the continued development of Opus Xchange.
3. XX Xxxxxx will be guaranteed a position on the Customer Advisory Board.
This Board will drive the development of Opus Xchange for as long as XX
Xxxxxx is a customer of Opus360.
4. XX Xxxxxx will assist Opus360 to produce a case study documenting the
benefits of the Opus360 solutions in lieu of an internally developed
application.
5. XX Xxxxxx will approve a press release announcing the partnership at a
mutually agreeable time.
6. XX Xxxxxx will pay Opus360 an annual Fee for the Opus Xchange service.
Proposed pricing for the Opus Xchange service is as follows:
OPUS XCHANGE
Opus360 will charge XX Xxxxxx an annual, fixed subscription fee for usage of the
Opus Xchange service plus a per requisition fee based on the aggregate number of
requisitions or transactions
over the Opus Xchange service. The presumed number of requisitions for XX
Xxxxxx is approximately [***] based on the following breakout: [***]
Additional requisitions for full-time recruiting requirements will also be
included.
PRICING
Opus 360 will charge XX Xxxxxx a [***] for usage of the Opus Xchange service
plus a [***] and will encompass requisitions for both full-time and T & M
contractors.
Prepayment: There will be a one-time fee of [***] payable upon the execution
of an agreement consistent with this memorandum of understanding. Half of the
prepayment will be applied to the setup and configuration of the application
and half will cover the first year's subscription payment. Should XX Xxxxxx
elect not to continue with the Opus Xchange service after the trial period
phase, XX Xxxxxx will [***] .
X.X. Xxxxxx will receive [***] upon the execution of an agreement consistent
with this memorandum of understanding.
OTHER:
This deal sheet is valid through December 14, 1999.
XX Xxxxxx Corporation Opus360 Corporation
By:______________________________ By:________________________
Xxx Xxxxxxxx
Chairman & CEO
Date:____________________________ Date:______________________
[***] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.
