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EXHIBIT 10.13
Agreement No:
Effective Date: JUNE 29, 1999
SOFTWARE LICENSE, SUPPORT, AND
PROFESSIONAL SERVICES AGREEMENT
This Agreement dated as of the effective date noted above (the "Effective Date")
is entered into by and between:
XxXxxxxxXxxxxxx.xxx and Necho Systems Corp.
0000 Xxxxxx Xxxxxxxxx 00 Xxxxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxx, XX 00000 Xxxxxxxxxxx, XX X0X 0X0
(herein after referred to as "Customer") (herein after referred to as "Necho")
Necho agrees to provide, and Customer agrees to purchase, in accordance with the
terms and conditions contained in this Agreement, the license to use the
Licensed Standard Software, Software Maintenance and Support Services, and the
Professional Services outlined in this Agreement.
IN CONSIDERATION of the mutual promises contained herein, Necho and Customer
agree as follows:
1. SUBJECT OF AGREEMENT
The subject matter of this Agreement is: the executable computer program(s)
listed in Schedule "A" attached hereto; the Software Maintenance and Support
Services and; the Professional Services outlined herein. The computer program(s)
will be referred to in this Agreement as "Licensed Standard Software".
2. DEFINITIONS
In this Agreement,
(1) "Affiliate" means, with respect to any entity, any person or other entity
which directly or indirectly controls or is controlled by or is under direct or
indirect common control with such first mentioned entity or any entity which is
directly or indirectly controlled by an entity which controls the first
mentioned entity;
(2) "Support Commencement Date" means the date 90 days after the installation
date;
(3) "Confidential Information" has the meaning set out in Section 13(1);
(4) "Designated Hardware" has the meaning set out in Schedule A:
(5) "Designated Location" has the meaning set out in the attached Schedule A;
(6) "Documentation" means any and all information provided to Customer by Necho
describing the Licensed Standard Software, its operation and matters related to
its use in written material, on magnetic media or communicated by electronic
means;
(7) "Installation Date" means the date specified in Schedule A that the License
Standard Software is scheduled to be delivered to Customer 's designated
location;
(8) "Licensed Standard Software" has the meaning set out in Section 1;
(9) "Maintenance Schedule" has the meaning ascribed to it under Section 10
below;
(10) "Services" means all professional services including, but not limited to,
analysis, design, programming, testing, conversion, implementation, technical
writing, maintenance, support and consulting training services provided by Necho
pursuant to this Agreement;
(11) "Support Fee" means the fee specified in the attached Schedule A;
(12) "Initial Support Term" means the period commencing 90 days from the
Installation date and ending at midnight on the last day of the month of the
12th month thereafter;
(13) "Support Renewal Periods" means the annual 12 month periods for which this
Agreement is renewable, after the Initial Support term;
(14) "Support Services" means the software support services specified in Section
7.
3. LICENSE TO CUSTOMER
(1) Necho hereby grants to Customer a perpetual, non-exclusive and
non-assignable (except as permitted in Sections 18 and 19) license to do each of
the following:
(a) copy the Licensed Standard Software onto memory storage facility
incorporated in the Designated Hardware;
(b) copy onto and use the Licensed Standard Software on any of the central
processing units comprising any part of the Designated Hardware provided that
all portions of the Designated Hardware are located within the geographic
boundaries listed in Schedule A (the "Designated Location") and further provided
that, except by users of devices specifically included in Designated Hardware
and by Clients as provided in Section 19, the Designated Hardware is not capable
of being operated other than through the input devices each of which is directly
connected to the Designated Hardware and is located in the Designated Location;
and
(c) make one copy of the Licensed Standard Software for archival purposes
provided that in so doing no legend, trademark, trade name, or copyright notice
contained in the Licensed Standard Software is deleted.
(2) Customer shall not copy (except as permitted by Section 3(1)), modify,
alter, disassemble, decompile, translate or convert into human readable form, or
reverse engineer, all or any part of the Licensed Standard Software and shall
not use the Licensed Standard Software, or Documentation to develop any
derivative works or any functionally compatible or competitive software.
Customer shall not have the right, and agrees not to copy or reproduce the
Documentation.
(3) The license granted pursuant to this Agreement is restricted to the
Designated Hardware as long as it is located
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in the Designated Location. If the Designated Hardware becomes inoperative,
another item of hardware may be substituted thereof on a temporary basis
provided that Customer gives notice to Necho, as soon as practicable after the
substitution, indicating the identity of the substituted hardware and the date
of the substitution, and the other conditions set out in Section 3(1)(b) are
satisfied; the extension of the license to the substituted hardware shall cease
10 days after the date of substitution unless Necho consents in writing to a
permanent substitution. Necho agrees not to unreasonably withhold or delay such
consent and agrees that such consent shall be without additional fees for
comparable equipment. Necho reserves the right to receive an additional license
fee in conjunction with its consent to a substitution.
(4) Customer may:
(a) offer, for a fee or free of charge, services consisting of the processing of
data through the use of the Licensed Standard Software for the benefit of any
third party;
(b) use the Licensed Standard Software for commercial time sharing, rental or
service bureau use.
(5) Customer may not:
(a) sell, lease, rent, license, sub-license, transfer, market, distribute,
redistribute, or otherwise part with the Licensed Standard Software or
Documentation or any copies of the forgoing, in any manner or in any form not
expressly permitted by this Agreement; or
4. LICENSE FEE AND ACCEPTANCE
(1) Customer shall pay the license fees, as set out in Schedule A. Customer
shall have the right to test the Licensed Standard Software for a period of 5
days after the date on which the media containing the Licensed Standard Software
is delivered to Customer . Prior to the expiry of such 5 day period, Customer
may, by notice to Necho, terminate this Agreement in compliance with Section
14(3)(c).
(2) The fees referred to in this Section 4 do not include any taxes. If Necho is
required to pay sales, use, property, value added, goods and services or other
federal or provincial or local taxes based on or as a result of the license
granted pursuant to this Agreement, or Customer 's use of the Licensed Standard
Software, then such taxes shall be billed to and paid by Customer , but this
provision shall not apply to taxes based on Necho 's net income.
(3) Customer may from time to time subsequent to the Effective Date of this
agreement license additional software modules from Necho at the then current
license fees in effect as set out in superseding Schedule(s) A signed by both
parties.
