Contract for Internet Consulting Services
This contract sets forth the basic terms and conditions of the agreement
between PiGraphix, located at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
00000, hereafter known as Client, and Fish Interactive, hereafter known
as Fish, located at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx Xxx Xxx, XX
00000 with regard to Internet Consulting Services as specified in the
sections below.
1. Engagement: Client hereby engages Fish to perform all of the
services set forth in Exhibit A attached to this document, and
incorporated herein by this reference. Xxxx agrees to perform these
services as specified in Exhibit A.
2. Consideration: Client hereby agrees to pay Fish for these services
according to the schedule of payments set forth in Exhibit A.
3. Confidentiality: Fish will not disclose any of Client's trade
secrets, business practices, know how or private company
information except as authorized by Client to accomplish its tasks
as set forth in Exhibit A, except when: a) this information is
publicly available through causes other than Fish's disclosure of
said private information or b) Fish had prior knowledge of said
information. Fish will perform the services set forth in Exhibit A
in good faith, and its liability will be limited to the total
amount due in Exhibit A.
4. Software Use & Terms: The deliverable belongs exclusively to Client
for internal use. In the event that client wishes to resell or
license the deliverable a royalty fee of 5% of Gross Sales,
prorated by the value of commerce back and delivered by Fish as a
part of the entre system, shall be due Fish.
5. The tools or "objects" used to create the deliverable belong to
Fish, and are considered Fish's property.
6. Entire Agreement: This agreement constitutes the entire agreement
between Client and Fish with respect to the Internet Services
project, and cannot be modified without the express written consent
of both parties. Neither Client nor Fish has made any
representation, promise or warranty, explicit or implied, not set
forth in this contract.
7. Governing Law: This agreement shall be governed and interpreted in
accordance with the laws of the State of California applicable to
such contracts entirely made and to be performed in said
jurisdiction, and is subject to all applicable provisions of
federal, state and local laws and governmental restrictions.
8. Arbitration: In the event of a dispute regarding this contract the
parties shall submit the dispute to arbitration according the
statutes of the California Board of Arbitration prior to
institution of any legal procedures.
9. Miscellaneous: This agreement shall be governed and interpreted in
accordance with the laws of the State of California. If for any
reason any provision of this contract is judged by a court to be
unenforceable, such adjudication shall in no way effect any other
provision of this agreement or the validity or enforcement of the
remainder of the contract. The effected provision shall be modified
or curtailed only to the extent necessary to bring it into
compliance with compatible law. This agreement constitutes the
entire understanding between Client and Fish and supersedes any
previous agreement, whether written or oral.
Date: 2/10/99
Signed:
PiGraphix: By: XXXXXX X. XXXXX Xxxx: XXXXXXX XXXXX
----------------------- -----------------
Its CFO
Exhibit A--Proposal for Internet Development
For: Xxx Xxxxxxxx, Xxx Xxxxx, PiGraphix
From: Xxxxxx Xxxxx, Fish Interactive
Date: 2/9/99
Goal:
Make back end system of PiGraphix commerce site more stable,
responsive to needs, easier to maintain and flexible by converting
over to the ReelCommerce standard database and templates.
Add Credit and Transaction HTML to CyberCash interface. Allow
integrated database tracking of transactions by linking SQL database
with results from CyberCash transactions (allows reconciliation).
Add miscellaneous functionality to enhance current systems feature
list.
Timetable:
Time Activities
Week 1 Sign off: install CF 4.0 & SQL 7.0
Week 2 Design database conversion & start modifying admin templates
Week 3 Display templates & debug admin
Week 4 Bring forward Java and other applets - connect nav structure
Week 5 Begin CyberCash interface & additional enhancements
Week 6 Integrate CyberCash & enhancements
Week 7 Testing, tuning, debug
Week 8 Go live
Conversion of system to Reelcommerce Tools:
Database
Conversion and upgrade to SQL 7. Easier admin, tuning, backup
and better performance.
Admin
Link to new database structure. CF 4.0 Implementation, use of
optimized templates, new PW admin, allows option of
publishing static pages for performance and duplicate sites.
Display
Link to new database structure. CF 4.0 Implementation allows
session tracking, use of optimized templates.
Function
Link to new database structure. New features include new UPS
table (US - upgrade to international easier), confirmation
email on order acceptance, and shipping (with UPS tracking
#), and notes field on orders for special handing.
Note: We are counting on PiGraphix to reconnect the navigation urls
to point to the new structure, but this should not be complicated.
Conversion of CyberCash transaction system to CF/HTML interface:
Database
Create detailed transaction logs populated by CyberCash (or
alternative gateway) transaction results.
Admin
Allow credits to accounts; partial credits--with password
protection can transfer the bulk of CyberCash admin to savvy
merchants.
Display
Review of declines, reconciliation reports, activity reports
by transaction.
Additional Functionality:
Faxing Orders
Debug or revamp faxing application developed earlier. Fax
application sends faxes to PiGraphix and/or vendors when
orders come in similar to the way the email notification
works. Involves solidifying the email to fax gateway, setting
up fax modem remote from SoftAware, testing and debugging.
International Shipping
Create support for international shipping calculation via
UPS. Module will check for data via the UPS extranet, which
was designed for such use. Use of this extranet support all
methods of UPS shipping and all ship from and ship to
combinations, which is nearly impossible to replicate in a
database. Shipping via other carriers (FedEx, USPS) must be
implemented on a case by case basis as there is no uniform
standard for retrieving the data.
Remote Static Publishing
Complete static publishing module to allow product pages to
be published into static HTML pages which do not need
ColdFusion processing before they are shown to the user. All
pages may scheduled to be published at once, or a "publish"
button on the admin published specific product pages.
Directory structure must be set up to support static pages
and a min-app must be developed to synchronize published
pages with local or remote areas for Web access.
Estimated Price and Terms:
Ecommerce system conversion: $ 7,760
CyberCash transaction system: $ 3,740
Faxing orders: $ 1,360
International shipping: $ 1,020
Remote static publishing: $ 1,360
Total (time and materials): $15,240
Intellectual property purchase: $ 2,500
Total estimated cost: $17,740
On Sign Off:
40% of time and materials, 50% of intellectual property - $7,346
Bi Weekly (through end of week 6);
Up to date on time and materials
On Completion:
50% of intellectual property ($1,250), up to date on time and
materials
