EXHIBIT 10.13
2BRIDGE
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into by
and between the customer whose name, address and other contact information are
set forth as Exhibit A hereto ("Customer"), and 0Xxxxxx ("0Xxxxxx"), with
offices at 000 Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000, as of
____________ (the "Effective Date"), and describes the terms and conditions
pursuant to which 2Bridge will provide certain professional services as defined
below.
In consideration of the mutual promises and upon the terms and conditions
set forth below, the parties agree as follows:
1. Definitions
-----------
1.1. "Application" means the software application to be developed by
2Bridge specifically for Customer at Customer's exclusive expense, in accordance
with the Specifications, through the use of the Software and other proprietary
programming tools of 2Bridge.
1.2. "Confidential Information" means this Agreement, its Exhibits and
any addenda hereto, all source code relating to the Application, the Software
and Documentation, the 2Bridge Tools, and all information, data, drawings,
benchmark tests, specifications, trade secrets, and any other proprietary
information supplied to one party by the other, including all items defined as
"confidential information" in any other agreement between Customer and 2Bridge,
whether executed prior to or after the date of this Agreement, or any
information identified in writing as proprietary and confidential when delivered
to the other party. Confidential Information shall not include information that
is: (i) publicly available, (ii) already in that party's possession and not
subject to a confidentiality obligation, (iii) obtained from third parties
without restrictions on disclosure or breach of a duty of nondisclosure by such
third party, (iv) independently developed by that party without reference to
Confidential Information, or (v) required to be disclosed by order of a court or
other governmental entity.
1.3. "Documentation" means any instructions, manuals, on-line help files,
or other materials regarding the use of the Application.
1.4. "2Bridge Tools" means all software programs of general applicability
not specific or identifiable to the Application, as well as all development
tools, software code modules, objects, subroutines, programming techniques,
interfaces, specifications, designs, processes, techniques, concepts,
improvements, discoveries, and inventions made or developed by 2Bridge, whether
or not in connection with the Services, and as they may be further developed in
the course of the development of the Application.
1.5. "Software" means the 2Bridge computer software program(s) to be
utilized hereunder, specified in Exhibit A attached hereto and incorporated
herein by reference.
1.6. "Specifications" means the written and approved specifications
submitted and agreed to by the parties. The Specifications, when completed,
shall be incorporated herein by reference.
2. Scope of Services
-----------------
2.1. Services. 2Bridge shall provide the professional services (the
--------
"Services") described in Exhibit B attached hereto, according to the milestone
schedule set forth in Exhibit C attached hereto (the "Schedule"), both as may be
amended from time to time by agreement of the parties. 2Bridge will retain the
sole and exclusive right to
-1-
control or direct the manner or means by which the Services are performed.
2.2. Change Orders. If Customer desires an addition, modification, or
-------------
change to the Specifications or the Application, other than a modification
pursuant to the Warranty set forth in Section 8.1, Customer shall submit such
request in writing authorizing such additional Services and setting forth the
schedule, additional costs, and personnel and other resources required for the
work to be performed (a "Change Order"). 2Bridge's acceptance and performance of
any Change Order will be subject to its having the technical capability and
qualified personnel to perform the work requested and to 2Bridge's acceptance of
Customer's estimate of additional costs and completion times. 2Bridge shall not
be obligated to perform any additional or different Services until it gives
Customer written acceptance of the Change Order.
2.3. Software. The Services will generally consist of enhancements or
--------
customizations to a current release of the Software, in accordance with the
Specifications. 2Bridge will not be responsible for the migration or re-
implementation of the Services or the Application for future releases of the
Software unless Customer separately contracts for such migration or re-
implementation.
3. Customer's Duties and Responsibilities
--------------------------------------
3.1. Data and Information. Customer shall make available in a timely
--------------------
manner at no charge to 2Bridge all computer facilities, data, programs, files,
documentation, artwork, graphics, or other information and resources required by
2Bridge for the performance of the Services. Customer will be responsible for,
and assumes the risk of any problems resulting from, the content, accuracy,
completeness and consistency of all such data, materials and information
supplied by Customer.
3.2. Equipment. Customer shall provide, at no charge to 2Bridge,
---------
services, and equipment (such as copies, fax machines, and modems) as 2Bridge
reasonably requires to perform the Services.