(4) The Schedules to this agreement together with any Statement of Work(s) shall
set forth the detail of any deliverables including submission, review, and
acceptance thereof or if not so specified, Customer shall within thirty (30)
days of the installation and/or receipt of such deliverables, advise Necho of
Customer 's acceptance or rejection of such deliverables. Any rejection shall
specify the nature and scope of the deficiencies in such deliverable. Necho
shall, upon receipt of such a notice of rejection, act diligently to correct
such deficiencies. The failure of Customer to provide such a notice of rejection
within such period shall constitute acceptance by Customer of said deliverable.
5. TITLE TO THE NECHO SOFTWARE
Customer acknowledges that its rights pursuant to this Agreement do not extend
beyond the license granted pursuant to Section 3(1) and that it will not acquire
any intellectual property rights including patent, copyright or rights to trade
secrets in the Licensed Standard Software and Documentation. Customer agrees
that it will not, at any time during or after the termination of this Agreement,
contest or challenge Necho 's exclusive ownership of, or interest in the
intellectual property rights in the Licensed Standard Software, or
Documentation. Title to the medium containing the Licensed Standard Software
delivered to Customer shall remain with Necho.
6. SUPPORT CHARGES AND TERMS OF PAYMENT
(1) Customer agrees to pay annually the Support Fee set out in the attached
Schedule A. Customer may from time to time, subsequent to the effective date of
this agreement license additional modules with corresponding respective annual
support Fees then in effect as set out in superseding Schedule(s) A. signed by
both parties. Necho has the right to increase or decrease Support Fees for
Support Renewal Periods by giving notice to Customer thirty (30) days before the
end of the Initial Support Term or any Support Renewal Period.
(2) The Support Fee for the Initial Support Term is due and payable by Customer
to Necho on or before the Support Commencement Date. Thereafter, the Support Fee
for each Support Renewal Period is due thirty (30) days after receipt of invoice
by Customer or on or before the commencement of the respective Support Renewal
Period whichever is the later as long as this Agreement remains in force.
7. SUPPORT SERVICES
(1) Necho shall provide Software Support for the purpose of correcting errors or
defects in the Licensed Standard Software as originally delivered to Customer
and as subsequently modified by Necho or as updated by Necho . "Errors or
defects" in the software shall mean failure of the Licensed Standard Software to
operate in substantial conformity and function in accordance with the applicable
Documentation and/or Specifications.
(2) Customer shall report any errors or defects to the Necho designated facility
staff at Necho 's designated facility during Necho 's regular business hours
defined herein.
(3) Necho shall respond to Customer 's reported errors or defects within
twenty-four (24) hours and seek to identify the cause of the reported error or
defect and, if the reported error or defect is determined by Necho to result
from an error or defect in the software, Necho shall use commercially reasonable
efforts to correct such reported errors or defects by implementing valid
programming changes or providing valid operational instructions to Customer
within thirty (30) days of Customer 's report. If Necho is unable to resolve the
reported error or defect in accordance with the above, then Customer may, at
Customer's sole option, i) allow Necho to immediately consult with Customer to
formulate a mutually agreeable strategy and schedule to correct the error or
defect or ii) terminate the Support Services provided by this section 7 upon
written notice to Necho. If Customer elects to terminate the Support Services,
Necho shall immediately refund to Customer any unused portion of Support Fees
paid pursuant to Section 6.
(4) The Support Services to be provided under this Agreement
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shall be performed during regular business hours and shall consist exclusively
of the Hot Line support, correction of critical programming errors and provision
of the maintenance releases described in Section 10. Regular business hours are
8:30 a.m. to 5:00 p.m. (local time), Monday through Friday, but do not include
statutory holidays, notwithstanding the fact that Customer may not observe such
holidays.
8. HOT LINE SUPPORT
(1) Necho will supply hot line telephone support ("Hot Line Support") from its
office to up to four (4) employees (two primary and two as backup) appointed by
Customer to request advice under this Section for the Licensed Standard
Software. Hot Line Support will be provided only in respect of the use of the
Licensed Standard Software at the Designated Location.
(2) Necho shall be under no obligation to provide Hot Line Support in respect of
the use of the Licensed Standard Software at any location other than the
Designated Location even if the Agreement permits use of the Licensed Standard
Software for the designated server at such location.
(3) Hot Line Support will consist in Necho (i) using reasonable efforts to
explain functions and features of the Licensed Standard Software, (ii)
clarifying any Support Materials relating to the Licensed Standard Software, and
(iii) guiding Customer in the operation of the Licensed Standard Software. Hot
Line Support is to be used by Customer only for resolving problems with the
Licensed Standard Software experienced by Customer , and not for educating or
training Customer 's employees in the general use of the Licensed Standard
Software.
9. CORRECTION OF CRITICAL PROGRAMMING & OPERATING ERRORS
Necho will use reasonable efforts to correct programming errors in the Licensed
Standard Software that materially and adversely affect the operation of the
Licensed Standard Software on the condition that (i) the programming error
occurs with the proper use of Licensed Standard Software by Customer in
accordance with Documentation provided to Customer by Necho , (ii) Customer
notifies Necho of the programming errors and describes with specificity the
nature of the suspected errors and the circumstances in which they occur, (iii)
Customer has not committed a substantial breach which is continuing of any of
the material terms of this Agreement, (iv) neither Customer nor any third person
has made changes, additions to, or modified the Licensed Standard Software
unless approved by Necho, and (v) neither Customer nor any third person has
updated associated database tables other than through Necho supplied software
solutions.
10. MAINTENANCE RELEASES
Necho may from time to time ("Maintenance Schedule") release updated versions
("Maintenance Releases") of the Licensed Standard Software which may correct
program and logic errors, and may from time to time release a revised revision
("New Release") which contains operational improvements and/or enhancements to
the functional capabilities of the Licensed Standard Software. As part of the
services delivered pursuant to this Agreement, Necho will make available to
Customer each Maintenance Release. Necho shall not be obligated to install any
Release on the Designated Hardware. Delivery of a Release to Customer shall be
deemed to have occurred if one copy of the Release is sent by mail or courier,
or is hand delivered to a Designated Location even if Customer is licensed to
use the Licensed Standard Software at more than one Designated Location. Major
new functionality taking the form of separately licensed new modules made
available as part of a New Release will be made available to Customer on terms
and at additional license fees generally applicable to sales made by Necho to
third parties in the same or similar circumstances. Necho may in its absolute
discretion classify new functionality as separately licensed new module(s)
without regard for the extent to which any associated Release contains
corrections of programming errors and other minor enhancements.
