EXHIBIT 10.10
SOFTWARE LICENSE
This Software License and Services Agreement (hereinafter "Agreement")
is entered into as of December 6, 1999 by and between OneWeb Systems, Inc.
(hereinafter, "OWS"), a Georgia corporation, having its principal place of
business at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000, and GlobaleTutor
(hereinafter "Licensee"), having its principal place of business at 0000
Xxxxxxxxx Xxxx X.X., Xxxxx 0000, Xxxxxxx, XX 00000.
W I T N E S S E T H:
WHEREAS, OWS has created the OneWeb software development platform and
the family of products created with the OneWeb software development platform,
specifically the OneWeb Advantage application server (hereinafter "Software") to
manage internet based information and services that Licensee wishes to utilize
as part of an internet/intranet/extranet or TCP/IP based business solution; and
WHEREAS, Licensee wishes to obtain a license for the Software and any
custom configurations or custom development (hereinafter "Modifications"),
including original designs, artwork and/or engineering specific to the Licensee,
(hereinafter collectively called "Products") for use as part of the
internet/intranet/extranet or TCP/IP based business solution;
NOW THEREFORE, for and in consideration of the above premises, the
mutual covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. GRANT OF LICENSE. OWS grants to Licensee a perpetual, non-exclusive,
non-transferable application-based license to use the Products (in executable,
compiled code) for a single application on a single server PC, subject to
earlier termination as provided in paragraph 8 hereof. The Product may only be
used as described in this Agreement.
2. CUSTOM MODIFICATIONS. OWS will develop the Modifications as outlined
in EXHIBIT A. Licensee acknowledges that OWS shall own all right, title and
interest in and to, and all proprietary rights in, the Modifications which are
licensed to Licensee pursuant to paragraph 1 hereof. Notwithstanding the
foregoing, Licensee shall own that portion of the final executable/compiled code
of the Modifications which are specific to Licensee's business.
3. DELIVERY OF PRODUCTS. Upon completion of the Modifications, OWS will
provide a copy of the Products to the Licensee along with related documentation
as specified in the scope of work and applicable user manuals (collectively,
"Documents").
4. COMPENSATION.
(a) PAYMENT. As full payment to OWS, Licensee will pay to OWS
the fees set forth. All payments are due within thirty (30) days of invoice
date.
(b) LATE PAYMENTS. Licensee agrees to pay a late payment
charge at the rate of 1 1/2% per month or the maximum late payment charge
permitted by law, whichever is less, on any unpaid amount for each calendar
month (or fraction thereof) that such payment is in default.
(c) TAXES. The fees listed or referenced in this Agreement do
not include taxes. If OWS is required to pay or collect any sales, use,
property, value-added, duty or other similar federal, country, state or local
taxes based on the licenses granted or the services to be provided pursuant to
this Agreement or on the use of Products or Documents by Licensee, then such
taxes shall be billed to and paid by Licensee. This provision shall not apply to
taxes based on OWS's income.
5. PROTECTION OF PROPRIETARY RIGHTS.
(a) OWNERSHIP. The Products are and shall remain the property
of OWS. Licensee acknowledges that it has no right to use, distribute, assign,
sublicense or resell any of the Products except as herein specifically provided.
(b) PRODUCT REVERSE ENGINEERING. Licensee shall not reverse
engineer, disassemble, or reverse compile the Products, in whole or in part, or
otherwise derive any source code therefrom.
(c) TRADEMARKS AND TRADE NAMES. Licensee recognizes that the
marks "OneWeb", "OneWeb Advantage" and "OneWeb Backdoor" are trademarks owned
solely and exclusively by OWS. Licensee recognizes the value of these marks to
OWS and the good will and reputation associated with the marks.
6. SUPPORT. OWS will provide Technical Support to Licensee's designated
and trained administrative personnel during OWS's then standard published
support hours and in accordance with the then current fee schedule. Routine
training questions and questions related to how to use the Products will not be
provided as a part of the Technical Support but will be provided for as training
in accordance with the fee schedule provided in EXHIBIT B.
7. UPGRADES AND ENHANCEMENTS. OWS may from time to time release
corrections, modifications, upgrades and enhancements of the Software and
related documentation. OWS will make these releases available to the Licensee as
they are generally made available to OWS's other customers if the Licensee at
the time of the release has contracted for such maintenance. Such releases will
be provided "AS IS" without any warranty except as provided in paragraphs10. The
provisions of Paragraph 4 will govern the compensation for such maintenance.
