MASTER TEAMING/SUBCONTRACT AGREEMENT
THIS MASTER TEAMING/SUBCONTRACT AGREEMENT ("Master Agreement")
effective as of January 1, 1997, is by and between Meta4, Inc. ("Meta4"), a
Delaware corporation, with offices at River View Xxxxxxxxxx Xxxxx, 00-00 Xxxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000 and Comdisco, Inc. ("Comdisco"), a Delaware
corporation, with its principal place of business at 0000 X. Xxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000 (individually or collectively referred to as the
"Party" or "Parties").
RECITALS
WHEREAS, Meta4 is in the business of providing Year 2000 assessment,
planning and implementation services (the "Meta4 Services") to customers in the
health care industry throughout the United States; and
WHEREAS, Comdisco is in the business of providing millenium testing
services (the "Comdisco Services") to customers throughout the United States;
and
WHEREAS, the Parties anticipate that each Party will identify one or
more current or prospective customers (each, a "Customer"') that will either
issue a request for proposals or be receptive to an unsolicited proposal for the
provision of the Meta4 Services and the Comdisco Services (each, a "Project");
and
WHEREAS, for each Project that the parties desire to submit a proposal
(a "Proposal"), the parties shall mutually team to pursue the opportunity
jointly or designate which entity shall be prime contractor and subcontractor
respectively; and
WHEREAS, in the event the parties contemplate a prime
contractor/subcontractor relationship, the prime contractor, if awarded the
contract for the Project ("Contract"), would contemplate subcontracting portions
of the Project to the subcontractor;
WHEREAS, in all such cases, the terms and conditions of this Master
Agreement will apply to the Parties according to their respective roles as joint
contractors or prime contractor and subcontractor for each Project.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions set forth herein, the Parties mutually agree as follows:
1. PREPARATION AND SUBMISSION OF A PROPOSAL
1.1 The Parties shall mutually agree upon and execute a Statement to Team
substantially in the Form of Exhibit A attached hereto and incorporated by
reference to assist in the development of each Proposal. The Parties shall
specify in each Statement to Team whether to propose their respective
Services jointly (each, a "Joint Contractor") or one party will lead the
Proposal development effort ("Prime Contractor") and the other party will
assist in the development of a Proposal ("Subcontractor"). In addition to
the responsibilities of the Parties during the preparation of the
Proposal, the Statement to Team shall include the proposed scope of the
products and services (collectively "Services") to be provided by each
Party in the event that the Prime Contractor or the Joint Contractors are
awarded the Contract. The Parties may amend the Statement to Team to
reflect clarification of the proposed Services any time prior to final
Proposal submission.
1.2 Each party shall cooperate to (1) prepare the Proposal for the Project,
and (2) secure the Contract for the Project.
1.3 The Subcontractor shall submit to the Prime Contractor, or the Joint
Contractors shall cooperate to coordinate, all necessary technical and
business data and information concerning its proposed portion of the
Project, including pricing data, for use in preparation of the Proposal.
Each Party shall make available appropriate and high-quality personnel to
provide reasonable assistance to prepare the Proposal. Neither Party may
remove the key personnel identified in the Statement to Team from the
Proposal preparation effort without the other Party's prior written
consent.
1.4 Prime Contractor or the Joint Contractors, as applicable, shall prepare
the Proposal, integrate the information provided by the Subcontractor or
other Party and submit the Proposal to the Customer. The Proposal shall
reflect each Party's price for its proposed portion of the Project in the
Proposal. The Prime Contractor or Joint Contractors have responsibility
for the content of the Proposal but agrees to consult with the other Party
on all matters concerning the portion of the Project to be performed by
such Party prior to submission of the Proposal to the Customer.
1.5 The Proposal shall identify the nature of the relationship between the
Parties as Prime Contractor and Subcontractor or Joint Contractors and
describe each Party's Project responsibilities in the Proposal. In the
event of Contract award, Prime Contractor or Joint Contractors shall work
to secure Customer approval of the Subcontractor as a subcontractor or a
contractual agreement with the other Party. The Prime Contractor will have
access to all necessary information relating to the Subcontractor's
portion of the Project.
1.6 Prime Contractor or each Joint Contractor respectively shall handle
contract negotiations with the Customer. Subject to Customer approval,
Subcontractor will have an opportunity to be present at meetings with the
Customer related to Subcontractor's proposed portion of the Project.
