INTERNATIONAL [SYMBOL OMITTED] PAPER
PROFESSIONAL SERVICE AGREEMENT
This service agreement sets forth the terms and conditions whereby synergy 2000,
Inc., a provider of contract Programming services and having its principle place
of business at 0000 Xxx Xxxx Xx., Xxxxxxx, XX 00000 ("Contractor"), will provide
professional services to International Paper Company, Decorative Products
division having an office at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
("International Paper").
DESCRIPTION OF WORK
Contractor will perform this agreement by providing to International Paper one
or more experienced technical specialists ("Subcontractor Employee(s)"), to work
on a specific project during the term of this Agreement. Project work will be
described in a work order in the form of schedule A to this agreement ("Work
Order"). The scope of the work to be performed on a project and the
Contractor/Subcontractor assigned to perform such work shall be set forth in the
Work Order. The services shall be performed at the location set forth in the
Work Order, or at such other locations as the parties agree. The Work Orders
shall be made a part of and incorporated in this Agreement upon execution by
both parties. All Work Orders shall include a complete description of all
required labor qualifications/experience levels that Contractor is required to
staff.
When Subcontractor's Employees are working on the premises of International
Paper, such subcontractors shall observe the working hours, working rules, and
holiday policy of International Paper. International Paper will not be charged
for holiday pay for contractor's personnel.
COMPENSATION
International Paper agrees to pay Contractor based on the amounts and schedule
set forth in Schedule "A". Contractor will submit invoices to International
Paper monthly. International Paper shall pay the net amount within thirty (30)
calendar days of the date of its receipt of each monthly invoice. Any payment or
portion thereof made after this thirty (30) day period shall be subject to a
late charge of one and one half percent per month (1.5%) per month, i.e.,
eighteen percent (18%) per annum. International Paper shall also be responsible
for reasonable administrative, legal and court costs incurred by Contractor in
collecting late payments and late payment charges. TRAVEL EXPENSES
In the event that Contractor is requested by International Paper to travel
outside the work areas set forth in the Work Order in connection with the
project. Contractor's out-of-pocket travel expenses (transportation, hotels, and
food) will be reimbursed by International Paper, provided that:
THE EXPENSES ARE IN ACCORDANCE WITH International Paper's
customary practices, reasonable, and adequately documented;
and
air travel shall be by coach or economy class, subject to
availability.
REPLACEMENT OF SUBCONTRACTOR'S EMPLOYEES
It is understood that from time to time, it may become necessary for Contractor
to replace working as a Subcontractor Employee on site at International Paper.
International Paper agrees to allow such removal and replacements, if upon prior
consultation Contractor and International Paper mutually agree that it is in the
best interest of the Contractor and International Paper. It is further
understood that International Paper reserves the right to approve any
replacement individual who will be working on-site at International Paper. Such
approval shall not be unreasonably withheld. Contractor agrees that
International Paper may at any time with cause notify Contractor that it should
immediately remove an on-site individual provided by Contractor.
HIRING OF CONTRACTOR EMPLOYEES
Unless otherwise mutually agreed to by the parties in writing, neither Party
shall knowingly solicit, recruit, hire or otherwise employ or retain any
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employee of the other or employee of a subcontractor of the other directly or
indirectly associated with the Services provided hereunder during the term of
the agreement and for a period of six (6) consecutive months thereafter. The
forgoing provision shall not restrict in any way the right of either party from
hiring an employee of the other who answers any advertisement or who otherwise
voluntarily applies for hire without having been personally solicited or
recruited by the hiring party.
INDEPENDENT CONTRACTOR-COMPLIANCE WITH LAWS
It is understood and agreed that Contractor will perform the services under this
agreement as an independent contractor. It is also agreed that Contractor will
comply with all applicable federal, state, and local laws and regulations
relating to the employment, insurance, and taxation of employees who perform
services under this Agreement. No agency or employment relationship is intended
nor shall be construed to exist between International Paper and Contractor or
between International paper and any employee of Contractor who performs services
under this agreement, and neither Contractor nor any employee of Contractor
shall be entitled to participate in any of International Paper's pension or
employee welfare benefit plans. Contractor agrees that any employee of
Contractor who is assigned to perform services under this agreement on a
substantially full-time basis and who comes within the definition of a "leased
employee" set forth in section 414(n) of the Internal Revenue Code will be
covered by a pension plan maintained by Contractor which satisfies the
requirements of IRC section 414(n) for periods after December 31, 1983.