8. TERMINATION.
(a) TERMINATION BY OWS. OWS may terminate the license granted
herein:
(i) If for any reason Licensee does not make any
payment when due as provided for in EXHIBIT
B and such default continues for ten (10)
days after receipt of written notice of such
default; or
(ii) If the Licensee fails to comply with any of
the other material terms or conditions of
this Agreement or of its obligations herein
and such default continues for thirty (30)
days after receipt of written notice of such
default.
(b) TERMINATION BY LICENSEE. In addition, Licensee may
terminate this Agreement at any time after delivery of the Products upon the
breach of any of the material terms and conditions by OWS and such default
continues for thirty (30) days after receipt of written notice of default. In
which
event, Licensee shall pay OWS all Services Fees performed up to termination and
the total of all License Fees included in EXHIBIT B.
(c) EFFECT OF TERMINATION. If for any reason this Agreement is
terminated, the termination does not relieve the Licensee of the responsibility
to pay any outstanding payments due at the time of termination. If this
Agreement is terminated, the Licensee will immediately stop using the Products,
destroy all copies of the Products and will certify to OWS in writing that no
copies of the Products are still in use or in the possession or control of the
Licensee.
9. CONFIDENTIALITY. Licensee acknowledges that the Products contain
valuable trade secrets and other proprietary property and confidential
information of OWS. Each party acknowledges that all proprietary property and
confidential marketing, financial and business information of the other party
(hereinafter "Owner") made available to the other party (hereinafter
"Recipient") may represent proprietary property and/or confidential information
of the Owner that constitutes valuable commercial assets of the Owner. Recipient
agrees to hold in confidence all such proprietary property and confidential
information of the Owner provided pursuant to this Agreement and Recipient
further agrees that it shall not disclose same to any third party for any reason
without the prior written consent of the Owner or use it except as herein
permitted.
The Recipient shall take reasonable security precautions to prevent the
unauthorized use and disclosure of the confidential information and proprietary
property of the Owner to any person or entity and shall use not less than the
same degree of care to avoid unauthorized use and disclosure of such information
and property as Recipient employs with respect to its own proprietary property
and confidential information of like importance, which shall not be less than
what a prudent business person would employ to safeguard its own proprietary
property and confidential information of like importance from unauthorized use
and disclosure.
10. AUTHORITY AND TITLE.
(a) WARRANTY OF TITLE. OWS does hereby represent and warrant
to and covenant with Licensee that:
(i) OWS owns all right, title and interest in
and to the Products or has obtained all
necessary rights to grant the rights granted
herein to Licensee;
(ii) the Products as delivered by OWS infringes
no patent, copyright, trademarks, or trade
secrets of any other party enforceable in
the United States; and
(iii) OWS has full power and authority to enter
into this Agreement and to grant the license
herein granted.
(b) INDEMNIFICATION. OWS shall indemnify , defend and hold
harmless Licensee and its officers, directors, shareholders, agents and
employees from and against any claim, demand, liability, loss, and reasonable
costs and expenses including, but not limited to, attorney's fees, incurred by
such indemnified party as a result of a breach of the foregoing warranties and
covenants, provided that:
(i) Licensee promptly notifies OWS in writing of
any such claim;
(ii) Licensee permits OWS to control the defense
and settlement of the claim; and,
(iii) Licensee provides to OWS reasonable
assistance in defending and settling any
such claim. Reasonable out-of-pocket
expenses incurred by Licensee in providing
such assistance will be reimbursed by OWS.
(iv) Licensee may, at its own cost, participate
in the defense and settlement of any such
claim using counsel selected by Licensee.
(c) NO LIABILITY. OWS shall have no liability for any claim of
infringement based on:
(i) use of a superseded or altered release of
the Product or Document if such infringement
would have been avoided by the use of a
current unaltered release of the Product or
Document; or,
(ii) the combination, operation, or use of the
Product with programs or data not furnished
by OWS if such infringement would have been
avoided by the use of the Product without
such other programs or data.
(d) REMEDIES. Following such infringement claim, OWS shall
have the option, at its sole expense, to:
(i) modify the Products or Documents to be
non-infringing;
(ii) obtain for Licensee a license to continue
using the Products or Documents; or
(iii) if the foregoing are not commercially
reasonable, terminate the license for the
infringing Products and refund a portion of
the license fees paid for such infringing
Products, determined by pro-rating such fees
over a five (5) year term. Such refund shall
be equal to the product of such license fees
paid times the fraction, the numerator of
which is sixty (60) less the number of
months such Products have been licensed
hereunder, and the denominator of which is
sixty (60).