Each Maintenance Release and any New Release (collectively a "Release") will
replace or supersede the versions of the Licensed Standard Software then being
used by the Licensee. For a period of six (6) months following the date, in the
case of a Maintenance Release, on which it is delivered to Customer and, in the
case of a New Release, on which it becomes publicly available, Necho agrees to
provide maintenance services pursuant to this Agreement in respect of the
Release, as well as the two (2) next most recent previous versions. Thereafter,
Necho will provide maintenance services only to the Release and the next most
previous version. For greater certainty, if Necho 's obligations for support are
extinguished through the operation of this Section 10, Customer shall not be
entitled to a refund of any fees for the unexpired portion of any period
referred to in Section 6.
11. EXCLUSIONS
For greater certainty, the Support Services do not include any of the following
(i) modifications or enhancements to the Licensed Standard Software other than
those made under Section 10 or otherwise by Necho, (ii) user education and
training, (iii) implementation or installation assistance, (iv) consultation for
new programs, third party software, or equipment, (v) correction of problems,
and assistance regarding problems caused by operator errors (such as entering of
incorrect data, not following recommended procedures and keeping inadequate
backup copies), (vi) hardware problems with the Designated Hardware, (vii)
correction of errors attributable to software other than the Licensed Standard
Software, and (viii) any custom application to application interface software
developed for Customer.
12. PERSONAL ATTENDANCE
Necho shall determine, in its sole discretion, whether it is necessary for its
staff to attend personally at the Designated Location to perform any of the
Support Services. If Customer requests that Necho's staff attend personally at
the Designated Location and Necho does so attend, Customer shall pay Necho's
hourly rates and related out-of-pocket costs then in effect for this service.
Customer shall provide Necho with full access to the Designated Location to
enable it to perform Support Services.
13. CONFIDENTIAL OBLIGATIONS OF CUSTOMER
(1) Customer acknowledges that the Licensed Standard Software and the
Documentation and all information relating to the Licensed Standard Software and
the Documentation, including, without limitation, the financial terms of this
Agreement, constitute valuable confidential information of Necho. Necho
acknowledges that Necho will have access to
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information and materials about the business, products, programming techniques,
experimental work, customers, clients and suppliers of Customer, and that all
such knowledge, information and materials acquired by Necho under this Agreement
are and will be the confidential and proprietary information of Customer. (All
such information in this Section 13 collectively the "Confidential
Information"). Necho and Customer therefore:
(a) will take reasonable steps (including those steps that Necho and Customer
each takes to protect its own information that it regards as confidential) to
keep the Confidential Information confidential;
(b) will not disclose or otherwise make available the Confidential Information
to any third party except to such directors, officers, employees, contractors,
agents and Clients (as defined in Section 19) of Necho and Customer who have a
need to have access to the Confidential Information to perform their obligations
to the other, as applicable; and
(c) will provide instructions to Necho's and Customer's directors, officers,
employees, contractors, agents and Clients having access to Confidential
Information requiring them to comply with Necho's and Customer 's obligations
referred to in (a) and (b) of this Section 13 (1), and to use the Confidential
Information only in conjunction with the uses expressly permitted in this
Agreement. Any failure on the part of any of them to comply with such
instructions will be deemed to be a breach of this Section 13 by Necho or
Customer, as applicable.
(2) This Section will not apply to Confidential Information that:
(a) is in the public domain other than as a consequence of a breach of the
obligations contained in this Agreement to maintain the confidentiality of such
Confidential Information;
(b) is known by Customer prior to its disclosure by Necho or is independently
developed by Customer without breach of the obligations contained in this
Agreement; or
(c) has been received by Customer from a third party who is not subject to
obligations similar to the obligations contained in this Agreement.
(3) Customer may make disclosure of Confidential Information in conjunction with
a bona fide proposal to make an assignment pursuant to Section 17 provided that
the proposed assignee meets the requirements of Section 17(1)(d) and has entered
into an agreement referred to in Section 17(1)(c).
(4) In the event that any of Customer or any other person referred to in Section
13(1)(b) to whom the Confidential Information is provided as permitted by this
Agreement receives notice indicating that it may or will be legally compelled to
disclose any of the Confidential Information, it will provide Necho with prompt
notice so that Necho may at Necho's sole discretion seek a protective order or
other appropriate remedy and/or waive compliance with the provisions of this
Agreement.
(5)The foregoing agreements and covenants set forth in this Section 13 will be
construed as being an agreement independent of any other provisions in this
Agreement. The existence of any claim or cause of action of Customer against
Necho , whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by Necho of any of the covenants and agreements of
this Section 13. Customer acknowledges that its failure to comply with the
provisions of this Section 13 will cause irreparable harm to Necho which cannot
be adequately compensated for in damages, and accordingly acknowledges that
Necho will may be entitled, in addition to any other remedies available to it,
to interlocutory and permanent injunction relief to restrain any anticipated,
present or continuing breach of this Agreement or any proprietary rights in the
Licensed Standard Software or the Documentation.
14. TERM AND TERMINATION
(1) Subject to the provisions of this Section 14, the term of this Agreement
shall commence on the Effective date above written and will continue until
terminated pursuant to Section 4 or this Section 14.
(2) Necho may terminate this Agreement by notice in writing to Customer if:
(a) Customer 's use of the Licensed Standard Software exceeds the scope of the
license conferred by Section 3;
(b) Customer or any of its Affiliates commences to or carries on a business
which includes the development of computer systems or software, whether or not
developed by it, which is capable of use in the expense reporting automation
industry.
(3) Necho or Customer may terminate this Agreement by notice in writing to the
other party if the other party:
(a) breaches any material term of this Agreement;
(b) makes any attempt to assign, sub-license, or otherwise transfer any of its
rights under this Agreement other than as permitted by Section 18; or
(4) Upon the termination of this Agreement:
(a) Necho's and Customer 's obligations under Section 13 shall survive the
termination;
(b) Customer 's rights under Section 3(1) shall immediately cease,
(c) Customer shall:
(i) return to Necho all copies of and media bearing the Licensed Standard
Software and Documentation;
(ii) erase any copy of the Licensed Standard Software copied onto the Designated
Computer for installation purposes;
(iii) erase all backup and archival copies of the Licensed Standard Software;
and
(iv) certify in writing to Necho within thirty (30) days of the termination of
this Agreement that all copies of the Licensed Standard Software and
Documentation have been returned to Necho or have been erased.