1.7 Prime Contractor will consult with and obtain the concurrence of the
Subcontractor prior to making any Proposal change relating to the
Subcontractor's proposed portion of the Project.
1.8 Prime Contractor will keep the Subcontractor advised of all changes in the
Customer's requirements.
1.9 Prime Contractor or Joint Contractors will submit the Proposal and use
their best commercial efforts to obtain the contract award, including
participation in oral presentations and preparation of best and final
offers. The Subcontractor will assist in such effort as the Prime
Contractor may reasonably require.
1.10 In the event of a Customer contract award to the Joint Contractors, each
Party shall be solely responsible for securing a separate Contract for
such Party's Services with Customer. The Joint Contractors will work
together to coordinate Contract negotiations upon Customer request.
2. SUBCONTRACTING
2.1 If the Prime Contractor is awarded a Contract, then Subcontractor and the
Prime Contractor shall mutually agree upon and execute a Statement of Work
substantially in the form of Exhibit B attached hereto and incorporated by
reference. The Services to be provided under the Statement of Work shall
be consistent with those described in the Statement to Team.
2.2 Under the general supervision and direction of Prime Contractor,
Subcontractor will, through the employees designated in the Statement of
Work, perform, the Services and such employees shall not be removed from
the work without Prime Contractor's prior written consent. Subcontractor
will provide appropriate and high quality technical personnel to perform
the Services on the Project. If Prime Contractor notifies Subcontractor of
Prime Contractor's or Customer's dissatisfaction with any Subcontractor
personnel, Subcontractor will, upon request, replace such personnel with
other qualified personnel.
2.3 Changes in the scope of the Services shall only be made with the agreement
of both Parties. Neither Party shall have any obligation to commence work
in connection with a change until the Parties have agreed in writing to
the scope of the change and any fee and/or schedule adjustment.
2.4 Subcontractor agrees to use its best efforts to complete all projects and
assignments by the due date(s) specified in the Statement of Work.
2.5 Prime Contractor will have final decision making authority in connection
with the Project. Decisions in areas related to the Statement of Work will
be made in consultation with the Subcontractor.
2.6 Subcontractor will discuss all issues, recommendations and decisions
related to the Services under the Statement of Work with the Prime
Contractor prior to joint Prime Contractor and Subcontractor discussions
with the Customer.
2.7 All contacts with the Customer shall be the responsibility of the Prime
Contractor. Any contacts made by Subcontractor with the Customer shall be
only with the full knowledge, prior concurrence and participation of the
Prime Contractor.
2.8 The Services performed under the Statement of Work by the Subcontractor
shall be performed in a good and professional manner and in accordance
with this Master Agreement. Services not in compliance with the foregoing
shall be reperformed by the Subcontractor at no additional cost to the
Prime Contractor provided the Prime Contractor notifies the Subcontractor
of any non-compliance within thirty (30) days from delivery of the
nonconforming Service. EXCEPT AS EXPRESSLY SET FORTH IN A STATEMENT OF
WORK OR EXHIBIT C, THE PRECEDING IS SUBCONTRACTOR'S ONLY WARRANTY
CONCERNING THE SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER
WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR
OTHERWISE.
2.9 Except as the parties may otherwise expressly agree in the Statement of
Work, Subcontractor shall have and retain all right, title and interest
(including all intellectual property rights) in all ideas, concepts,
know-how, designs, technology and documents and any other tangible
material developed by Subcontractor, its employees or agents under a
Statement of Work. The tangible material developed hereunder by the
Subcontractor shall hereinafter be referred to as the "Work Product."
Subcontractor shall, as its option, grant to Customer a nonexclusive,
nontransferable, perpetual license to use the Work Product for its
internal use or grant to Prime Contractor the right to sublicense the Work
Product to the Customer. Any commercial product of the Subcontractor which
is provided pursuant to a Statement of Work shall be licensed according to
the terms of the Subcontractor's end user license agreement.
2.10 Subcontractor will defend at its expense and indemnify and hold Prime
Contractor and its End Users harmless from any action brought against
Prime Contractor or its End User or which Prime Contractor must defend
pursuant to any indemnity with an End User to the extent that such action
is based upon a claim that the Services or Work Product infringes a
patent, copyright, trade secret, or other proprietary right of any third
party. Subcontractor will pay all costs and damages awarded against Prime
Contractor or its End User in such action which are caused by such claim.