(e) ENTIRE LIABILITY. This paragraph 10 states the entire
liability of OWS for infringement.
11. WARRANTY.
(a) GENERAL. OWS warrants that the Products during the sixty
(60) day period from the date of the delivery of the Products to Licensee
(hereinafter "Warranty Period") will perform substantially in accordance with
the specifications as set forth in the scope of work.
(b) OBLIGATIONS OF OWS. If within the Warranty Period Licensee
notifies OWS in writing of a failure of the Product to perform as warranted in
any material respect and if OWS is able to reproduce such non-conformity,
Licensee agrees that its sole and exclusive remedy and OWS's sole obligation is
for OWS to do the following:
(i) use commercially reasonable efforts to
correct the non-conformity;
(ii) if OWS is unable to provide necessary
corrections promptly, provide a workaround
for such non-conformity and provide an
estimate of time at which it will be able to
provide a correction; and
(iii) use commercially reasonable efforts to
assist Licensee in repairing or recovering
any Product related data that may have been
damaged or lost as a result of such
non-conformity. However, with respect to
non-conformities that OWS reasonably
determines are caused by third party
components of the Products, its obligations
are limited to using commercially reasonable
efforts to procure corrective code or
workarounds from the third party licensor to
OWS and, upon receipt, promptly providing
such corrections to Licensee.
(c) EXCLUSIONS. Non-conformities resulting from the following
are excluded from the scope of OWS's obligations:
(i) misuse or neglect;
(ii) failure to install or use the Products in
accordance with the related Documents;
(iii) alteration or modification of the Products
(excluding modifications made by any utility
program provided by OWS); or
(iv) use with or on computers, peripherals, or
operating system programs not approved by
OWS.
(d) ALTERNATIVE. If, after a reasonable number of attempts,
OWS is unable to correct the non-conformity of the Products, OWS or Licensee may
elect to terminate the license granted pursuant to this Agreement (on a date not
later than sixty (60) days after the expiration of the Warranty Period) and
OWS's sole liability will be to refund to Licensee all license fees paid under
this Agreement for such Products upon the return of the Products, Documents, and
all copies, in whole or in part, thereof.
12. EXCLUSION OF OTHER WARRANTIES. OWS does not warrant that the
Products will meet Licensee's requirements, or will operate in combination with
other programs that Licensee selects, or that the operation of the Products will
be uninterrupted or error-free or that all non-conformities will be corrected.
EXCEPT AS SET FORTH IN PARAGRAPHS 10 AND 11 ABOVE, THERE ARE NO WARRANTIES,
REPRESENTATIONS, OR CONDITIONS OF ANY NATURE, EXPRESS OR IMPLIED, RESPECTING THE
PRODUCTS AND DOCUMENTS, THEIR USE, OR ANY SERVICES TO BE PROVIDED HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING BY STATUTE OR OTHERWISE
BY LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE.
13. LIMITATION OF LIABILITY.
(a) EXCEPT AS SET FORTH IN PARAGRAPH 10, IN NO EVENT SHALL OWS
BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR DATA, HOWEVER
INCURRED, WHETHER IN AN ACTION IN CONTRACT OR IN TORT OR OTHERWISE, EVEN IF OWS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Except as set forth in paragraph 10, the liability of OWS
for damages hereunder shall in no event exceed the amount of fees paid by
Licensee under this Agreement during the preceding twelve (12) months.
(c) The provisions of this paragraph 13 allocate the risks
under this Agreement between OWS and Licensee. OWS's pricing reflects this
allocation of risk and the limitation of liability specified hereunder.
14. GOVERNING LAW; VENUE. This Agreement will be governed by and
construed in accordance with the laws of the State of Georgia. The parties
consent to venue and jurisdiction of the applicable courts of the State of
Georgia and the Federal District Court for the Northern District of Georgia for
actions relating to this Agreement in addition to any other appropriate
jurisdictions.
15. FORCE MAJEURE. Neither party shall be responsible for delays nor
failure of performance resulting from acts beyond the reasonable control of such
party. Such acts shall include, but are not limited to, acts of God, strikes,
walkouts, riots, acts of war, terrorist actions, epidemics, failure of suppliers
to perform, governmental regulations, power failures, earthquakes, or other
disasters.