3.3. Notification. Customer shall promptly respond to all deliverables
------------
or reports requiring Customer acceptance, as well as all requests for
information or Customer materials submitted by 2Bridge. All materials submitted
by 2Bridge requiring such prompt response shall be prominently marked by 2Bridge
as a "Deliverable" and shall specify the time required for response by Customer.
Customer understands and agrees that time is of the essence in the performance
of this Agreement, and failure to cooperate or provide such approvals or
responses in the time required may result in delays or increased cost to
Customer for the Services.
4. Relationship of Parties
-----------------------
4.1. Independent Contractors. Each party will be and act as an
-----------------------
independent contractor and not as an agent or partner of, or joint venturer
with, the other party for any purpose related to this Agreement or the
transactions contemplated by this Agreement, and neither party by virtue of this
Agreement will have any right, power or authority to act or create any
obligation, expressed or implied, on behalf of the other party. Each party will
be responsible for the supervision, direction and control of its own personnel
and, except as otherwise set forth herein, shall bear its own costs and expenses
in connection with the Services.
4.2. Contact Person. Each party will appoint in writing an employee or
--------------
agent of such party to act as the "Contact Person" for all communication between
the parties related to the Services. The Contact Person will be responsible for
monitoring the status of the Services and will schedule regular meetings with
both technical and management personnel of each party to review the status of
the Services. The initial Contact Person for each Party is set forth in Exhibit
A hereto, and either party may change its Contact Person upon written notice to
the other.
4.3. Nonsolicitation. Customer acknowledges and agrees that the employees
---------------
and consultants of 2Bridge who perform the Services are valuable assets to
2Bridge and are difficult to replace. Accordingly, Customer agrees that, for a
period of six (6) months after the completion of the Services, it will not offer
employment as an employee,
-2-
independent contractor, or consultant to any 2Bridge employee or consultant who
performs any of the Services.
4.4. Services for Others. Customer understands and acknowledges that
-------------------
2Bridge performs and shall continue to perform services substantially similar to
the Services to other licensees of the Software, and nothing herein shall be
interpreted as restricting 2Bridge or any of its employees from performing such
services for third parties.
5. Fees and Payments
-----------------
5.1. Fees. Customer shall pay 2Bridge the fees set forth on Exhibit A
----
attached hereto and incorporated herein by reference. 2Bridge will invoice
Customer upon acceptance by Customer of each milestone set forth on Exhibit C
hereto. All payments for fees and expenses must be made within thirty (30) days
of the date of invoice, or shall then be considered overdue and subject to
interest as provided in Section 5.4 below. If the Customer's procedures require
that an invoice be submitted against a purchase order before payment can be
made, the Customer will be responsible for issuing such purchase order 30 days
before the payment due date.
5.2. Expenses. Customer shall reimburse all reasonable travel and other
--------
related expenses incurred by 2Bridge in performance of the Services.
5.3. Taxes. Customer shall pay or reimburse any and all federal, state,
-----
dominion, provincial or local sales, use, personal property, excise, or other
taxes, fees or duties arising from or related to this Agreement (other than
taxes based on 2Bridge's net income).
5.4. Interest. Customer shall pay 2Bridge a late fee of one and one-half
--------
percent (1.5%) per month, or the highest rate permitted by law, whichever is
less, on the outstanding balance of any fees or expenses not paid within thirty
(30) days of the date of invoice. However, nothing herein shall limit 2Bridge's
right to terminate this Agreement under Section 11.3. Customer shall reimburse
2Bridge for all reasonable costs incurred (including reasonable attorney's fees)
in collecting past due amounts.
5.5. Conflicting Terms. No terms, provisions or conditions of any
-----------------
purchase order or other business form or written authorization used by Customer
will have any effect on the rights, duties or obligations of the parties under,
or otherwise modify, this Agreement, regardless of any failure of 2Bridge to
object to such terms, provisions, or conditions.
5.6. No Offset. Fees and expenses due from Customer under this Agreement
---------
may not be withheld or offset by Customer for any reason.
6. Ownership of Work Product
-------------------------
6.1. Application.
-----------
(a) The Application has been specifically ordered and commissioned
by Customer. 2Bridge agrees that the Application, in its
entirety, is a "work made for hire" for copyright purposes, with
all copyrights in the complete Application owned by Customer.