Contractor agrees to indemnify and hold International Paper harmless against any
and all claims asserted by Contractor's employees or agents under this section.
Unless such claims are based upon the willful misconduct or gross negligence of
International Paper, and against any and all damages arising as a direct
consequence of misconduct or negligence on the part of Contractor's employees or
agents.
INDEMNIFICATION AGREEMENT
Contractor represents that it has the legal right to enter into this agreement,
and to perform hereunder, without breaching any prior confidentiality agreement,
employment contract, or legal duty owed to a former client or employer, and
Contractor agrees to indemnify and hold International paper harmless from and
against any costs or liability, whatsoever, including attorney's fees, resulting
from any such claim.
Each party shall defend, indemnify, and hold harmless the other party from any
and all liability, claims, and expenses of whatever kind and nature for injury
to or death of any person or persons and for loss of or damage to any real or
tangible personal property occurring in connection with or in any way incident
to or arising under this agreement, resulting in whole or in part from the acts
or omissions of the indemnifying party, or its employees, agents, and/or
Subcontractors. The indemnified party shall promptly notify indemnifying party,
in writing, of any such claim and shall reasonably cooperate with the
indemnifying party in the defense and settlement thereof.
LIMITATION OF LIABILITY
Circumstances may arise where, because of a default on Contractor's part or
other liability, International Paper is entitled to recover damages. In each
circumstances, regardless of the basis on which International Paper is entitled
to claim damages, Contractor will be liable only for bodily injury (including
death), and damages to real property and tangible personal property.
Notwithstanding the foregoing, the amount of any actual loss or damage shall be
limited in all cases to the amount paid by International Paper to Contractor in
the six (6) month period prior to the accrual of the action or claim for the
specific service that is the subject of the action of claim. The limit also
applies to any of Contractor's subcontractors. It is the maximum for which
Contractor and its subcontractors are collectively responsible.
UNDER NO CIRCUMSTANCES IS CONTRACTOR OR ITS SUBCONTRACTORS LIABLE FOR:
a. THIRD PARTY CLAIMS AGAINST INTERNATIONAL PAPER FOR LOSSES OR DAMAGES (OTHER
THAN THOSE TORT CLAIMS RESULTING FROM BODILY INJURY OR REAL OR TANGIBLE
PERSONAL PROPERTY DAMAGE);
b. LOSS OF, OR DAMAGE TO, YOUR RECORDS OR DATA, OR
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c. ANY ANTICIPATORY OR LOST PROFIT, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND (COLLECTIVELY
"NON-DIRECT DAMAGES") RESULTING FROM ITS PERFORMANCE OR NON-DIRECT DAMAGES
ARE ATTRIBUTED TO BREACH OF THIS AGREEMENT, TORT, NEGLIGENCE, OR OTHER
CAUSE OF ACTION. INTERNATIONAL PAPER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH NON-DIRECT DAMAGES.
INSURANCE
During the term of this agreement, Contractor shall, at its sole cost and
expense, secure and maintain Workers' Compensation insurance in amounts as
required by the applicable statutes, Employer's Liability Insurance in a minimum
amount of $500,000; Commercial General Liability insurance (including Premises
operations; Independent Contractor's Protective; Products and Completed
Operations and Broad Form Property Damage) in a minimum amount of $1,0000,000
bodily injury and property damage combined single limit per occurrence; Public
Liability insurance shall include "contractual" coverage to specifically
acknowledge the provisions of the section entitled "Indemnification"; and
Automobile Liability insurance for owned, non-owned, and hired vehicles in a
minimum amount of $1,000,000 bodily injury and property damage combined single
limited per occurrence. Contractor shall provide for or require any
subcontractor to maintain similar coverage for the subcontractor's employees
employed in connection with this agreement.
