Exhibit 10.3
Oracle Time and Materials Contract
Student Portal Development
Exhibit 10.3
ORACLE(R)
TIME AND MATERIALS
ENGAGEMENT CONTRACT
Customer Name: xxxxxxxx.xxx
Customer Address: 00 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
This Engagement Contract ("EC") shall be governed by the terms of the Services
Agreement dated November 15, 1999 (the "Agreement") between xxxxxxxx.xxx
("Customer") and Oracle Corporation ("Oracle"). Oracle shall provide Services
under this EC only in the United States.
A. SERVICES
1. Oracle Obligations
1.1 Scope of Services
Oracle will provide the following Services to Customer:
Assist Customer in designing, developing, testing and deploying
Customer's Students' Portal web site to provide the following
capabilities:
o Search for a course pack by school, professor, course
title, course number, semester, etc., and search for an
article by author, book title, chapter title, ISBN, etc.
o Purchase course packs or individual articles available in
Customer's database.
o Specify any of the following delivery options for course
packs purchased: Print, Email, Digital download or Digital
Media (CD, ZIP).
o Pay by credit card or chock for purchases.
o Interact and Transact with Oracle Applications.
o Send email to customers to confirm receipt of orders placed.
o Security Profiling.
2. Customer's Obligations
Customer acknowledges that its timely provision of and access to
office accommodations, facilities, equipment, assistance,
cooperation, complete and accurate information and data from its
officers, agents, and employees, and suitably configured computer
products (collectively, "Cooperation") are essential to performance
of any Services as set forth in this EC. Oracle shall not be
responsible for any deficiency in performing Services if such
deficiency results from Customer's failure to provide full
Cooperation.
Customer acknowledges that the scope of Services defined in Section
1.1 above, and any estimate related to such Services, are
contingent on the following assumptions:
o Implementation or automation of a process to inform
xxxxxxxx.xxx's customers that the course pack(s) they have
reserved are now available and orderable is outside the
scope of this EC;
o Design and development of any reports on the Portal and
Enterprise Resource Planning ("ERP") data are outside the
scope of this EC.
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3. Project Management
3.1 Project Manager. Each party shall designate a Project Manager
who shall work together with the other party's Project Manager
to facilitate an efficient delivery of Services.
3.2 Change Orders. Any change in the specified Scope of Services
must be mutually agreed upon by the parties in writing. Oracle
consent should be obtained if any change in Customer
requirements, software or hardware will affect Oracle's
estimates. Oracle's standard Change Order Procedures may be
used to document these changes.
B. RATES AND PAYMENTS
1. Rates
For a period of one year from the Effective Date, the Services
specified above shall be provided at a 15% discount off Oracle's
standard consulting rates in effect when such Services are
performed. Oracle's standard consulting rates are listed in
Oracle's US Price List; those rates which are in effect as of the
Effective Date hereof are listed below for Customer's convenience.
Thereafter, Oracle and Customer shall agree in good faith to rates
for services performed under this EC.
The following are Oracle's Standard Hourly Rates based on the
current US Price List as of the Effective Date of this EC less the
discount specified above:
Consultant Level List Rate 15% Discount Extended Rate
---------------- --------- ------------ -------------
($/Hourly)
----------
Practice Director 395.00 59.25 335.75
Practice Manager 375.00 56.25 318.75
Technical Manager 375.00 56.25 318.75
Mng Principal 316.00 47.40 268.60
Sr Principal 316.00 47.40 268.60
Principal 277.00 41.55 235.45
Senior 227.00 34.05 192.95
Staff 198.00 29.70 168.30
2. Payment Type
The Services specified above are provided on a time and materials
("T&M") basis; that is, Customer shall pay Oracle for all of the
time spent performing such Services, plus materials, taxes, and
expenses. The fee estimate for labor performed under this EC is
Three Hundred Seventy Five Thousand Five Hundred dollars
($375,500.00); the estimate for travel and out of pocket expenses
is an additional Thirty Seven Thousand Five Hundred dollars
($37,500.00). These estimates and any other estimates related to
this EC are intended only to be for Customer's budgeting and
Oracle's resource scheduling purposes; these estimates do not
include materials or taxes. Once fees for Services reach the
estimate, Oracle will cooperate with Customer to provide continuing
Services on a T&M basis.