(d) Termination of this Agreement shall not limit either party from pursuing any
other remedies available to it, including injunctive relief, nor shall such
termination relieve Customer from its obligation to pay fees accrued prior to
the termination.
15. REPRESENTATIONS AND WARRANTIES OF NECHO
(1) LICENSED STANDARD SOFTWARE - NECHO WARRANTS THE LICENSED STANDARD SOFTWARE,
DURING THE WARRANTY PERIOD, AGAINST DEFECTS IN WORKMANSHIP AND AGAINST FAILURE
OF OPERATION FROM ORDINARY USE. IN ADDITION, NECHO WARRANTS THAT THE LICENSED
STANDARD SOFTWARE WILL BE IN FULL CONFORMITY AND FUNCTION IN ACCORDANCE WITH ALL
ASSOCIATED DOCUMENTATION RELATED THERETO. IF DURING THE WARRANTY PERIOD, THE
LICENSED STANDARD SOFTWARE DOES NOT PERFORM AS WARRANTED, NECHO SHALL UNDERTAKE
TO CORRECT THE LICENSED STANDARD SOFTWARE OR REPLACE SUCH LICENSED STANDARD
SOFTWARE FREE OF CHARGE TO CUSTOMER , OR IF NEITHER OF THE FOREGOING IS
COMMERCIALLY PRACTICABLE, TERMINATE THIS AGREEMENT AND REFUND TO
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CUSTOMER THE LICENSE FEE.
(2) NECHO MAKES NO WARRANTIES WHATSOEVER, BEYOND THAT NOTED ABOVE, EXPRESS OR
IMPLIED, WITH RESPECT TO THE LICENSED STANDARD SOFTWARE AND THE DOCUMENTATION.
NECHO DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED STANDARD SOFTWARE AND THE
DOCUMENTATION.
(3) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OTHER SECTIONS OF THIS AGREEMENT
OUTSIDE THIS SECTION 15 OR ANY STATUTE OR RULE OF LAW TO THE CONTRARY, SUBJECT
TO SECTION 14(4), NECHO'S CUMULATIVE LIABILITY, FOR ALL CLAIMS ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY, INCLUDING,
WITHOUT LIMITATION, FROM OR IN CONNECTION WITH THE LICENSE, USE OR IMPROPER
FUNCTIONING OF THE LICENSED STANDARD SOFTWARE SHALL NOT EXCEED THE AGGREGATE
AMOUNT OF THE FEES PAID BY CUSTOMER PURSUANT TO SECTION 4 OF THIS AGREEMENT.
LIMITATIONS IN THIS SECTION 15 TO NECHO'S LIABILITY SHALL NOT APPLY TO MATTERS
INVOLVING PERSONAL INJURY, PROPERTY DAMAGE, GROSS NEGLIGENCE, OR WILLFUL
MISCONDUCT BY OR ON BEHALF OF NECHO OR TO MATTERS COVERED IN SECTION 16.
(4) NECHO WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES
OF CUSTOMER OR OF ANY THIRD PARTY CLAIMED AGAINST CUSTOMER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, OR FAILURE TO REALIZE
EXPECTED SAVINGS, HOWEVER DERIVED.
(5) CUSTOMER WILL INDEMNIFY NECHO AND HOLD NECHO HARMLESS FOR AND AGAINST ANY
AND ALL CLAIMS WHICH A THIRD PARTY MAY ASSERT AGAINST NECHO BY REASON OF OR AS A
CONSEQUENCE OF CUSTOMER 'S USE OF THE LICENSED STANDARD SOFTWARE AND/OR THE
DOCUMENTATION.
(6) THIS SECTION 15 APPLIES REGARDLESS OF THE BASIS ON WHICH CUSTOMER IS
ENTITLED TO CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT OR TORT, EVEN
IF THE DAMAGES ARE CAUSED BY BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION,
FUNDAMENTAL BREACH), OR BY THE NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT
MISREPRESENTATION OR OTHER FAULT OF NECHO, AND EVEN IF NECHO HAS BEEN ADVISED OF
THE POSSIBILITY OF THESE DAMAGES.
16. YEAR 2000 COMPLIANCE
Necho represents and warrants that the Software is and shall remain Year 2000
performance compliant and thus is designed to and shall be able to accurately
process date data (including but not limited to, calculating, comparing and
sequencing) from, into and between the twentieth and twenty-first centuries,
including leap year calculations and (i) shall properly calculate, display,
enter, store, manipulate and otherwise include symbols, numbers and words that
represent dates, including dates prior to, during and after the year 2000, in
all computations, reports and displays involving dates; (ii) shall resolve any
ambiguities as to century date data in input and output without experiencing an
abnormal execution or endless loop, generating incorrect values or invalid
results, or otherwise fail to perform those functions set forth in the
Documentation; and (iii) all date-related user and data interface
functionalities, and all date-related data fields, generated by or embodied in
the Software shall include an indication of century. Necho shall promptly
correct, at its sole expense, any failures under this Year 0000 Xxxxxxxx and in
the event of such failure, at Customer's written request, Necho shall assist
Customer in testing the Software's compliance with the Year 2000 Warranty.
Notwithstanding anything to the contrary herein, this Year 2000 Warranty shall
become null and void in the event the Software is changed or altered in any way
pertaining to the functions that are covered by this Year 0000 Xxxxxxxx by
anyone other than Necho.