All insurance maintained by Contractor shall be in form and substance
satisfactory to International Paper and must contain a clause reading in
substance as follows:
"The Insurance Company will notify International Paper Company, in
writing, at the site of the work, at least thirty (30) days prior to
any cancellation, or any changes in or reduction of the coverages shown
herein."
All liability insurance policies maintained by Contractor pursuant to this
agreement, except Workers' Compensation, shall be endorsed to name International
Paper Company as "Additional Insured", and all property damage insurance shall
be endorsed with a waiver of subrogation by the insurer as to International
Paper Company. Contractor shall furnish to International Paper Company
certificates of insurance reflecting policies in force before commencing the
services under this agreement. In the event of failure to furnish such
certificate(s) or endorsement(s), or the cancellation of any required insurance,
without prejudice to any other remedy International Paper Company may have,
International Paper Company may terminate this agreement.
SUBCONTRACTORS
To the extent that Contractor engages any subcontractor to perform any part or
all of the services hereunder, Contractor agrees to have the subcontractor agree
to the terms hereunder and will remain primarily liable for the actions of such
subcontractor.
LIENS
Contractor shall, at International Paper's request, deliver to International
Paper a certificate that all claims for labor arising under this agreement have
been satisfied and that all bills for any materials or equipment which may have
been furnished by Contractor have been paid. Contractor shall, at the request of
International Paper, furnish on a monthly basis: (a) a complete release, or
receipts in full in lieu thereof all liens which may arise out of this Agreement
for which Contractor has been reimbursed by International Paper, and (b) a
certificate that such releases and receipts include all labor and materials for
which a lien could be filed. If requested by International Paper prior to
commencing work under this agreement, Contractor shall execute a waiver of
mechanics' and/or materialmen's liens in a form acceptable to International
Paper.
INTELLECTUAL PROPERTY
Without limitation, any know-how, inventions, data, sketches, drawings, notebook
or work sheet entries, whether or not of technical, operational, or economic
nature, and any United States and foreign patent applications directed thereto,
which is developed jointly with an International Paper employee, and arising out
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of Contractor's services shall be the sole property of International Paper, and
Contractor shall perform such acts and execute such papers as are reasonably
necessary to perfect International Paper's title therein. It is also agreed that
any and all written materials (including without limitation all sketches,
drawings, blueprints, reports and memoranda) which Contractor prepares pursuant
to this Agreement, or produced by Contractor in the performance of the services
shall be the sole, exclusive and entire property of International Paper. As to
any such materials subject to the protection of the Copyright act of 1976, all
rights to copyright and reproduction shall be the property of International
Paper, and the Contractor agrees to execute any papers necessary to perfect
title and copyright to International Paper. If Contractor produces anything for
International Paper in which Contractor or third parties have or claim rights,
Contractor shall promptly notify International Paper of the subject matter and
the claimed ownership. Further, if Contractor utilizes any subcontractor or
non-employee in connection with the performance of the services, he or she shall
in writing, indicate his or her consent to be bound hereby.
CONFIDENTIAL INFORMATION
It is understood that in the course of this work, International Paper may
disclose to Contractor various confidential and proprietary information relating
to International Paper's business, facilities, and plans, and that the data,
findings and conclusions resulting from Contractor's work on this project will
be valuable confidential information belonging to International Paper.
Accordingly, Contractor agrees that all persons employed by Contractor will keep
confidential all such information relating to International Paper and all such
information relating to this project, and that upon completion or termination of
this agreement. Contractor and its employees: (a) will continue to treat all
such information confidentially, and (b) will promptly return to International
Paper any and all confidential information and documents belonging to
International Paper (including any copies, extracts, summaries, or statements of
such confidential information which may have been made). The Contractor shall
not use the name of or make reference to International Paper Company for any
purpose in any releases for public or private dissemination, nor shall the
Contractor divulge or use in any advertisement or publication any
specifications, data, or other information pertaining to or relating to this
agreement without prior written approval of an officer of International Paper.