(b) To the extent that the Application does not qualify as a work
for hire under applicable law, and to the extent that the
Application includes material subject to copyright, patent,
trade secret, or other proprietary right protection, 2Bridge
hereby assigns Customer, its successors and assigns, all rights,
title and interest in and to the Application including without
limitation all copyrights and equivalent rights in the
Application throughout the world, and in all renewals and
extensions of such rights that may be secured under the laws now
or hereafter in force and effect in the United States of America
or in any other country or countries.
-3-
(c) At Customer's expense, 2Bridge shall execute and deliver such
instruments and take such other action as may be requested by
Customer to perfect or protect Customer's rights in the
Application and to carry out the assignments contemplated in
subparagraph (b) of this section. In this regard, 2Bridge agrees
to cooperate with Customer in the filing and prosecution of any
copyright or patent applications that Customer may elect to file
on the Application. Customer acknowledges that 2Bridge has taken
no action to assist in the registration of the copyrights or the
Application and will do so only and when requested by Customer.
6.2. 2Bridge Tools.
-------------
(a) Notwithstanding the foregoing, 2Bridge shall own and retain all
right, title and interest in the Software, 2Bridge Tools, and
any technology developed by 2Bridge hereunder which is not
specifically part of the Application, including without
limitation all intellectual property rights therein. Customer
acknowledges and agrees that the Application will be based upon
the Software and that licenses from 2Bridge to use the Software
will be required for the operation of the Application. Such
licenses shall be on 2Bridge's standard terms and conditions for
such licenses and will be granted separately.
(b) License Grant. Subject to Customer's separate license of the
-------------
Software, 2Bridge hereby grants to Customer a nontransferable,
nonexclusive license to use the 2Bridge Tools solely in
connection with its authorized use of the Software and the
Application.
7. Maintenance and Support. Maintenance and support of the Application is the
-----------------------
sole responsibility of Customer. Maintenance and support of the Software may be
contracted for separately by Customer at 2Bridge's then current rates and terms.
8. Limited Warranty and Limitation of Liability
--------------------------------------------
8.1. Limited Warranty. 2Bridge warrants that for a period of ninety (90)
----------------
days from 2Bridge's completion of the Application (the "Warranty Period"), the
Application will conform to the Specifications. If the Application is
demonstrated not to conform to the Specifications during the Warranty Period,
2Bridge will, at 2Bridge's option, undertake to correct the Application so it
conforms with such Specifications, or, if in 2Bridge's sole discretion, the
foregoing is not commercially practicable, terminate this Agreement and refund
the fees paid pursuant to Section 5 above.
8.2. Exclusive Remedies. The foregoing are Customer's sole and exclusive
------------------
remedies for breach of warranty. The warranty set forth above is made to and for
the benefit of Customer only. The warranty will apply only if: (i) the Software
and the Application have been properly installed and used at all times and in
accordance with the instructions for use; (ii) no modification, alteration or
addition has been made to the Application by persons other than 2Bridge; (iii)
the breach of Warranty is not caused, in whole or in part, by code, designs, or
other materials supplied by Customer for inclusion in the Application; and (iii)
the underlying operating system, browser, web server, or web server software has
not been updated, replaced, or otherwise modified.
8.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, 2BRIDGE MAKES NO
----------
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE
APPLICATION, SOFTWARE, 2BRIDGE TOOLS, DOCUMENTATION, OR ANY MATERIALS OR
SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION ANY MAINTENANCE AND SUPPORT. WITHOUT
-4-
LIMITATION OF THE FOREGOING, 2BRIDGE SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERRUPTION
OF USE, AND FREEDOM FROM PROGRAM ERRORS WITH RESPECT TO THE APPLICATION,
SOFTWARE, 2BRIDGE TOOLS, DOCUMENTATION, AND OTHER MATERIALS AND SERVICES
DESCRIBED HEREIN. ANY BETA VERSIONS OF THE APPLICATION OR SOFTWARE PROVIDED TO
CUSTOMER ARE DELIVERED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES.