17. PROPRIETARY RIGHT INFRINGEMENT
(1) Necho will indemnify Customer and Customer's directors, officers, employees,
contractors and agents and save them harmless for and against any and all costs,
losses, damages, legal costs and expenses, liability, claims and demands
incurred by or made against Customer alleging that the use of the Licensed
Standard Software by Customer in accordance with the terms of this Agreement
infringes or otherwise breaches the copyright, trade secret, or other
intellectual property, of any third party, provided that Customer gives Necho
prompt notice of, and reasonable assistance in defending, any claim to which
this Section applies, and provided further that Necho will have sole authority
to defend and contest or settle any claim to which this Section applies. Necho
will have no liability under this Section for, and Customer will indemnify and
save Necho harmless for and against any and all costs, losses, damages, legal
costs and expenses, liability, claims and demands incurred by or made against
Necho in connection with, any such claim and any claim for breach of patent
rights which is based upon Customer's use of the Licensed Standard Software (i)
in connection with any other than Designated Hardware and substitutions thereof,
software or services not provided by Necho, or (ii) in any manner which is not
authorized by this Agreement. If any of the Licensed Standard Software becomes,
or in Necho's judgment is likely to become, the subject of a claim that
infringes a proprietary right or if Xxxxx xxxxxxx a claim of infringement, Necho
may at its sole option, discretion and expense:
(a) obtain for Customer the right to continue using the Licensed Standard
Software; or
(b) replace or modify the Licensed Standard Software to make it non-infringing
so long as the replacement or modification is substantially similar to the
Licensed Standard Software; or
(c) terminate the Agreement and refund to Customer the License Fee paid pursuant
to Section 4 and any unused portion of the Support Fees paid pursuant to Section
6.
(2) This Section states the entire liability of Necho and the exclusive remedy
of Customer with respect to any claim of infringement, including, copyright or
trade secret infringement.
18. ASSIGNMENT
(1) Subject to the following, neither party may assign its rights or delegate
its obligations under this Agreement without the prior written consent of the
other party, and such consent shall not be unreasonably withheld, except
however, either party may assign its rights and obligations under this Agreement
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to a parent, subsidiary or entity under common ownership with that party, or in
the event of merger or sale of a business unit or a majority stock ownership,
without consent of the other party; provided that:
(a) the assuming party agrees in writing to assume the assigning party's
obligations under this Agreement; and
(b) the assigning party shall provide the other party with prompt written notice
of such assignment
(2) Any attempt or any purported act or attempted act to do any of the things
prohibited by this Section 18 shall be null and void.
(3) In no event shall there be an assignment to a competitor of Necho.
(4) This Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.
19. SUBLICENSE
(1) Subject to the following, Necho authorizes Customer to grant to its third
party customers ("Clients") a nonexclusive, nontransferable, limited sublicense
to install, access and use, in the Designated Location, the Licensed Standard
Software for each such Client's internal data processing use ("Sublicense").
Each Sublicense shall be for a specific number of log-in/User ID's which are
included in the total number of Users, as defined in Schedule A.
(a) The use of the Licensed Standard Software by Clients is subject to the same
restrictions imposed upon Customer by this Agreement. Customer and Client will
enter into an agreement containing terms consistent with Customer's
confidentiality obligations hereunder.
(b) Customer is responsible for providing all technical support, training and
consultation to its Clients.
(c) Customer shall use commercially reasonable efforts to prevent any
sublicensing of the Licensed Standard Software to a competitor of Necho.
20. HEADINGS
The inclusion of headings in this Agreement is for convenience of reference only
and shall not affect its construction or interpretation.
21. ENTIRE AGREEMENT
This Agreement and any related schedule(s), addendum (addenda), and/or
statement(s) of work signed by both parties and attached hereto constitute the
entire agreement between the parties pertaining to the subject matter hereof.
There are no warranties, conditions, or representations (including any that may
be implied by statute) and there are no agreements in connection with such
subject matter except as specifically set forth or referred to in this
Agreement. No reliance is placed on any warranty, representation, opinion,
advice or assertion of fact made by any party hereto or its directors, officers,
employees or agents, to any other party hereto or its directors, officers,
employees or agents, except to the extent that the same has been reduced to
writing and included as a term of this Agreement. Accordingly, there shall be no
liability, either in tort or in contract, assessed in relation to any such
warranty, representation, opinion, advice or assertion of fact, except to the
extent aforesaid.
22. WAIVER, AMENDMENT
Except as expressly provided in this Agreement, no amendment or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any provision of this Agreement shall constitute a waiver
of any other provision nor shall any waiver of any provision of this Agreement
constitute a continuing waiver unless otherwise expressly provided.
23. FORCE MAJEURE
(1) an event which is caused, directly or indirectly, by fire, flood,
earthquake, element of nature or acts of God; acts of war, terrorism, rebellions
or revolutions in Canada or the United States of America, riots, civil disorders
or disobedience, acts of vandalism or other unlawful acts; or any other similar
cause beyond the reasonable control of a party and for the purposes of this
definition "any other similar cause beyond the reasonable control of such party"
shall be interpreted ejusdem generis;
(2) if, by reason of Force Majeure, either party hereto (the "Frustrated Party")
is delayed or unable, in whole or in part, to perform or comply with any
obligation or condition of this Agreement, then it will be relieved of liability
and will suffer no prejudice for failing to perform or comply or for delaying
such performance or compliance during the continuance and the extent of the
inability so caused from and after the happening of the event of Force Majeure,
provided that it gives to the other party prompt notice of such inability and
reasonably full particulars of the cause thereof. If notice is not promptly
given, then the Frustrated Party will only be relieved from performance or
compliance from and after the giving of such notice. The Frustrated Party will
use its best efforts to remedy the situation and remove, so far as possible with
reasonable dispatch, the cause of its inability to perform or comply, provided,
however, that settlement of strikes, lockouts and other industrial disputes
shall be within the discretion of the Frustrated Party. The Frustrated Party
will give prompt notice of the cessation of Force Majeure.
24. CUSTOMER RESPONSIBILITIES
Necho's obligations pursuant to this Agreement are subject to Customer 's
obligation to:
(1) Notify Necho promptly of Licensed Standard Software problems.
(2) Allow Necho reasonable access to all Designated Location and communication
facilities under control of Customer and provide Necho reasonable work space and
storage and other normal and customary facilities.
(3) Provide the same standard of care for Licensed Standard Software and/or
Documentation that it applies to its own products or data of like value to its
business and, at Customer's sole option, either return any defective Licensed
Standard Software and/or Documentation or attest in writing to the destruction
of same.
25. RELOCATION OF DESIGNATED HARDWARE
Customer shall notify Necho in writing 30 days prior to moving the Designated
Hardware as to its intended new location outside the Designated Location. Necho
shall be under no obligation to provide any services under this Agreement during
or as a result of such relocation.
26. SEVERABILITY
If any provisions of this Agreement shall for any reason be held illegal or
unenforceable, such provision shall be deemed
7
Page 7 of 7
separable from the remaining provisions of this Agreement and shall in no way
affect or impair the validity or the enforceability of the remaining provisions
of this Agreement.
27. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
28. LANGUAGE
The parties have requested that this Agreement and all communications and
documents relating hereto be expressed in the English language. Les parties ont
exige que la presente convention ainsi que tous documents s'y rattachant soient
rediges dans la langue anglaise.
29. NOTICES
Any notice or other communication required or permitted to be given pursuant to
or in connection with this Agreement shall be in writing and shall be given by
hand-delivery, by commercial overnight delivery service, or by mail, postage
prepaid, for delivery as registered or certified mail addressed, return receipt
requested as hereinafter provided. Any such notice or other communication, shall
be deemed to have been received at the time it is delivered to the address noted
above for each of the respective parties to an individual at such address having
apparent authority to accept deliveries on behalf of the addressee or seven (7)
days following deposit in the United States or Canadian mail, whichever is first
to occur. Notice of change of address shall also be governed by this section.
30. TIME OF ESSENCE
Time is of the essence of this Agreement.
31. COUNTERPARTS
This Agreement may be signed in counterparts and each of such counterparts shall
constitute an original document and such counterparts, taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, Customer and Necho hereby have duly executed this Agreement
as of the date written below.
ACCEPTED BY: CUSTOMER ACCEPTED BY: NECHO
Authorized _________________________ Authorized _____________________________
Signature: _________________________ Signature: _____________________________
Name: ______________________________ Name: __________________________________
Title: _____________________________ Title: _________________________________
Date: ______________________________ Date: __________________________________
8
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A - FINANCIAL TERMS AND CONDITIONS FOR RESOURCE PHOENIX
Necho is pleased to provide this quotation for the implementation of its
NAVIGATER solution at RESOURCE PHOENIX (RESOURCE PHOENIX). The NavigatER `Core'
Software and Recommended Optional Modules and Landing Pads listed on this
Schedule A collectively comprise the "Licensed Standard Software".
SOFTWARE LICENSE FEES FOR T&E PROCESSING - FOR UP TO 1000 USERS
Resource Phoenix will be able to add users in blocks of 1000 at an increasingly
discounted rate. Please refer to section A-2.
NAVIGATER `CORE' SOFTWARE LICENSE FEE
Please refer to Schedule A-2 for a description of NavigatER's Core
Software. $ *
o Core End-User functionality
o Application Administration module - AdministratER
LICENSE FEES FOR RECOMMENDED OPTIONAL MODULES AND LANDING PADS
Please refer to Schedule A-2 for a description of the following NavigatER
modules:
o Corporate Card Management Module $ *
o Off-line Module $ *
o Cash Advance Module $ *
o Shared Services Module $ *
o Payment Export Landing Pad $ *
o FMS (GL) Export Landing Pad $ *
o Paid Notification Export Landing Pad $ *
o T&E Charge Card Import Landing Pad $ *
o Financial Code Import Data Landing Pad $ *
o Advanced e-mail notification Export Landing Pad $ *
-----------
TOTAL STANDARD NAVIGATER LICENSE FEES $ *
INITIAL LICENSE DISCOUNTS
o Resource Phoenix will receive a 35% discount as
part of Necho's VAR program $(*)
-----------
DISCOUNTED SOFTWARE LICENSE FEE $ *
-----------
o Necho will initially assume 50% of the financial
risk. A portion of this revenue is recaptured in the
future license upgrade for additional users. Please
see "Software license Scope" $(*)
-----------
INITIAL SOFTWARE LICENSE FEE FOR RESOURCE PHOENIX $ *
===========
o *% of this is due upon contract signature ($*). The remainder is
due in equal payments over the following 6 month period (6 payments @
$*).
OPTIONAL MODULES AND LANDING PADS NOT INITIALLY LICENSED
o FAR Module
o HR Import Landing Pad
o Approval Chain Import Landing Pad
ANNUAL SOFTWARE SUPPORT FEES
Services as outlined within SCHEDULE A-1 attached. First 90 *% of Standard
days after software installation included in license fees. License Fees
THIS REPRESENT A *% DISCOUNT FROM NECHO'S STANDARD SUPPORT
FEES AND ASSUMES RESOURCE PHOENIX WILL PROVIDE FRONT LINE
SUPPORT TO THEIR CLIENTS.
ESTIMATED IMPLEMENTATION SERVICE FEES
Please refer to the following page for a list of recommended ESTIMATED AT
implementation services. A detailed description of all $ *
services can be found in Schedule A-1.
*Confidential treatment requested.
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9
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A-2 (CONTINUED)
PROFESSIONAL SERVICES
Necho provides comprehensive support for the successful implementation of
NavigatER, including training and system set up guidance, such as: financial
coding set up; employee information capture; set-up system administration;
report customization and development; and system interface/integration.
ESTIMATED* INSTALLATION, SETUP, AND TRAINING REQUIREMENTS (see Schedule A-2)
-------------------------------------------------------------------------------
For a complete list of Professional Services offered by Necho, please refer
to Schedule A-2. Based on the information provided to Necho, Resource
Phoenix's needs are ESTIMATED to be the following:
o TWO DAYS of on-site pre-installation planning and consulting $ *
o TWO DAYS of installation services $ *
o ONE Application Administrator training class (one day program for up to 5 people) $ *
o FIVE DAYS of on-site System Set Up/Implementation $ *
o TWO DAYS of off-site System Set Up/Implementation $ *
o ONE "TRAIN THE TRAINER" class (one day program for up to 10 people) $ *
o ONE DAY of NavigatER Ad hoc Information Reporting Guidance on Crystal Reports $ *
o NECHO'S STANDARD INFORMATION REPORTING PACKAGE $ *
o LANDING PAD MAPPING Please refer to section
A-2, II (Page 5)
------------------------------------------------------------------------------------------------------
TOTAL ESTIMATED IMPLEMENTATION FEES $ *
------------------------------------------------------------------------------------------------------
RESOURCE PHOENIX WILL RECEIVE A *% DISCOUNT ON NECHO PROFESSIONAL SERVICES RATES *
------------------------------------------------------------------------------------------------------
DISCOUNTED IMPLEMENTATION FEES $ *
* Professional services quoted are estimates only and are invoiced based
on actual time spent for all consulting services provided on-site,
services provided remotely by telephone and preparation time. During
the course of providing services, Necho will discuss any expected
variances (from this estimate) in advance prior to proceeding with
additional work.
