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August 12, 1999
Xx. Xxxxx Xxxxxxxxxxx
First Union National Bank
NC 1093
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxx Xxxxx 0000
Xxxxxxxxx, XX 00000-1093
Re: Engagement Letter
Dear Xxxxx,
This letter outlines the terms between Cysive, Inc. and First Union National
Bank for the performance of certain consulting services in connection with
planning and developing an On-Line Home Equity Banking application project (the
"Project"). At this time, the following provisions represent our entire and
exclusive agreement regarding our work on the Project. While this temporary
arrangement proceeds, both parties may negotiate a more detailed agreement to
supersede this letter, which shall become effective when signed by both parties.
Under this engagement, Xxxxxx will provide consulting resources, as mutually
agreed, on site at First Union facility in Charlotte, NC. The Project will begin
during the week of August 16, 1999, and continue through the end of October,
1999, or as otherwise mutually agreed. It is expected that Xxxxxx will begin The
Project with three engineers and will staff the Project according to the plan
that will be created as part of the Project, or as mutually agreed. Early
activities will be analyzing requirements, defining an appropriate architecture,
building a project plan, and preparing documentation to be used during
development. Tasks will include:
o Document a Use Case inventory
o Define and document a system architecture which will support
phase one of the Project
o Develop and document a project plan during the week of August 16.
The project plan will:
1. Be consistent with certain First Union practices, such
as use of Java, use of WebSphere, and the like
2. Determine the level of effort required and document a
staffing and resource plan
3. Document deliverables
4. Document a development and implementation schedule.
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First Union National Bank Page 2
Subsequent activities will be developing, testing, and implementing the defined
system. The system can be described as a flow module with interfaces to system
log files, databases, credit bureaus, and decision engines.
Tasks will include:
o Perform software development
o Prepare system documentation
o Plan and perform unit, integration, and system test
Through the course of the Project, the architectural plan or "blueprint" will be
analyzed and refined as more is learned about the requirements, the environment,
and the behavior of the system. Such refinements will define a scaleable
infrastructure capable of supporting enhancements over the long-term future of
the system.
Services shall be provided on a time and materials basis at the rate of $215 per
hour per engineer, plus out-of-pocket costs of travel and living expenses, which
will adhere to the attached First Union "Supplier Travel & Entertainment Expense
Policy," dated 7/30/98. Fees are due thirty (30) days from the date of invoice.
Xxxxxx will exercise best efforts to perform services competently and in a
workmanlike manner and will not knowingly infringe any third party rights. ALL
OTHER WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION AND
FITNESS ARE DISCLAIMED. Xxxxxx's direct damages are limited to the price paid,
and neither party shall be liable for indirect, incidental or consequential
damages. Remedies are solely and exclusively limited to repair, replacement or
refund.
Subject to payment, First Union will own all right, title and interest in any
custom work product we develop hereunder. Xxxxxx will continue to safeguard and
protect First Union's confidential and proprietary information during the term
of this engagement and at all times thereafter. Any amendment to these terms
will be in a writing signed by both parties.
If the foregoing is reasonably acceptable, please sign and return to Cysive. We
look forward to working with you on this Project.
Sincerely, Accepted: First Union National Bank
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx. By: /s/ Xxxxx Xxxxxxxxxxx
_______________________________ _______________________________
Xxxxxx Xxxxxxxxx, Xx. President
Date: 5/13/1999
_______________________________