8.4. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS
-----------------------
AGREEMENT OR OTHERWISE, 2BRIDGE SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO
THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE
AGGREGATE OF THE FEES PAID TO IT HEREUNDER. IN NO EVENT SHALL 2BRIDGE BE LIABLE
TO ANY CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM THE USE OF THE APPLICATION, SOFTWARE, OR 2BRIDGE TOOLS OR
THE FAILURE OF ANY SUCH ITEMS TO PERFORM, OR FOR ANY OTHER REASON OR ON ANY
THEORY OF LIABILITY, EVEN IF 2BRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
8.5. Additional. THE PROVISIONS OF THIS SECTION 8 ALLOCATE RISKS UNDER
----------
THIS AGREEMENT BETWEEN CUSTOMER AND 2BRIDGE AND ARE A FUNDAMENTAL PART OF THE
BASIS OF 2BRIDGE'S BARGAIN HEREUNDER. 2BRIDGE WOULD NOT ENTER INTO THIS
AGREEMENT ABSENT SUCH LIMITATION. No action arising out of any breach or claimed
breach of this Agreement or transactions contemplated by this Agreement may be
brought by either party more than one (1) year after the cause of action has
accrued. For purposes of this Agreement, a cause of action will be deemed to
have accrued when a party knew or reasonably should have known of the breach or
claimed breach. No employee, agent, representative or affiliate of 2Bridge has
authority to bind 2Bridge to any oral representations or warranty concerning the
Application or the Software. Any written representation or warranty not
expressly contained in this Agreement will not be enforceable.
9. Indemnification for Infringement
--------------------------------
9.1. Indemnification. 2Bridge shall hold Customer harmless from
---------------
liability to third parties resulting from infringement by the Application of any
U.S. copyright or from misappropriation of any trade secret, provided 2Bridge is
promptly notified of any and all threats, claims and proceedings related thereto
and given reasonable assistance and the opportunity to assume sole control over
defense and settlement. 2Bridge will not be responsible for any settlement it
does not approve in writing. The foregoing obligations do not apply with respect
to the Application or portions or components thereof that are: (i) made in whole
or in part in accordance to Customer specifications or supplied to 2Bridge by
Customer for inclusion in the Application, (ii) modified after delivery by
2Bridge, (iii) combined with other products, processes or materials where the
alleged infringement relates to such combination, (iv) where Customer continues
allegedly infringing activity after being notified thereof or after being
informed of modifications that would have avoided the alleged infringement, or
(v) where Customer's use of Application is not strictly in accordance with this
Agreement. Customer will indemnify Company from all damages, settlements,
attorneys' fees and expenses related to any claim of infringement or
misappropriation excluded from Company's indemnity obligation by the preceding
sentence. In the event that Application is held or is believed by 2Bridge to
infringe, 2Bridge shall have the option, at its expense, to (i) modify the
Application to be non-infringing, (ii) obtain for Customer a license to continue
using the Application, or (iii) terminate this Agreement and refund to Customer
the amortized fees paid under
-5-
this Agreement for the development of the Application, depreciated on a
straight-line basis over a five (5) year period. THE FOREGOING STATES THE ENTIRE
LIABILITY OF 2BRIDGE AND CUSTOMER'S EXCLUSIVE REMEDIES WITH RESPECT TO
INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
10. Confidential Information.
------------------------
10.1. Treatment of Confidential Information. Each party hereto agrees
-------------------------------------
that it shall use Confidential Information solely in accordance with the
provisions of this Agreement. Neither party shall disclose the Confidential
Information of the other, or permit it to be disclosed, directly or indirectly,
to any third party both during the term of this Agreement and for a period of
five (5) years after termination hereof, without the other party's prior written
consent. Each party agrees to exercise due care in protecting the other's
Confidential Information from unauthorized use and disclosure.
10.2. Equitable Relief. In the event of actual or threatened breach of
----------------
the provisions of Section 10.1, the parties agree that the non-breaching party
will have no adequate remedy at law and will be entitled to immediate injunctive
and other equitable relief, without bond and without the necessity of showing
actual money damages.
11. Term and Termination
--------------------
11.1. Term. This Agreement will take effect on the Effective Date and
----
will remain in effect, unless earlier terminated in accordance with this
Agreement, until all of the Services have been completed and fees have been
paid.
11.2. Termination by Customer. This Agreement may be terminated by
-----------------------
Customer upon thirty (30) days' prior written notice to 2Bridge, with or without
cause, provided that no such termination will entitle Customer to a refund of
any portion of the fees paid by Customer to 2Bridge pursuant to Section 5 above.
In such event, Customer shall immediately pay 2Bridge all amounts due as of the
date of such termination for all work in progress.