"Out-of-pocket" travel, lodging, and other out-of-pocket business
expenses incurred by Necho during the course of providing
Installation, Implementation and Professional Services are billed to
clients at cost.
SOFTWARE LICENSE SCOPE
The Software License is a license for Resource Phoenix for its operations
worldwide (the "Designated Location") for use on as many servers as
ReSource in its sole determination deems advisable ("Designated Hardware").
The license has been established based on information provided to Necho by
Resource Phoenix, identifying (a) the expected number of total "Users"
(individual log-in/User ID's within the NavigatER database) as less than or
equal to 1000 Users.
Additional users can be added in blocks of 1000 User ID's per the following
schedule. Use fees may be paid over a 12-month period to enable Resource
Phoenix to pre-sell each block
o Block 1 $ *
o Block 2 $ *
o All additional Blocks $ *
A deposit of ($*) is to be paid upon signing of the Software License,
Support, and Professional Services Agreement. The balance of License Fees
and First Year's Annual Software Support Fees are to be paid in equal
installments during the following six-month period. The first year of
maintenance covers the 12 months following the 3-month warranty period.
Installation, Set-up, and Training Fees are to be agreed with Resource
Phoenix in advance and billed monthly as incurred.
The fees and prices outlined in this quotation exclude sales taxes. Fees
quoted are quoted in US dollars. This pricing quotation is strictly
confidential and is subject to the confidentiality restrictions identified
on the cover of this proposal.
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* Confidential treatment requested.
10
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A-1 - SOFTWARE AND SERVICES DESCRIPTION
Necho's software solutions are unbundled by module to allow Resource Phoenix to
select only the functionality that benefits its unique environment.
NavigatER's `CORE' SOFTWARE LICENSE includes, but is not limited to, executable
software delivering the following functionality:
- SubmitER: to create, verify and submit expense - On-line travel policies
reports
- ApprovER: on-line approval of expense reports) - NavigatER database for reporting
- AdministratER: application administration tools - Receipt Tracking module
- Automated VAT and Foreign Exchange Management - On-line expense report event log/audit trail
- Audit Module
NavigatER MODULES
- CORPORATE CARD MANAGEMENT MODULE: to verify, reconcile and easily
import Corporate Charge Card transactions into expense reports and
facilitate reconciliation. This module supports all forms of billing
and payment (i.e., individual cards, centrally paid; centrally billed
& paid, individually billed & paid; etc.). RESOURCE PHOENIX'S
Corporate Charge Card company must provide the electronic download of
credit card data and charges posted, but not billed, in RESOURCE
PHOENIX's REQUESTED FORMAT.
- OFF-LINE MODULE: to allow travelers to access NavigatER functionality
in a disconnected/off-line mode (on a plane for example) in addition
to the traditional on-line mode. NavigatER's off-line interface is
exactly the same interface as used on-line. In addition, NavigatER's
off-line supports full validation of expense transactions against
policies at the point of entry.
- SHARED SERVICES MODULE: to enter and submit expense reports on behalf
of other users. This allows Resource Phoenix to (1) quickly deploy
NavigatER and reap the benefits of automation, and (2) to capture
expense information even for users not directly using NavigatER, for
instance: senior management, infrequent travelers, users without PCs
or PC skills, etc.
- CASH ADVANCE MODULE: to enter and submit cash advance requests and
deduct cash advances received from expense reports.
- FAR (PER DIEM) MODULE: to meet the per diem requirements of Government
agencies and Government contractors.
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11
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A-1 (CONTINUED)
NAVIGATER'S IMPORT/EXPORT DATA LANDING PADS
The following Electronic Data Landing Pads accelerate and facilitate the
implementation of interfaces between NavigatER and RESOURCE PHOENIX
internal and external business systems.
o FMS G/L EXPORT DATA LANDING PAD: to post to the G/L system with any
level of detail.
o T&E CORPORATE CARD IMPORT LANDING PAD: to import Corporate Card
transactions.
o PAYMENT EXPORT DATA LANDING PAD: to electronically pass reimbursements
data to Resource Phoenix's direct bank deposit; payroll and/or
accounts payable systems.
o FINANCIAL CODE IMPORT DATA LANDING PAD: to electronically up-date
NavigatER for new/deleted codes.
o HR IMPORT DATA LANDING PAD: to electronically up-load HR system data.
o APPROVAL CHAIN IMPORT LANDING PAD
o PAID NOTIFICATION IMPORT LANDING PAD
o ADVANCED E-MAIL NOTIFICATION EXPORT LANDING PAD
INSTALLATION
Installation of the NavigatER application software is included on Resource
Phoenix's client/server hardware via one fixed client site and one nomadic
client site. Necho requires Resource Phoenix's server to be established
with the applicable database engine and operating system, network
connectivity and MAPI compliant e-mail gateway configured to support the
NavigatER software application.
TECHNICAL PLATFORM
Pricing included in this quotation is based on the NavigatER software
running on an Windows NT server using an Oracle database. Additional
pricing would apply for running another database package on other Operating
Systems.
WARRANTY
Necho provides a full 90 day warranty from the date of Software
installation included within the Software License, Support, and
Professional Services Agreement. During this period, Necho will rectify and
correct any deficiency from the functionality, representations and
commitments proposed to Resource Phoenix. All remedies and corrective
actions will utilize Necho's resources at its sole costs.
ANNUAL SOFTWARE MAINTENANCE AND RESOURCE PHOENIX SERVICE SUPPORT
Necho provides comprehensive Resource Phoenix service via the Software
License, Support, and Professional Services Agreement including the
following key elements:
o On-going warranty
o Resource Phoenix service technical Help Desk Hotline, providing
technical and application related assistance
o Documentation updates
o Software modifications updates and minor enhancements per scheduled
releases
o Ongoing availability of assigned Professional Services Consultant ( at
normal per diem rates then in effect )
Software Support fees commence 90 days after software installation, when
the initial 90-day product service warranty coverage is completed. Software
Support is provided at an annual rate of *% (* PERCENT) of the
Standard License fees before discounts and is paid annually in advance.
Please note that support of interface mapping routines is not covered under
this maintenance. Support from Necho of client specific mapping routines
continues on a time and materials basis.