Prime Contractor or its End User at its expense may participate in
Subcontractor's defense of any such action through Prime Contractor's or
End User's own counsel. If the Services or Work Product become the subject
of a claim of infringement, Subcontractor will either (a) procure for
Prime Contractor for its End User the right to continue using the Services
or Work Product or (b) replace or modify the Services or Work Product to
make it non-infringing. Subcontractor's obligations under this paragraph
2.10 are contingent upon Prime Contractor or its End User promptly
notifying Subcontractor in writing of the claim and allowing Subcontractor
to defend or settle such claim and upon Prime Contractor's or its End
User's providing affiliate with all reasonable assistance in defending or
settling such claim. Subcontractor's obligation under this paragraph 2.10
apply only to the Services and Work Product as provided by Subcontractor,
unmodified by any other party, other than Subcontractor, and do not apply
to any claim of infringement which results from Subcontractor's compliance
with Prime Contractor's or End User's designs.
2.11 Subcontractor will invoice Prime Contractor for Services rendered on a
monthly basis or as otherwise set forth in the Statement of Work. Invoices
must be accompanied by as much detail as the Parties determine in their
reasonable judgment. Invoices for Services performed in accordance with
this Master Agreement will be paid within thirty (30) days of invoice
date.
2.12 Prime Contractor will reimburse the Subcontractor for all reasonable
Project related expenses incurred in providing the Services. If specified
in the Statement of Work, Subcontractor will xxxx for expenses within
sixty (60) days after incurring same and no expenses will be billed later
than sixty (60) days from completion of the Services. Invoices for
expenses will be paid within thirty (30) days of invoice date.
2.13 Prime Contractor agrees to pay when due all taxes of any nature assessed
by any federal, state or local governmental authority based on the
transactions hereunder, except for taxes based on Subcontractor's net
income.
2.14 Notwithstanding any other provision of this Master Agreement to the
contrary, Subcontractor agrees that the Services shall be performed in
accordance with those provisions of the Contract identified in Exhibit C,
attached hereto and incorporated herein by reference.
2.15 During the term of a Statement of Work and for a period of three (3) years
from the expiration or termination thereof, Subcontractor shall maintain
books and records relevant to the charges and, if applicable, the hours
worked, and upon the Prime Contractor's request, shall allow Prime
Contractor to inspect such books and records.
3. RELATIONSHIP OF THE PARTIES
3.1 The Parties shall act as independent contractors in the performance of
this Master Agreement. Neither Party shall act as agent for or partner of
the other Party for any purpose whatsoever, and the employees of one shall
not be deemed the employees of the other party.
3.2 Nothing in this Master Agreement shall be construed to grant either Party
the right to make commitments of any kind for or on behalf of the other
party without the prior written consent of the other Party.
3.3 If agreed to by the Parties in the Statement to Team, neither Party may
bid on or solicit from any other firm the work included in Subcontractor's
proposed portion of the Project.
3.4 If agreed to by the parties in the Statement to Team, Subcontractor shall
not bid as a prime contractor or as a subcontractor to or joint venture
with any other firm which is preparing a proposal for a Project. It is
understood, however, that either Party may participate in such Project
with another firm in the event such firm is awarded the Contract.
Notwithstanding any exclusivity which may be agreed to by the parties
under a Statement to Team, Comdisco reserves the right to provide
financing to any third party to be used in connection with such party's
proposal.
3.5 Subcontractor shall not subcontract to third parties any portion of its
responsibilities without prior written consent of the Prime Contractor.
3.6 Each Party will bear all of its own costs and expenses relating to the
preparation of the Proposal. Fees and expenses related to the Services
under a Statement of Work when Prime Contractor is awarded a Contract will
be as specifically set forth in the Statement of Work.
3.7 If the Prime Contractor is awarded a Contract, the Subcontractor may not
issue a news release, public announcement, advertisement or any other form
of publicity concerning its role in the Project without the prior written
permission from the Prime Contractor.