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3. Invoicing
All fees and expenses will be invoiced monthly and will be payable
within thirty (30) days of the date of invoice. Actual reasonable
travel and out-of-pocket expenses, tax, and Services provided by the
Oracle Education Services group, if any (including but not limited
to Organizational Change Management Services), or any group other
than Oracle Consulting, are not included in the rates set forth
above and will be invoiced separately.
4. Compensatory Tax
The parties acknowledge that temporary living reimbursements to
Oracle consultant(s) may be deemed compensatory under federal,
state, and local tax laws if a consultant's assignment in a
particular location will exceed or has exceeded one year. Where
reasonably possible, Oracle will plan with Customer to limit the
duration of a consultant's assignment in a particular location to
less than one year. If Customer's requirements are such that it
becomes necessary for a consultant's services in a particular
location to continue for a year or more and as a result such
consultant's living expenses are deemed compensatory for tax
purposes, then, Customer agrees to pay Oracle the amount of
additional compensation provided to such Oracle personnel to
compensate for taxes imposed therefor.
C. ADDITIONAL TERMS
1. Rights to Developments
Oracle grants Customer a perpetual, non-exclusive, non-assignable,
royalty-free license to use anything developed by Oracle for
Customer under this EC ("Contract Property"). Oracle shall retain
all copyrights, patent rights, and other intellectual property
rights to the Contract property.
2. Segmentation
Customer acknowledges that the Services acquired hereunder were bid
by Oracle separately from any Oracle program licenses. Customer
understands that it has the right to acquire Services without
acquiring any Oracle program licenses, and that Customer has the
right to acquire the Services and any Oracle program licenses
separately.
3. Relationship Between the Parties
Oracle is an independent contractor; nothing in this Agreement shall
be construed to create a partnership, joint venture, or agency
relationship between the parties. Except as provided under
"Compensatory Tax", each party will be solely responsible for
payment of all compensation owed to its employees, as well as
employment related taxes. Each party will maintain appropriate
worker's compensation for its employees as well as general liability
insurance.
xxxxxxxx.xxx: ORACLE CORPORATION:
Signature: /s/ Xxxx Xxxxxxxxxxx Signature: /s/ Xxxxx Xxxxx
--------------------------- ---------------------------
Name: Xxxx Xxxxxxxxxxx Name: XXXXX XXXXX
-------------------------------- --------------------------------
Title: Operations MGR Title: Contracts Manager
------------------------------- ------------------------------
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Effective Date: 4-14-00
------------------
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PROJECT IDENTIFICATION ATTACHMENT
Oracle Project ID No. 300042664
---------------
Oracle Consulting Administrator
Name: Xxx Xxxxxxxx
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: 000.000.0000
Fax: 000.000.0000
Oracle Project Manager:
Name: Xxxxx Xxxxxxxxxxxxxxxx
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: 000.000.0000
Fax: 000.000.0000
Customer Billing/Accounts Payable Contact:
Name: Xxxx Xxxxxxxxxx
Address: 00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Telephone: 000.000.0000
Fax: 000.000.0000
Customer Project Manager:
Name: Xxxx Xxxxxx
Address: 00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Telephone: 000.000.0000
Fax: 000.000.0000
Purchase Order No. OP 029
or
Purchase Order Exemption Acknowledgment:
Customer does not issue Purchase Orders for Services, however, Customer agrees
to pay for Services performed under this EC, as specified in the EC and/or
Agreement.
xxxxxxxx.xxx
---------------------------
By:
Customer Purchasing Agent
Tax Information
(1) Exempt (Attach Tax Exemption Form)
---
(2) Non-exempt
---
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