The terms of this Section shall also apply reciprocally to all confidential or
proprietary information disclosed to International Paper by Contractor.
ACCEPTANCE TESTING FOR DELIVERABLES
If the work to be performed under any Work Order requires the delivery by
Contractor of deliverables to International Paper, upon delivery of each
deliverable required to be delivered. International Paper shall perform
acceptance testing to confirm that the deliverable is free from defects and
deficiencies and otherwise conforms to any published specifications or
specifications previously agreed to by the parties, whether in the form of an
application development document or otherwise. International Paper agrees to not
unreasonably delay the commencement or completion of such acceptance testing. In
the event the deliverable fails to pass any of International Paper's testing
procedures, Contractor shall have fourteen (14) days in which to correct the
defect or deficiency and cause the deliverable to successfully pass all such
tests, failing which International Paper may elect to cancel the Work Order
applicable to such deliverable and Contractor shall immediately refund all sums
previously paid to it by International Paper under such Work Order provided that
the acceptance testing procedures and requirements are clearly defined in the
applicable Work Order. Notwithstanding the foregoing, Contractor shall have the
right to review and accept all inspection and acceptance requirements prior to
acceptance of any Work Order.
The final deliverable, or the system as a whole, as applicable, shall be deemed
accepted by International Paper upon the conclusion of successful acceptance
testing as described above, and if it has performed during the last forty-five
(45) continuous business days after such acceptance testing without any "Major
Error" (as defined below) as certified by International Paper in writing ("final
Acceptance"). A "Major Error" shall mean for the purposes of this Agreement an
error or non-conformance that constitutes a material departure from the
specifications or the applicable Work Order, or which is causing or threatening
to cause a disruption in the normal course of business or operations of
International Paper. Notwithstanding the foregoing, Final Acceptance shall occur
upon the latter of forty five (45) days after completion of the Work Order, or
fourteen (14) days after Contractor last corrects any deficiency or defect as
defined in this Section.
Any claim which International Paper may have under any provision of this
agreement shall be barred unless brought within one (1) year after Final
Acceptance.
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MILLENNIUM WARRANTY AND COMPLIANCE
Contractor represents and warrants that any software, products, systems or
deliverable(s) produced or delivered to International Paper hereunder (the
"deliverable") shall be "Millennium Compliant" (as defined below). For purposes
of this Agreement "Millennium Compliant" means:
(i) the functions, calculations and other computing processes of
the deliverable (collectively, "Processes") perform in a
consistent manner regardless of the date in time on which the
Processes are actually performed and regardless of the date
input to the deliverable, whether before, on or after January
1, 2000 and whether or not the dates are affected by leap
years;
(ii) the deliverable accepts, calculates, compares, sorts,
extracts, stores, sequences and otherwise processes date
inputs and date values, and returns and displays date values
in a consistent manner regardless of the dates used, whether
before, on or after January 1, 2000.
(iii) the deliverable will function without interruptions caused by
the date in time on which the Processes are actually performed
or by the date input to the deliverable, whether before, on or
after January 1, 2000;
Contractor represents and warrants that the deliverable will be tested by
contractor to ensure that such is Millennium Compliant. Upon International
Paper's written request, Contractor shall deliver its test plans used to
determine Millennium Compliance and the results of such tests on the
deliverable. Notwithstanding the foregoing, Contractor shall notify
International Paper immediately of any information, test results, or claims that
the deliverable is not Millennium Compliant. To the extent that International
Paper determines in its reasonable discretion that the deliverable is not
Millennium Compliant prior to Final Acceptance, Contractor agrees to immediately
formulate and implement a written plan of action to modify the deliverable so
that it is Millennium Compliant. Contractor shall provide International Paper
with a copy of such plan within (10) business days of completion of the same.
Contractor undertakes no responsibility under this agreement for Millennium
Compliance of International Paper's hardware. International Paper shall have no
claim against Contractor for non-compliance of its hardware, and Contractor
shall have no duty to disclose any non-compliant hardware to International
Paper.