11.3. Termination by 2Bridge. 2Bridge may, by written notice to
----------------------
Customer, terminate this Agreement if any of the following events ("Termination
Events") occur:
(a) Customer fails to pay any amount due 2Bridge within thirty (30)
days after 2Bridge sends an invoice to Customer for such
payment; or
(b) Customer is in material breach of any nonmonetary term,
condition or provision of this Agreement, which breach, if
capable of being cured, is not cured within thirty (30) days
after 2Bridge gives Customer written notice of such breach; or
(c) Customer (i) terminates or suspends its business, (ii) becomes
insolvent, admits in writing its inability to pay its debts as
they mature, makes an assignment for the benefit of creditors,
or becomes subject to direct control of a trustee, receiver or
similar authority, or (iii) becomes subject to any bankruptcy or
insolvency proceeding under federal or state statutes.
If any Termination Event occurs, termination will become effective
immediately or on the date set forth in the written notice of termination, and
Customer shall immediately pay to 2Bridge all amounts due as of the date of such
termination for all work in progress.
11.4. Survival. Any termination of this Agreement will not affect
--------
Sections 4.3, 6.1, 8, 9, 10, 11.4, 11.5, and 14, which shall survive the
termination or expiration of this Agreement. Section 6.2 shall survive the
expiration or termination of this Agreement for any reason other than a
Termination Event.
11.5. Return of Materials. Within thirty (30) days after the date of
-------------------
termination or discontinuance of this Agreement for any reason whatsoever, (i)
Customer shall return the Software, 2Bridge Tools,
-6-
and all copies of the foregoing, in whole or in part, all Documentation relating
thereto, and any other Confidential Information in its possession that is in
tangible form, and (ii) 2Bridge shall return all Confidential Information and
other proprietary materials of Customer in its possession. Notwithstanding the
foregoing, 2Bridge may retain a reasonable number of copies of the Application
solely for its archives and internal use.
12. Nonassignment/Binding Agreement. Neither this Agreement nor any rights
-------------------------------
under this Agreement may be assigned or otherwise transferred by Customer, in
whole or in part, whether voluntary or by operation of law, including by way of
sale of assets, merger or consolidation, without the prior written consent of
2Bridge, which consent will not be unreasonably withheld. 2Bridge may
subcontract or assign portions of its obligations and rights under this
Agreement. Any such subcontract or assignment by 2Bridge is subject to
Customer's consent, which consent shall not be unreasonably withheld or delayed.
Subject to the foregoing, this Agreement will be binding upon and will inure to
the benefit of the parties and their permitted successors and assigns.
13. Notices. Any notice required or permitted under the terms of this
-------
Agreement or required by law must be in writing and must be (a) delivered in
person, (b) sent by first class registered mail, or air mail, as appropriate, or
(c) sent by overnight air courier, in each case properly posted, fully prepaid
to the appropriate address set forth herein, and sent to the attention of the
appropriate Contact Person. Either party may change its address for notice by
notice to the other party given in accordance with this section. Notices will
be considered to have been given at the time of actual delivery in person, three
(3) business days after deposit in the mail as set forth above, or one (1) day
after delivery to an overnight air courier service.
14. Miscellaneous
-------------
14.1. Force Majeure. Neither party will incur any liability to the other
-------------
party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this Agreement if such delay or failure is caused, in
whole or in part, by events, occurrences, or causes beyond the control and
without negligence of the parties. Such events, occurrences, or causes will
include, without limitation, acts of God, strikes, lockouts, riots, acts of war,
earthquake, fire and explosions, but the inability to meet financial obligations
is expressly excluded.
14.2. Waivers; Enforcement. Any waiver of the provisions of this
--------------------
Agreement or of a party's rights or remedies under this Agreement must be in
writing to be effective. Failure, neglect, or delay by a party to enforce the
provisions of this Agreement or its rights or remedies at any time will not be
construed and will not be deemed to be a waiver of such party's rights under
this Agreement and will not in any way affect the validity of the whole or any
part of this Agreement or prejudice such party's right to take subsequent
action. No exercise or enforcement by either party of any right or remedy under
this Agreement will preclude the enforcement by such party of any other right or
remedy under this Agreement or that such party is entitled by law to enforce.