4. CONFIDENTIAL INFORMATION
The Nondisclosure Agreement between the Parties dated December 20, 1996 is
incorporated herein by reference. In addition, the Parties acknowledge that they
will have access to confidential and proprietary materials and information of
the Customer. The Parties agree that all such materials and information of the
Customer, in any form, disclosed in connection with this Master Agreement will
be deemed to be Confidential Information, as defined in the Nondisclosure
Agreement.
5. TERM
This Master Agreement is effective upon execution by both Parties and continues
in effect for a period of two (2) years, provided, however, either Party may
terminate this Master Agreement upon sixty (60) days' prior written notice. The
two (2) year term of this Master Agreement may be renewed for successive one
year terms upon the written consent of both Parties. With respect to any
Statement to Team or Statement of Work, the performance of which extends beyond
the termination of this Master Agreement, the provisions of this Master
Agreement applicable to the performance of the Statement to Team or Statement
of Work, will be deemed to survive the termination of this Master Agreement and
continue in effect for the purpose of the performance of the Statement to Team
and Statement of Work.
6. TERMINATION
6.1 A Statement to Team shall terminate upon the happening of the first to
occur of the following events:
a. Notice from the Customer that it will not award a
Contract for the Project pursuant to the Request
for Proposal;
b. Notice from the Customer of award of a Contract
for the Project to other than the Prime Contractor or
one or both of the Joint Contractors;
c. Notice from the Customer either disapproving the
Subcontractor as a subcontractor, either Party as a
Joint Contractor, or requiring selection of a third
party as a subcontractor or joint contractor for the
portion of work identified as the other Party's
responsibility in the Proposal;
d. Award of a Contract to Prime Contractor or either
Joint Contractor;
e. Material modification of Project requirements by
the Customer to the extent the Parties mutually agree
not to team for such Project;
f. Inability of the Parties to execute a Statement or
Work within thirty (30) days of Contract award by a
Customer if either Party gives notice of termination
at the end of such thirty (30) days or thereafter;
g. The expiration of thirty (30) days from the date
of the Statement to Team, unless otherwise extended
by the mutual written agreement of the Parties;
h. The insolvency, bankruptcy, reorganization under
bankruptcy laws, or assignment for the benefit of
creditors, of either Party;
i. Material breach of this Master Agreement; or
j. Mutual agreement of the Parties to terminate the
Statement to Team.
6.2 Prime Contractor may terminate a Statement of Work (i) upon failure of
Prime Contractor to consummate a Contract with Customer, or (ii) upon
termination of the Contract or portion of the Contract pertaining to
the Subcontractor Services under the Statement of Work. In addition,
either Party may upon thirty (30) days' prior written notice terminate
a Statement of Work for a breach of any material term or condition;
provided the breaching Party shall not have cured such breach within
the thirty (30) day period.
7. INDEMNIFICATION AND INSURANCE
7.1 Each Party ("Indemnitor") agrees to indemnify and hold the other Party
("Indemnitee") harmless from and against any and all claims, loss,
liability, damages, judgments, expenses and costs, including reasonable
attorneys' fees, (individually or collectively, a "Liability"), for
injury or damage to real and/or tangible personal property or persons,
including wrongful death incurred while performing the Services and
arising out of or caused by the negligent acts or omissions or willful
misconduct of the Indemnitor, its agents, servants, or employees,
except to the extent that a Liability was caused by or arose out of the
negligent acts or omissions or willful misconduct of the Indemnitee,
its agents, servants or employees.
7.2 Each party will provide the other with a certificate of insurance,
evidencing compliance to the following requirements, prior to work
beginning under a Statement of Work, and prior to each insurance
renewal. Insurance limits noted below are minimum policy limits only,
and do not limit a party's responsibilities. Failure by a party to
review the other party's certificate of insurance will not be
considered a waiver by that party of the other party's contractual
requirements to provide insurance, as set forth below.
a. General Liability including products
liability/completed operations and blanket
contractual coverages, in the following minimum
amounts:
$1,000,000 each occurrence;
$2,000,000 general aggregate;
$2,000,000 products liability/completed operations aggregate.
b. Automobile Liability, including coverage for all
owned, hired, and non-owned vehicles, in the minimum
amount of $1,000,000 combined single limit, each
accident.