LIMITED WARRANTY
Contractor warrants that it will perform each Service required in this Agreement
in a workmanlike manner and according to its current description, including any
completion criteria. EXCEPT AS SET FORTH UNDER THE PROVISIONS OF THE MILLENNIUM
WARRANTY PROVISION OF THIS AGREEMENT, CONTRACTORS DISCLAIMS ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR ARISING FORM A COURSE OF DEALING, USAGE, OR
TRADE PRACTICE.
INFORMATION SERVICES RESOURCES
Contractor's employees shall not misuse International Paper information
resources. Misuse includes, but is not limited to, unauthorized access to data
files; use of information processing hardware; use of International Paper's
telecommunications network; use of office supplies and other materials and use
of clerical support staff members. Contractor Employees who misuse International
paper's information processing resources are subject to dismissal, without cost
to International Paper. Contractor agrees to reimburse International Paper for
the cost of the misused resources. At the expiration of a Contractor Employee's
Work Order, the Contractor shall return the International Paper Contractor badge
used to enter the international paper facility to International Paper.
RIGHT TO AUDIT
Contractor shall make available to International paper, as may be requested upon
reasonable notification, billing records supporting Contractor charges,
submitted expenses and other information required to substantiate invoices
submitted by Contractor, in order to ensure Contractor's compliance with this
Agreement and that all amounts charged to International Paper hereunder are
proper and accurate. Contractor's records pertaining to the performance of this
Agreement shall be available for audit by International Paper during the term of
this Agreement and until (1) year after completion of the work or earlier
termination of this Agreement, whichever occurs first.
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NON-EXCLUSIVE
This agreement is not an exclusive agreement and nothing herein shall be
construed so as to prevent International Paper from entering in to the same or
similar agreements with other contractors or third parties.
ASSIGNMENT
This agreement for services shall not be assignable except by mutual agreement
in writing.
GOVERNING LAW AND VENUE
The existence, validity, and construction of this Agreement shall be governed by
the laws of the State of Maryland. This Agreement shall be deemed entered into
in the State of Maryland, upon execution by Contractor. Xxxx Arundel, County,
Maryland, shall be the proper venue for any litigation arising out of this
Agreement.
DISPUTE MECHANISM
Any dispute which, in the judgment of a party to this contract may materially
affect the performance of such party shall be reduced to writing and delivered
to the other party. The parties shall promptly meet face to fact at the
contractor's offices to negotiate in good faith and use every reasonable effort
to resolve such difficulty in a mutually satisfactory manner. Prior to the
institution of any formal proceeding, the parties must meet in this manner at
least twice to attempt to resolve the dispute in question. These initial (2)
meetings shall take place within 15 business days after service of the written
statement of the dispute. During the pendency of such negotiations, the parties
shall act in good faith to perform their respective duties described herein.
If the negotiations set forth in the previous paragraph are not successful, any
remaining controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by binding arbitration in Maryland before
three arbitrators, in accordance with the rules of the American Arbitration
Association then in effect. Each party shall select one arbitrator, and those
two arbitrators shall then select a third arbitrator. The parties may
alternatively elect to use one mutually acceptable arbitrator. The decision of
the arbitrator(s) shall be by majority vote. Judgment upon the award rendered
may be entered in any court having jurisdiction thereof. The costs of
arbitration shall be shared equally between the parties.
TERM OF AGREEMENT
The term of this agreement shall commence upon execution of this Agreement and
shall continue thereafter until terminated by either party upon thirty (30) days
prior written notice; provided, however, in no event will Contractor be
permitted to terminate the agreement prior to completion of all Work Orders in
progress. It is understood that International Paper shall have the right to
terminate any Work Order pertaining to this agreement at any time upon ten (10)
working days prior written notice to Contractor. International Paper shall pay
Contractor all sums due Contractor for all work actually performed up to the
date of termination.