14.3. Severability. If any term, condition, or provision in this
------------
Agreement is found to be invalid, unlawful or unenforceable to any extent, the
parties shall endeavor in good faith to agree to such amendments that will
preserve, as far as possible, the intentions expressed in this Agreement. If the
parties fail to agree on such an amendment, such invalid term, condition or
provision will be severed from the remaining terms, conditions and provisions,
which will continue to be valid and enforceable to the fullest extent permitted
by law.
14.4. Entire Agreement. This Agreement (including the Exhibits,
----------------
Specifications, and any addenda hereto signed by both parties) contains the
entire agreement of the parties with respect to the subject matter of this
Agreement and supersedes all previous communications, representations,
understandings and agreements, either oral or written, between the parties with
respect to said subject matter, except as provided in Section 1.2 with respect
to the definition of "Confidential Information."
-7-
14.5. Conflicting Terms. No terms, provisions or conditions of any
-----------------
purchase order, acknowledgment or other business form that Customer may use in
connection with the acquisition or licensing of the Software will have any
effect on the rights, duties or obligations of the parties under, or otherwise
modify, this Agreement, regardless of any failure of 2Bridge to object to such
terms, provisions or conditions.
14.6. Amendment. This Agreement may not be amended, except by a writing
---------
signed by both parties.
14.7. No Export. Customer shall comply with all export laws and
---------
restrictions and regulations of the Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control ("OFAC"), or other
United States or foreign agency or authority, and shall not export, or allow the
export or re-export of the Application in violation of any such laws,
restrictions, or regulations. Customer shall obtain and bear all expenses
relating to any necessary licenses and/or exemptions with respect to the export
from the U.S. of all material or items deliverable by 2Bridge to any location.
Customer may not export or re-export the Application without 2Bridge's prior
written consent.
14.8. Publicity. Customer acknowledges that 2Bridge may desire to use
---------
its name in press releases, product brochures and financial reports indicating
that Customer is a customer of 2Bridge, and Customer agrees that 2Bridge may use
its name in such a manner, subject to Customer's consent, which consent shall
not be unreasonably withheld or delayed.
14.9. Governing Law; Jurisdiction. This Agreement will be interpreted
---------------------------
and construed in accordance with the laws of the State of California and the
United States of America, without regard to conflict of law principles or the
United Nations Convention on Contracts for the International Sale of Goods. For
any disputes arising out of this Agreement, the parties consent to the personal
and exclusive jurisdiction of, and venue in, the state or federal court of San
Francisco County, California.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
2BRIDGE CUSTOMER
By: By:
-------------------------------- ------------------------------
Name: Name:
------------------------------ ----------------------------
Title: Title:
----------------------------- ---------------------------
Date: Date:
------------------------------ ----------------------------
-8-
EXHIBIT A
---------
1. Customer:
--------
Company Name:
------------------------------------------------------
Address:
------------------------------------------------------
------------------------------------------------------
Phone:
------------------------------------------------------
Fax:
------------------------------------------------------
2. Fee for Services:
----------------
------------------------------------------------------
3. Contact Person:
---------------
Customer:
------------------------------------------------------
2Bridge:
------------------------------------------------------
-9-
EXHIBIT B
PROFESSIONAL SERVICES TO BE PROVIDED
STATEMENT OF WORK
This "Statement of Work" dated shall be subject to the terms
------------------
and conditions of the "Services Agreement" between 2Bridge, hereafter "2Bridge"
and , hereafter " ",
----------------------------- -----------------------------
dated .
-------------------
Project:
--------
1. Project Objective and Primary Deliverable:
2. Development Process: All Deliverables developed according to the three-phase
process outlined below. Key tasks will include to:
. Phase I: Define, Design & Development
--------------------------------------
Deliverables: 2Share server installed, configured, and populated with
templates.
. Phase II: Uploading sample documents and Training
-------------------------------------------------
Deliverables: Completed system with all Navigation & Graphics customization
complete; Design & deployment program documents completed.
. Phase III: Final Test & Quality Assurance
-----------------------------------------
Deliverables: System complete and customer-tested. Documents will include
User Guide supplement, System Management Guide, Final
design & deployment documents.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day
and year first above written.
2Bridge
-------------------------------------
"2BRIDGE" " "
-----------------------------------
By: By:
--------------------------------- ----------------------------------
Print Name: Print Name:
------------------------- -------------------------
Print Title: Print Title:
------------------------ ------------------------
-10-