16. ARBITRATION. Any disputes arising under this Agreement shall be
settled by binding arbitration between the parties hereto in accordance with the
commercial arbitration rules of the American Arbitration Association. Such
arbitration shall be administrated by the Atlanta office of the American
Arbitration Association.
17. CONSENT TO BREACH NOT WAIVER. No term or provision hereof shall be
deemed waived and no breach excused, unless such waiver or consent is in writing
and signed by the party claimed to have waived or consented thereto. No consent
by any party to, or waiver of, a breach by the other party shall constitute
consent to, waiver of, or excuse of any other different or subsequent breach.
18. NOTICES. All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and,
(a) if mailed, shall be sent by prepaid certified or
registered mail, return receipt requested, and shall be deemed to have been
received on the earlier of the date shown on the receipt or three (3) business
days after the postmarked date thereof;
(b) if by facsimile, shall be followed on the same day by a
written notice sent by prepaid certified or registered mail, return receipt
requested, and shall have been deemed to have been received on the next business
day following transmission and acknowledgment of receipt by the recipient's
facsimile machine;
(c) if by hand delivery, the notice shall be deemed to have
been received when delivered to the recipient, or if by overnight courier, in
which event the notice shall be deemed to have been received upon delivery by
such courier.
All notices and other communications under this Agreement shall be given to the
parties hereto at the following addresses
(a) If to Licensee, at the address above to the
President's attention;
(b) If to OWS:
OneWeb Systems, Inc., Attention: President
Xxxxx 000
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Any party may change the person or addresses specified for notices by
designating a new person or address by notice in accordance with this section.
19. COMMENCEMENT OF ACTIONS. No action arising out of any claimed
breach of this Agreement or the services to be provided hereunder may be brought
by either party more than one (1) year after the cause of action has occurred
except that a claim for payments due hereunder may be brought within the period
of the statute of limitations.
20. U.S. GOVERNMENT RESTRICTIVE RIGHTS. Use, duplication and disclosure
by the U.S. Government, including any agency thereof, is subject to the
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software clause at DFARS 252.227-7015(b) and 227.7202 and
FAR-52.227.19 and 52.227-14(g)(2).
Contractor/Manufacturer is OWS at 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000.
21. ENTIRE AGREEMENT. This Agreement constitutes the complete and
entire agreement between OWS and Licensee related to the subject matter herein.
There are no verbal or written representations, inducements, promises or
agreements upon which any party relied or which induced any party to enter into
this Agreement which is not embodied herein. This Agreement may only be
modified, amended or otherwise changed in writing signed by both parties. The
terms of this Agreement will prevail and supersede any and all prior agreements,
oral or written, pertaining to the subject matter herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first set forth
above.
For Licensee
By: /s/ Xxxxxx XxXxxxxxx Date: 12-8-99
Name: Xxxxxx XxXxxxxxx Title: President
OneWeb Systems, Inc.
By: /s/ Xxxxxx X. Xxxxxxx, Xx. Date: 12-8-99
Name: Xxxxxx X. Xxxxxxx, Xx. Title: President
Exhibit A
SCOPE OF WORK
GLOBALETUTOR
Introduction
GlobaleTutor would like to establish an education related portal providing
tutoring related content aimed initially at forth through eight grade students
and their parents. This project consists of an interim registration site and
public and password protected sections for the live site. The registration site
and the live site will utilize the same graphic and interface design components.
The visitor will be able to locate the available content for the grade, course
and section they desire. The content will be offered in 5 available languages
and cookies will be set to determine the default language. Limited
personalization will be provided initially. The visitor will pay for use of this
service on a fee per user per month basis. The site will allow the client's
staff to manage the content and users of the site through the OneWeb BackDoor
Administrative Interface.
GlobaleTutor Project Overview
Public Site
- What we do - general information and examples about the services provided
- Who we are - information about the organization, purpose, target audience
- How to sign up (Registration) - Collect user and demographic information
- FAQ's - frequently asked questions related to the costs and services provided
- Sponsor Organizations - information and links to sponsor organizations
- Contact us - provide address, phone and email contact information
- Members Only - asks for user name and password
Password Protected Site
Identify appropriate tutorial content - Allow the visitor to locate the specific
information they desire, grade, course, section, etc.
- Downloadable Content - provides the ability to download tutorial content. The
content and specific navigational requirements will be included in the
content development process.
- Assessment - delivers an educational assessment for parents and children.
Creation of the assessment criteria is included in the content development
process.
- Interactive On-line Content - Creation of the interactive content is included
in the content development process.