c. Workers' Compensation and Employer's Liability in the
following minimum limits:
Workers' Compensation - Statutory
Employer's Liability - $100,000 each employee, $500,000 disease policy
limit, $100,000 disease each employee ($100,000/$500,000/$l00,000).
d. Excess Liability or Umbrella Liability in the
following minimum limits:
$5,000,000 each occurrence;
$5,000,000 aggregate.
e. Excess or Umbrella Liability insurance will, at a
minimum, provide additional insurance for general
liability, automobile liability, and employer's
liability.
f. Errors and Omissions (Professional Liability) in
the minimum amount of $1,000,000 each error and
$1,000,000 policy aggregate.
g. Each party's certificate of insurance will
specifically note the following, as applicable, in
addition to the above coverages and minimum limits:
Certificate Holder, as appropriate:
Comdisco, Inc. Meta4, Inc.
000 X. Xxxxx Xxxx 00-00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Additional Insured:
"Certificate Holder, its officers, directors, and
employees are named additional insureds for general
liability, automobile liability, and excess or
umbrella liability insurance."
Waiver of Subrogation:
"Each policy of insurance noted above waives all
right of subrogation against Certificate Holder, its
officers, directors, and employees, and Certificate
Holder's subsidiary and affiliated companies, and
their respective officers, directors, and employees."
Primary Insurance:
"Each policy of insurance noted above is primary, and non-contributory to any
insurance or self-insurance of Certificate Holder, or Certificate Holder's
subsidiary and affiliated companies."
Cancellation Section:
The cancellation section of the certificate of insurance will be amended by
providing both:
1. A minimum thirty (30) day advance notice of
cancellation, nonrenewal, reduction in
policy limits, or other change adverse to
Certificate Holder;
2. Additionally, the phrase "endeavor to" and
the last two lines beginning with "but
failure to mail" will be deleted from the
standard Xxxxx form certificate of
insurance.
8. LIMITATION OF LIABILITY
The limit of each Party's liability in any manner related to this Master
Agreement, for any and all claims shall not in the aggregate exceed the fees
paid by the Customer to such Party with respect to the work involved in such
claim, but in any event not to exceed $500,000.00. In no event shall either
Party be liable for consequential, incidental or punitive loss, damage or
expenses (including lost profits or savings) even if it has been advised of
their possible existence.
9. ASSIGNMENT
Neither this Master Agreement nor any of the rights or obligations thereunder
may be assigned, delegated, or otherwise transferred by either Party, in whole
or in part, without the other Party's prior written consent.
10 MISCELLANEOUS
10.1 Any notices will be in writing and sent by certified U.S. Mail,
postage prepaid, return receipt requested, and addressed to the
Parties as follows, or as otherwise designated by written notice from
one Party to the other:
Meta4, Inc. Comdisco, Inc,
00-00 Xxxxxx Xxxxxx 0000 X. Xxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attn: Attn: General Counsel
Any notice given pursuant to this Article will be effective three (3)
days after the day it is mailed or upon receipt, whichever is earlier.
10.2 This Master Agreement and its Exhibits may be executed in duplicate
counterparts and each such counterpart will be an original and both
together will constitute one and the same document.
10.3 This Master Agreement will be governed by and construed in accordance with
the law of the State of Illinois without regard to its conflict of laws
provisions.
10.4 Headings are for convenience only and will not be used to interpret the
terms of this Master Agreement.
10.5 The invalidity, in whole or in part, of any Article or paragraph of this
Master Agreement will not affect the validity of the remainder of this
Master Agreement.
10.6 This Master Agreement and its Exhibits constitute the entire understanding
and agreement of and between the Parties regarding the subject matter, and
supersedes any prior or contemporaneous representations and agreements,
verbal or written. It may not be modified, except in writing, executed by
an authorized representative of each Party.
10.7 The rights and obligations provided by paragraphs 1.10, 2.8, 2.9, 2.13, 4,
5, 7.1, 8 and 10.8 will survive the termination of this Master Agreement.
10.8 If there is any dispute or litigation as a result of this Master
Agreement, the prevailing party will be entitled to reasonable attorneys'
fees.
10.9 No dispute under this Master Agreement may be brought before any judicial
or quasi-judicial entity unless the Party aggrieved notifies the other
Party of the claim and attempts to resolve the dispute as follows. Upon
notification of a dispute or claim, representatives of each Party will
meet within sixty (60) days of notification to attempt to resolve, the
dispute in good faith. Prior to the meeting, the Parties will investigate
the circumstances of the dispute. The representatives will attend the
dispute resolution meeting with reasonable authority to resolve the claim.
