EXHIBIT 10.7
Subcontractor Agreement Statement of Work
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Fixed Bid Contract for PM/IQ base integration module
Scope of Services, Charges, and other applicable terms
This Statement of Work to the IBM Subcontractor Agreement between IBM and
International CompuTex, Inc. (ICI) is for the development of the PM/IQ base
integration module.
"SEE ATTACHED STATEMENT OF WORK DOCUMENT"
Actual Start Date:
Estimated End Date:
Each of us agrees that the complete agreement between us about this transaction
consists of 1) this Statement of Work and 2) the IBM Subcontractor Agreement (or
any equivalent agreement signed by both of us) and its applicable Attachments
and Transaction Documents.
Agreed to: International CompuTex, Inc. Agreed to: International Business
Machines
By /s/ X.X. Xxxxxxxxxx By /s/ Xxxxxx X. Xxxxx, Xx.
------------------------- -------------------------------
Authorized Signature Authorized Signature
Name (type or print): Name (type or print):
X. X. Xxxxxxxxxx Xxxxxx X. Xxxxx, Xx.
Date: Date:
12-23-97 1-7-98
Subcontractor Address: Statement of Work Number:
International Computex, Inc.
0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000 IBM P.O. Number:
Xxxxxxx, XX 00000-0000
Phone/Fax (000) 000-0000/(000) 000-0000 IBM Corporation
0000 XXX Xxxxx
Xxxxxxxxx, XX 00000
IBM customer contact name/telephone: Xxx Xxxxx (000) 000-0000
1. Statement of Work
This Statement of Work defines the scope of work and associated deliverables
with respect to the development of a base integration module between ICI
ItemQuest(TM) and IBM ProductManager(TM) (PM/IQ base integration module). This
module is separate and distinct from ItemQuest. This work will be performed by
ICI under the terms and conditions of the IBM Subcontractor Agreement #N670701
between IBM and ICI. When a conflict in terms exists between agreements, the
terms of this Statement of Work will apply.
1.1 Project Scope
The scope of this project is for the development, test, documentation and
packaging of the PM/IQ base integration module code. This work is to include the
following activities:
1. Requirements definition as agreed to by the parties involved.
2. Integration architecture and design as agreed to by the parties
involved.
3. Code and testing based on requirements as determined by ICI.
4. Documentation as determined by ICI.
5. Defect support as defined in section 1.3.5.
1.2 Key Assumptions
This Statement of Work and ICI's estimates to perform this Statement of Work are
based on the following "Key Assumptions":
1. PM/IQ base integration module will be supported by ICI on AIX and
Solaris. Other platforms may be supported as required and agreed to by
both parties.
2. ICI will keep current with ProductManager releases and snaps using the
IBM provided relcon tool.
3. The PM/IQ base integration module is a "Material" as that term is
defined in the IBM Subcontractor Agreement.
4. PM/IQ base integration module will be year 2000 compliant to the extent
ProductManager complies. ProductManager's definition of "year 2000
compliant" is that the customizations are capable of correctly
processing, providing and/or receiving date data within and between the
20th and 21st centuries.
5. Development and support services will be provided from ICI's facilities
in Charlotte, NC and/or Atlanta, GA.
6 IBM will name and market the PM/IQ base integration module as an IBM
ProductManager Solution offering.
7. ICI does not relinquish its right or ability to make the PM/IQ base
integration module available to customers independent of IBM. In the
event ICI contract with a customer to provide this solution independent
of IBM's involvement in the account, ICI will pay IBM a one time
services fee of $5,000 per customer. For the purpose of this item 7,
"customer" shall mean an entity and its majority owned subsidiaries.
8. Extensions or enhancements to the PM/IQ base integration module
generated by customers or IBM that are to become part of the standard
PM/IQ base integration module will be evaluated and developed solely by
ICI as determined by ICI. IBM may satisfy customer unique requirements
resulting in derivative works.
9. IBM, at their discretion, will inform ICI of product plans that may
impact the PM/IQ base integration module including but not limited to
Beta access to future releases. This information will be accepted by
ICI as IBM "Information" under the terms of the Agreement or Exchange
of Confidential Information currently in place between IBM and ICI.
1.3 ICI Responsibilities
1.3.1 Requirements Definition
Description: Develop functional requirements for PM/IQ base integration
module based upon ICI's knowledge of PDM implementations and customer input.
Completion: This task will be complete when the requirements document
has been completed.
Deliverable: Requirements document.
1.3.2 Development of PM/IQ Base Integration Module
Description: Utilizing ProductManager's Application Customization Environment
(ACE), which will be provided free of charge to ICI, generate agreed upon
customizations including screens, application, database and I/O logic. This task
includes unit, function, and system testing of customizations.
Completion: This task will be complete when system test has been
completed.
Deliverable: None.
1.3.3 Packaging of PM/IQ Base Integration Module
Description: Develop installation instructions, system requirements and
dependencies, and customization delivery vehicle.
Completion: This task will be considered complete when all documentation
has been completed.
Deliverable: Appropriate user documentation.
1.3.4 Installation and Demonstration
Description: Install PM/IQ base integration module and a demonstration
version of ItemQuest for the purpose of training. This effort is not to
exceed two days (not including travel) at IBM's Charlotte facility.
Completion: This task will be considered complete at the conclusion of
this 2-day effort.
Deliverable: Installation documentation and appropriate training
material.
1.3.5 Defect Support
Description: Provide on-going defect support for the PM/IQ base
integration module code. Severity level definition for the purpose of
identifying the criticality of defects and the correction response is as
follows:
Severity - 1: Functional defect in the customization code that inhibits
pilot run/production.
Severity - 2: Defects found in customization code which has to be
substituted through workarounds.
Severity - 3: Cosmetic defects found in customization code.
Severity - 4: Trivial problems found in the customization code.
Completion: On-going.
Deliverable: Phone support as described above.
1.3.6 Maintenance and Future Releases
Description: As they become generally available, ICI will provide
maintenance releases and future function releases to IBM.
Completion: On-going.
Deliverable: Extracts for maintenance and future releases.
1.3.7 Marketing Support
Description: Provide the necessary technical and functional product
information as input to the development of a marketing plan and collateral
material.
Completion: On-going.
Deliverable: Technical and functional product documentation which meet
the requirements above.
1.4 IBM Responsibilities
1.4.1 PM/IQ Base Integration Module Sales and Marketing
Description: IBM will sell and market the PM/IQ base integration module
as a solutions offering. Services required for this implementation may be
offered using IBM personnel, ICI personnel, or a third party that has been
approved by ICI.
Completion: On-going.
Deliverable: Marketing plan and collateral material to support sales
efforts.
1.5 Charges
Travel and Living expenses incurred by ICI to support this Statement of Work
will be charged as actuals to IBM. There will be no charge to IBM for the
licensing rights described in this SOW.