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12
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A-2 - STANDARD IMPLEMENTATION AND PROFESSIONAL SERVICE RATE SCHEDULE
SMARTER LAUNCH PROGRAM
Comprehensive implementation services and support are available at hourly rates
for the successful implementation of Necho products and services including
system set up guidance (financial coding set up, employee information capture,
set-up system administration, etc.), report customization and development,
system interface/integration, and training.
Necho provides a Professional Services Team, lead by a Professional Services
Consultant. The Professional Services Team includes training, technical, and
programming personnel assigned and dedicated to each client, and available at
client premises as required. This team is supported by Necho's senior management
and comprehensive Service and Help Desk.
Please note that solid Project Management is key to the success of NavigatER's
implementation. Necho's experience shows that Project Management should be
performed by Resource Phoenix's staff or on-site consultants - either from
practices already contracted by Resource Phoenix, or from Necho's consulting
partners (Deloitte&Touche, KPMG, etc.).
I. SYSTEM SET-UP & CONSULTING * per hour
--------------------------
Advisory and support services facilitating the implementation of Necho
products and services can include several or all of the following:
a) Pre-installation consulting
b) Implementation coordination
c) Application Administration module set-up assistance/consulting
d) Financial code set up assistance/consulting
e) Systems staff operational and technical guidance
II. LANDING PAD MAPPING AND REFORMATTING
Necho has developed a "Data Landing Pad" technology Hourly Rate:
that reduces interfaces to programming and testing For 1 Interface: *
relatively simple mapping routines that reformat
generic landing pad record formats from and to For 2 Interfaces: *
standard sending and receiving formats of a
client's other applications and systems. This is For 3 Interfaces: *
far less work than alternative full-blown projects
to program, test, and implement end-to-end custom For 4 Interfaces: *
direct application-to-application interfaces.
However, interface integration is a major For 5 Interfaces or
implementation project. Resource Phoenix is more: *
encouraged to dialogue with Necho to understand
the scope of these projects as well as the amount
of resources and skill level needed by Resource
Phoenix's IT staff to successfully integrate
NavigatER to Resource Phoenix's business systems.
Interfaces great vary in complexity. Each interface
may require from 8 to up to 20 person days of Necho
Professional Services time - 14 Days on average. This
time is spent on three sequential activities -
typically over a 3 to 6 week period:
1. 2 to 4 person days for initial consulting associated with functional
and detailed specification preparation
2. 2 to 8 person days to program a mapping routine
3. 4 to 8 person days to install, test, provide remote support, and
monitor the first several cycles of operation.
Alternatively, Resource Phoenix's IT staff may program mapping and
reformatting routines to reduce outside costs. Necho Professional Services
time is typically still required to assist in the completion of items 1 and
3 above - even if Resource Phoenix's IT staff looks after programming
mapping routines.
Resource Phoenix's staff is responsible for providing input and output file
formats and additional business logic requirements (e.g. G/L transaction
consolidation rules). In addition, Resource Phoenix's IT staff is
responsible for file transfer mechanisms to and from other systems, and for
scheduling and running all data upload and download processes.
* Confidential Treatment Requested
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13
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A-2 - (CONTINUED)
Please note that support from Necho of client specific mapping routines
continues on a time and materials basis.
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14
NECHO FINANCIAL QUOTATION AND CONSIDERATIONS
SCHEDULE A-2 (CONTINUED)
III. TRAINING
Powerful on-line help, hard copy user documentation, $ * per day
GUI user friendliness, and optional custom computer
based training (CBT) module significantly reduce the
needs for user training. Available on-site one day
training classes are:
a) Application Administrator Training
b) Train the Trainer (for up to 10 students including generic training
materials)
c) End User Training (two 1/2 day classes per day for up to 20 students
each)
d) Technical and system operations training (for up to 5 individuals)
Optional Computer Based Training (CBT) Module Per quote
customized to the specific needs and to environment $ * to $ *
of each Resource Phoenix: i.e., specific categories,
costs centers, etc.
IV. INFORMATION REPORTING SET-UP/CONSULTING
o Report writing support to assist Resource Phoenix's $ * per hour
reporting tool specialists in building customized
and ad hoc reports - 3rd party Crystal Report
development licenses are available directly from
Seagate Software at approximately $400 per developer.
o Necho has developed 31 Standard Reports using Crystal $ *
Reports to form the initial platform of each Resource
Phoenix's information reporting.
V. BEST PRACTICES CONSULTING
Necho has developed a thorough understanding of all of $ * per day
the processes involved in and related to business (or by project)
expenses administration, accounting and payment
re-engineering. This experience allows us to provide
a sophisticated re-engineering and consulting service
to move clients to their definition of "Best Practice"
for or by project savings and benefits delivery. These
services are provided by Necho's own client consultants
and a comprehensive review program.
VI. SYSTEMS INTEGRATION
Necho offers a depth of technical resources already familiar with business
expense automation. Implementation time and costs are reduced compared to
other alternatives.
o Professional Services Consultant $ * per hour
o Integration Services Consultant $ * per hour
o Business Analyst $ * per hour
o Technical Services Consultant $ * per hour
o Technical Writer $ * per hour
o Senior Programmer/Analyst $ * per hour
o Intermediate Programmer Analyst
ALL PROFESSIONAL SERVICES WORK IS PERFORMED ON A TIME AND MATERIALS BASIS AND IS
INVOICED MONTHLY. TIME BILLED INCLUDES ON-SITE CONSULTING, TELEPHONE CONSULTING
SERVICES AND PREPARATION TIME. TRAVEL, LODGING, LONG DISTANCE TELEPHONE, COURIER
AND OTHER OUT-OF-POCKET BUSINESS EXPENSES INCURRED BY NECHO DURING THE COURSE OF
PROVIDING PROFESSIONAL SERVICES ARE BILLED TO CLIENTS AT COST. A MINIMUM OF 1
DAY/8 HOURS WILL BE BILLED FOR ON-SITE SERVICES.
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*Confidential treatment requested.
15
SCHEDULES SCHEDULES
A, AND A-1 THROUGH A-2 A, AND A-1 THROUGH A-2
ACCEPTED: XXXXXXXXXXXXXXX.XXX ACCEPTED: NECHO SYSTEMS CORP.
Authorized Authorized
Signature: ____________________________ Signature: ____________________________
Name: ____________________________ Name: ____________________________
Xxxxxx: ____________________________ Title: ____________________________
Date: ____________________________ Date: ____________________________
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