If there is no resolution of the dispute by this means, or the
non-aggrieved Party refuses to cooperate, the aggrieved Party may then
take any steps it so desires.
10.10 Neither Party shall be liable for any failure or delay in its performance
under this Master Agreement due to causes beyond its reasonable control,
including, but not limited to, acts of God, acts of civil or military
authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage,
labor shortages or labor disputes, and governmental actions; provided that
the delayed Party (i) gives the other Party prompt written notice of such
cause; and (ii) uses its reasonable efforts to correct such failure or
delay in its performance.
The duly authorized representatives of the parties have executed this Master
Agreement as of the date first set forth above.
META4, INC. COMDISCO, INC.
By: By: Xxxxx X. Xxxxxx
Title: Title: Sr. Vice President, CCS
Date: ____________________ Date: ____________________
EXHIBIT A
STATEMENT TO TEAM DATED ________________TO
THE MASTER AGREEMENT DATED______________
BETWEEN COMDISCO, INC. AND
------------------------------------
Customer:
Prime Contractor:
Subcontractor:
Joint Contractors:
Proposal Due Date:
1. By signing this Statement to Team, the parties agree to develop a Proposal
and to propose the Services which would be the basis for negotiation of a
subcontract agreement in the event Subcontractor's that the Prime
Contractor is awarded the Contract for the Project.
2. Responsibility of Prime Contractor during development of a Proposal:
3. Responsibility of Subcontractor during development of a Proposal:
4. Subcontractor proposed Services, fees and expenses:
5. Key Personnel:
6. Special Terms:
This Statement to Team is issued pursuant to the Master Agreement identified
above. All of the terms and conditions of the Master Agreement are incorporated
in and made a part of this Statement to Team. In the event of any conflict
between the Statement to Team and the Master Agreement the Statement to Team
shall govern.
META4, INC. COMDISCO, INC.
By:____________________________ By: Xxxxx X. Xxxxxx
____________________________
Title:_________________________ Title: Sr. Vice President, CCS
___________________________
Date: _________________________ Date:____________________________
EXHIBIT B
STATEMENT OF WORK DATED ________
TO THE MASTER AGREEMENT DATED________
BETWEEN COMDISCO, INC. AND
---------------------------
1. Customer:
2. Term: This Statement of Work shall be effective as of the date first
written above and shall continue for a period of _______ unless sooner
terminated as provided for in the Master Agreement.
3. Contract Performance: Subcontractor agrees to perform the following
Services:
(a) Description of Services
(b) Time for Completion
(i) Subcontractor will use best efforts to complete the
Services according to the following schedule:
Description Date Due
----------- --------
(ii) A Prime Contractor and Subcontractor representative
will meet one time each week [month] at an agreed upon
time to discuss the progress of the Services and the
Project.
(c) Fees
(i) Payment for the Services will be as follows:
Description Fee
----------- -----
Total Fee $_________
(d) Expenses
4. Key Personnel:
5. Special Terms:
This Statement of Work is issued pursuant to the Master Agreement identified
above. All of the terms and conditions of the Master Agreement are incorporated
in and made a part of this Statement of Work. In the event of any conflict
between the Statement of Work and the Master Agreement, the Statement of Work
shall govern.
META4, INC. COMDISCO, INC.
By:_________________________ By:___________________________
Title:______________________ Title:________________________
Date:_______________________ Date:_________________________
EXHIBIT C
FLOWDOWN PROVISIONS TO THE STATEMENT OF WORK
DATED ______________
ISSUED PURSUANT TO THE MASTER AGREEMENT
DATED _______________
BETWEEN COMDISCO, INC. AND META4, INC.
This Exhibit C is issued pursuant to the Statement of Work and the Master
Agreement identified above. All of the terms and conditions of the Master
Agreement are incorporated in and made a part of this Exhibit C. In the event of
any conflict between Exhibit C and the Master Agreement, Exhibit C shall govern.
META4, INC. COMDISCO, INC.
By:___________________________ By:___________________________
Title:________________________ Title:________________________
Date:_________________________ Date:_________________________