- BackDoor - the administrative interface included with OneWeb Advantage that
provides content and user administration capabilities.
- Chat (Help) - allows users to exchange information in a live chat environment
- Scoreboard - utilization reports or meter comparing use by language.
- Customer Service - provides for the user to change registration, discontinue
service, contact customer service, provide feedback, etc.
- Resources - provides text and links to additional resources such as books
- E-Commerce - Ability for users to sign up and securely pay for services -
on-line
Items not Included in the GlobaleTutor Project
- Interface to accounting system other than exported ASCII file
- Banner Advertising - includes targeted display advertising and email related
- Reports on demographics - not yet defined
- Development of assessment process
- Development and population of tutorial content
- Hardware and hosting services
- On-going site and content maintenance services
- Server Setup
- Telephone Support
Capabilities and Functions of OneWeb Advantage(-TM-)
BackDoor Administrative Interface - The OneWeb Backdoor provides an
administrative interface that allows non-technical personnel to maintain and
expand the content of OneWeb Advantage sites. The general capabilities of the
Backdoor Administrative Interface consist of the following:
General Preferences - Allows the system-wide definition of user and site
preferences including company contact information, list publishing, etc.
Multiple Levels of Security - Provides the ability to assign users different
rights and privileges in order to control who can access which sites and what
each user can do within each site.
Text Publishing Maintenance - Allows for the modification of all text, articles,
graphics, newsletters, corporate information, and links through the browser.
Catalog and Order Maintenance - Allows browser access to create, modify and
maintain catalog contents including credit card verification and shopping cart
capabilities. Complete order maintenance and reporting capabilities are provided
to simplify e-commerce and catalog maintenance.
Database Maintenance - Allows browser access to modify database contents and
reporting options.
Creation of Forms - Allows for forms to be easily created by non-technical staff
and automatically creates the underlying databases as the form is created.
Create Reports - Allows for a wide variety of custom reports to be defined by
the system administrator and the information presented to the appropriate users
via dynamically created reports.
SQL Reports - Allows for the creation of reports based on information stored in
existing SQL databases. This provides for the Web enabling of corporate
information stored in ODBC compliant databases without undertaking costly
extensive engineering projects. The information can be presented to the
appropriate users dynamically through a user controlled reporting interface.
Image and Document Library - A complete library system is provided for
maintaining all kinds of files and information. This includes the maintenance of
images, documents, spreadsheets, PDF files, and multi-media files for use in the
publishing interface.
List Management - Allows for simple maintenance of the complete navigational
structure of the site.
Forums - Allows establishment of forums to facilitate exchange of ideas and
information on specific topics between site visitors.
Exhibit B
Compensation Terms
The project development cost is $100,000.00 including the license fee,
discovery, design, development, delivery, and project management costs as
described below. Other additional costs, if applicable, are also included below.
B-1 License Fees
A one-time License fee of $40,000 for OneWeb is included in the cost of this
project as outlined in Exhibit A. If in the future additional projects require
additional sites created or additional instances of OneWeb to be installed,
additional licensee fees will be required.
Licensee may modify the scope of the Custom Modifications but all modifications
must be authorized in writing and the Licensee agrees to pay for all custom
modifications made on the behalf of the Licensee whether or not the requested
custom work performed by OWS is used. It is understood by both parties that any
modification of the scope will have an impact upon the project's delivery
schedule and that both parties will work to minimize the impact on the project's
delivery schedule.
License Fee: $ 40,000.00
B-2 Discovery Fees
The first phase in the OneWeb Systems Development Process is the Discovery
Meeting. The purpose of this meeting is to clarify and document design,
navigational and functional requirements before work on the project begins. A
OneWeb Systems Project Manager, Developer and Designer will meet with you to
ensure a clear understanding of business needs and project goals. Data collected
in this meeting will be used to develop a detailed site map.
Discovery Fee: $ 5,000.00
B-3 Design Fees
The Design Phase begins upon approval of Discovery. The purpose of the Design
Phase is to develop final site design and navigation.
Design is a collaborative process between the customer and a Designer. The
Design Phase begins with a meeting between the customer and the Project Manager.
Topics discussed in this meeting are site "look and feel", navigation and
business requirements. This is a creative session. Any preconceived or
preexisting graphical concepts that the customer has will be considered for
incorporation into the site design. Customer expectations should allow for a
minimum two-week Design phase. This phase will be longer if corporate image and
branding, character development or animation is a project requirement. The
Designer develops initial sketches from input received in the Design meeting.