In the event either Party defaults in the performance of any of its duties or
obligations under this Agreement and does not cure such default within ten (10)
days after being given written notice specifying the default, or with respect to
those defaults that cannot be reasonable cured within ten (10) days, if the
defaulting Party fails to proceed promptly after being given such notice to
commence correction of the default and thereafter to proceed to cure the same,
then the non-defaulting Party (reserving cumulatively all other rights and
remedies at law or in equity unless expressly stated herein) may, by giving
written notice thereof to the defaulting party, terminate this Agreement as of a
date specified in such notice of termination. Each party agrees to continue
performing its obligations under this Agreement while any default is being cured
except to the extent the default precludes performance.
Neither party shall be liable for any delays in performance or failure to
perform any of its obligations hereunder (other than obligations to make
payments) where such delay or failure arises due to reasons beyond the party's
reasonable control, including but not limited to, acts of God, flood, fire, war,
court order, labor dispute, or public enemy.
SOLE AGREEMENT
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This agreement constitutes the entire agreement between the parties and shall
supersede any and all prior agreements and understandings between the parties
and may not be changed except by mutual agreement in writing.
SURVIVAL OF OBLIGATIONS
The provisions of this agreement relating to "Intellectual Property,"
"Independent Contractor-Compliance with Laws," "Confidential Information,"
"Millennium Warranty and Compliance," "Indemnification Agreement," and "Hiring
of Contractor Employees" shall survive any expiration or termination of this
Agreement.
Agreed to as of this 27 day of March, 1995
CONTRACTOR NAME: Synergy 2000 Inc.
By: /s/ Xxx Xxxxxx Xx.
-------------------
NAME: Xxx Xxxxxx Xx.
TITLE: President
TAX IDENTIFICATION NUMBER: 00-0000000
INTERNATIONAL PAPER COMPANY
BY: /s/ Arch Xxxxxxx
-------------------
NAME: Arch Xxxxxxx
TITLE: Manager Information Systems Decorative Products Division
SCHEDULE A
ATTACHMENT TO PROFESSIONAL SERVICE AGREEMENT
Between Synergy 2000, Inc and International Paper Company
WORK ORDER
VENDOR ADDRESS: 0000 Xxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
VENDOR CONTACT: Xxx Xxxxxxx
PHONE #: 000-000-0000
DESCRIPTION OF WORK
Contractor is to perform Year 2000 conversion work for a defined set of programs
and associated data files as identified in Synergy 2000 proposal dated November
4, 1997/ Contractor is to modify/update these programs and data files to
correctly process all dates whether before, on or after January 1, 2000. Work
includes the following activities: 1) reformating and updating of data files and
databases including current, historical and backup files, 2) updating/testing of
COBOL programs including source code, copy books and data file descriptions, 3)
unit testing of all modified programs with updated data files to ensure proper
functionality, 4) assist International Paper in acceptance testing process.
Contractor deliverables include all updated data files/databases, revised
program source and object code, and detail documentation of changes made. To
meet contract work requirements, all deliverables will be Millennium compliant
as defined in the base agreement.
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DETAILED PROJECT DESCRIPTION
The scope of effort and pricing for the International Paper Year 2000 conversion
are based on the following information provided by International Paper,
1. Year 2000 program inventory compiled by the International Paper Year
2000 Project Team.
-Total number of files 787
-Total active COBOL programs 630
-Total lines of code to be converted 475,074
2. Synergy 2000's strategic partner computer Information Analysts, Inc.
will execute the following tasks based on the above criteria.
Phase 1: Data Purification
This Phase provides an analysis of existing data files and
databases. The procedure generates file/database update
specifications and programs that will be applied to the existing
files to generate the updated an reformatted data files and
databases.
Step 1: Existing file definitions and database structures are
translated into the CAS Data Dictionary (Repository)
Step 2: A Master Search File (MDF) Database is created from
everything in the International Paper Data dictionary. The MSF
program will ask questions about International Paper databases
and then create a new MSF. This new MSF will contain all elements
meeting the criteria of dates. CAS-2000 WILL ALSO CREATE AN
Impact Analysis Report which will outline the conversion process
to be undertaken.
Step 3: data from the new MSF is used to generate Certification
Specifications. Certification Programs are generated for each
database from these specs. Each of these programs will
automatically generate discrepancy files which will be used to
purify the search database.
Statistical information will be returned for each element in your
database and will notify the user if data corruption exists. this
feature, Conflicting Discrepancy Identification, with the
Certification Process provides a thorough and accurate analysis
of your data.
Phase 2: Database Modification
During this Phase, file/database conversion specifications and
programs are processed against existing files and databases
resulting in the creation of new reformatted and updated files.
Step 4: Data from the new Purified MSF is then used to generate
Conversion Specifications. Conversion Programs are generated for
each database file from these specs. Each of these programs will
automatically create a new database on the targeted platform with
properly adjusted dates.
Phase 3: Application Modification
During this phase, application programs, copy books and data file
descriptions are modified to meet Year 2000 compliance
requirements. Programs are complied, compile errors are corrected
and unit testing is conducted. Deliverables include new source
and object code, documentation, unit test results. To be
substantially complete, Contractor must demonstrate that
application programs and data are successfully unit tested and
ready for final integration and acceptance testing.
Step 5: The applications on the targeted platform must be
modified to accept the newly formatted data. A Master Patch File
(MPF) Database is created. The MPF contains all the application
code that pertains to the dates in your database. With the CAS
2000 program you will be able to patch your existing software in
one location.
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Step 6: Release the patch file to your applications and run
database conversion programs.
Phase 4: Assist with International Paper Acceptance testing
During this Phase, Contractor will assist International Paper in
conducting integrated systems and data testing to ensure original
program functionality has been retained and Year 2000 Compliance
capability exists. Contractor will be responsible for correction
of any processing errors or YR2000 compliance failures identified
during testing.
COMPENSATION SCHEDULE
International Paper agrees to pay Contractor the $276,500, which will be
invoiced to International Paper in five (5) equal payments of $55,300 as
follows. International Paper will have the right to review results and
deliverables for each Phase for substantial completion of Phase deliverables
prior to invoice payment, such payments will not be unreasonably withheld.
Payment 1-Due on project start date.
Payment 2-Due upon completion of Phase 1 as defined later in
Schedule "A" of this Agreement.
Payment 3-Due upon completion of Phase 2 as defined later in
Schedule "A" of this Agreement.
Payment 4-Due upon completion of Phase 3 as defined later in
Schedule "A" of this Agreement.
Payment 5-Due upon completion of Phase 4 as defined later in
Schedule "A" of this agreement.
If the total number of lines of COBOL code processed under this Agreement
exceeds 500,000 the final invoice will reflect an additional charge of $.58 per
line of code processed over 500,000. International Paper will have the option of
electing not to convert certain sections of code in order to prevent exceeding
the 500,000 line threshold.
Contractor will submit invoices to International Paper as each payment criteria
is met. International Paper shall pay the net amount upon receipt of each
invoice.
INTELLECTUAL PROPERTY
International Paper acknowledges that the software to be utilized by Contractor
in performing services under this Agreement is owned by a third party who, in
licensing such software for use under this Agreement, has retained all
intellectual property rights without limitation.
LOCATION OF WORK TO BE PERFORMED
The majority of the work will be performed by our Strategic Business Partner,
CIA, Inc. at their Baltimore, Md. office. Some work will be required to be
completed on-site at the International Paper offices in Odenton, Md.
NAME OF INDIVIDUAL PERFORMING SERVICES: Xxx Xxxxx (CIA, Inc.)
START DATE: On or about 4/15/1998
END DATE: On or about 8/15/1998 (Excluding Acceptance test)
SKILLS REQUIRED: UNISYS Database Management and COBOL Programming, CAS 2000 and
other proprietary software expertise as required.
Contract Programming company INTERNATIONAL PAPER COMPANY
BY: /s/ Xxx Xxxxxx Xx BY: Arch Xxxxxxx
----------------------------- ---------------------
TITLE: President TITLE: illegible
-------------------------- ---------------------
DATE: 3/27/98 DATE: 3/27/98
-------------------------- ---------------------
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