Upon customer approval of initial sketches, the Designer develops design
"comps." The customer has the opportunity to select from these design choices
and make adjustments to the design as needed. The Designer will then develop a
final site design from the customer's selection.
The Design Phase concludes when the customer showing acceptance of the final
design signs the OneWeb Systems Design Approval form. Changes to the design from
this point forward are mutually agreed upon by OneWeb Systems and the customer
and are documented using the OneWeb Systems Change Control form.
Design Phase Deliverables include:
- Design Meeting
- Initial Sketches
- Three Design Comps
- One Final Site Design
Design Fee: $25,000.00
B-4 Development Fees
The Development Phase begins upon approval of the final site design. During this
phase the OneWeb Systems Development Team will enable the design including the
required navigational elements and business functionality for the Web site using
OneWeb Advantage(-TM-) software.
The OneWeb Systems Project Manager communicates with the Developer and at agreed
upon project milestones, updates the customer on project status. Customer
expectations should allow for a minimum four-week Development Phase, allowing
adequate time for quality assurance. The actual length of the Development Phase
is dependent on project complexity. Custom development or integration of a
third-party product will also add to project complexity.
Upon completion of the Development Phase deliverables, the OneWeb Systems
Project Manager will work with the customer to confirm all project requirements
have been met. The Development Phase concludes when the customer accepts the
final design by signing the OneWeb Systems Development Approval form. Changes to
the site functionality from this point forward are mutually agreed upon by
OneWeb Systems and the customer and are documented using the OneWeb Systems
Change Control form.
Development Phase Deliverables include:
- Working Prototype of Client Web Site
- Activation of All Required Site Functionality
- Custom Development and Integration of Third Party Products (if required)
- Complete and Functional Final Web Site
Development Fee: $ 10,000.00
B-5 Delivery Fees
The Delivery Phase begins upon receipt of the signed Development Approval Form.
During this phase the customer will receive training on the operation of their
site and on the use of OneWeb Advantage(-TM-) software.
All proprietary information supplied by the customer to aid in creation of the
site will be returned to the customer. Final hardware configuration and
installation at the customer site will take place, or hosting at OneWeb Systems
will begin, upon completion of the Delivery Phase.
The Delivery Phase concludes when the customer showing acceptance of the
delivery of project signs the OneWeb Systems Project Approval form. Changes to
the site design or functionality from this point forward are mutually agreed
upon by OneWeb Systems and the customer and are documented using the OneWeb
Systems Change Control form.
Delivery Fee: $ 10,000.00
B-6 Project Management Fees
One (1) OneWeb Systems Project Manager will be assigned to your project upon
acceptance of the "Terms" within this document. Their technical advice pertinent
to the execution of this project is included in this proposal.
Project Management Fee: $ 10,000.00
B-7 Annual Maintenance Fee
OWS provides annual Maintenance Services for $8,000 which includes free upgrades
as OneWeb is upgraded and access to technical support by your technical staff to
assist in resolving any technical or interface issues that arise. The initial
Annual Maintenance fee is payable upon delivery of site and will be billed each
year during the month the software was delivered. Licensee is not expected to
pay the next Annual Maintenance fee until March 1, 2001.
Annual Maintenance Fee: $ 8,000.00
B-8 Training Services
All training to be provided by an third party firm. Any training services
provided by OWS will be billed in accordance with the then current price
schedule for training.
B-9 Technical Support
No technical support for end users is provided under the terms of this
Agreement. Should the Licensee desire additional technical support services for
its agents or clients, OWS will negotiate the fees and responsibilities for the
additional services separately.
B-10 Payment Terms
Upon execution of this agreement, $ 70,000.00 of the Total Project Cost is due.
$ 5,000.00 of the Total Project Cost is due upon completion of the Registration
Site. At delivery of Final Site, the remaining $25,000.00 of the Total Project
Cost plus annual Software License Maintenance is due. Any additional work
entered into and agreed upon by both parties is due 30 days after invoicing.
B-11 Payment Schedule
task 12/06/1999 01/01/2000 03/01/2000
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license fee Included
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discovery Included
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Design Included included included
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Development included included included
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Delivery included
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Project management included included included
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Maintenance (annual) included
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Total project cost $70,000.00 $5,000.00 $33,000.00
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B-12 Additional Work
Any work not covered within this proposal will be entered into as separate
agreement or project and priced either on a project basis or on the then current
OneWeb Systems hourly rate. Our current hourly rate is $200.
