Exhibit 10.4
Oracle Time and Materials Contract
Fast Forward ERP Development
Exhibit 10.4
FASTFORWARD
TIME AND MATERIALS
ENGAGEMENT CONTRACT
Customer Name: booktech.com
Customer Address: 603 Main Street
Winchester, MA 01890
This Engagement Contract ("EC") shall be governed by the terms of the RA
Services Agreement dated Nov. 15, 1999 (the "Agreement") between Booktech.com
("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 Services to implement the FastForward ERP
Oracle Application modules, specifically General Ledger,
Payables, Receivables, Purchasing, Order Entry, Inventory, Bills
of Materials and Work In Process (the "Project"). The scope of
Oracle's implementation services under this EC include:
Project Planning Present the FastForward workplan and
approach to the Customer's Project staff.
Quality Management Implement quality assurance processes to
validate that Services provided under this
EC conform to the FastForward Quality
Plan.
Project Management Implement the FastForward project
infrastructure to facilitate management,
tracking, reporting, and completion of
Project.
Business & Technical Record variances between Customer's
Analysis existing processes and the FastForward
functionality identified during
application configuration and setup.
System Design & Implement the standard functionality for
Configuration the FastForward ERP applications,
specifically General Ledger, Payables,
Receivables, Purchasing, Order Entry,
Inventory, Bills of Materials and Work In
Process.
Build Test System Provide a maximum of fifteen person days
guidance to the Customer's personnel
responsible for business test planning
and execution.
Support System Provide a maximum of five person days
Transition guidance to the Customer's personnel
responsible for planning system migration
and IT environment transition.
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Support Production Make production environment support assistance
available to Customer personnel through one
financial and operations business cycle.
Project Team Training Customer's project team will attend Fast Forward
ERP applications training through Oracle
Education. Training classes through Oracle
Education are not included in this EC.
Custom Modules The FastForward approach does not include
modifications to the applications; such
modifications are outside the scope of this EC.
Interfaces Interfaces to third party products are outside
the scope of this EC.
1.2 Applications for Implementation
The following table lists the Oracle Application modules to be implemented
under this EC. The implementation is planned for Release 11 of the Oracle
Applications. No Oracle Consulting Services are included in this EC for the
migration to future releases of Oracle Applications.
- --------------------------------------------------------------------------------
REF FastForward ERP Applications Versions
- --------------------------------------------------------------------------------
1. Oracle General Ledger R11
- --------------------------------------------------------------------------------
2. Oracle Accounts Payable R11
- --------------------------------------------------------------------------------
3. Oracle Accounts Receivable R11
- --------------------------------------------------------------------------------
4. Oracle Purchasing R11
- --------------------------------------------------------------------------------
5. Oracle Order Entry R11
- --------------------------------------------------------------------------------
6. Oracle Inventory R11
- --------------------------------------------------------------------------------
7. Oracle Bill of Materials R11
- --------------------------------------------------------------------------------
8. Oracle Work in Process R11
- --------------------------------------------------------------------------------
1.3 Hardware and Software
Implementation of the Oracle Applications listed in Section 1.2 above shall
be on one of the platform/operating system combinations listed below (one
platform/operating system must be checked prior to contract signing).
Sunsparc/3olwis
-----
X HP 9000/HP UX
-----
IBM RS 6000/AIX
-----
Digital/Unix
-----
Intel Platform/NT
-----
Customer accepts the feature set associated with the use of the
platform/operating system indicated above and will ensure compatibility of
all hardware, networking, and peripheral equipment that comprise the system
environment.
A minimum of three (3) separate system environments -- Test, Training, and
Production will be required for the Project. Customer will be responsible
for ensuring adequate hardware resources to support these technical
environments.
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2. Customer's Obligations
The Customer acknowledges that Oracle will implement standard functions
contained in the Oracle Applications, without customization. Accordingly,
in order to maximize its use of such functions, the Customer may be
required to tailor certain existing business processes to match standard
functionality in the Oracle Applications or adopt business processes
provided in the FastForward approach. In addition, Customer may be
required to defer the implementation of Oracle Applications modules not
listed in Section 1.2, interfaces, customizations and conversions, all of
which are outside the scope of this EC.
Customer will ensure that its Project team will participate to the level
required by the Project workplan; for example, all Customer Project
personnel will execute all established Project tracking procedures, such
as tracking and change management.
The Customer will provide the necessary technical environment to install
the Oracle Applications by due date defined in the workplan. Customer will
provide adequate systems support to the Project teams during the course of
the Project. This includes, but is not limited to, providing adequate
system backup, monitoring, and timing to ensure the integrity of the
environments.
Customer will ensure that Oracle consultants have reasonable access to all
Customer personnel with whom the Oracle consultants require interaction to
complete their assigned tasks. Customer will be responsible for
coordinating the availability of these persons upon request by Oracle and
within a reasonable time frame.
All hardware selection, purchase, installation, and maintenance will be
the sole responsibility of Customer. Customer is responsible for the
selection, purchase, and installation of any supporting equipment such as
printers, routers, network cabling, etc. Customer will ensure that
hardware configurations are sufficient to support anticipated transaction
volumes and data storage requirements.
Customer will be responsible for ensuring the availability and reliability
of the hardware, operating system, and network configuration prior to
installion of the Oracle Applications and for the duration of the Project.
Significant unavailability of computer resources could increase the fee
estimate set forth in Section B.2 and/or delay the progress of the
Project.
Customer will be responsible for development of organization-specific
end-user procedure manuals, as well as for documenting all new policies
and procedures. Upon Customer's request, Oracle Consulting Services will
provide assistance in suggesting format and content.
Customer's project team is responsible for attending Oracle Applications
classes which are offered by Oracle Education services and can be
contracted separately. Customer is responsible for all end-user training,
and Customer shall develop and implement a training plan that meets the
requirements of the Project work plan. Oracle Education Services is
available to assist Customer in developing and implementing such a plan
subject to the terms of a separate agreement between Customer and Oracle
Education Services.
Before work begins under this EC, Customer shall supply converted data
files in the format specified by Oracle and will ensure that the converted
data files are clean (e.g. free from viruses).
Customer will supply Oracle consultants with adequate workspace, computer
resources and normal business supplies for the duration of the Project.
Work space and resources include, but are not limited to, desks, PCs or
terminals, telephones, modem lines, copiers, printers, facsimile machines,
word processing, and spreadsheet software. In addition, Customer agrees to
provide any assistance, cooperation, and information reasonably necessary
to enable Oracle to provide Services.
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Oracle's ability to provide Services as set forth in this EC is
likely to be affected if Customer (including third parties working
on behalf of Customer) does not complete its obligations under this
EC in accordance with the dates set forth on the Project Work Plan
and Timeline. Customer will promptly notify Oracle if Customer is
unable to complete a task on schedule.
Customer acknowledges that Oracle's ability to provide Services as
set forth in this EC, as well as Project cost estimates and
schedules, may be affected if Customer does not perform its
obligations as set forth above.
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. Changes in scope to the FastForward ERP Project
are not permitted. The parties may mutually agree to address
customizations or other additional Services in a separate EC.
B. RATES AND PAYMENTS
1. Rates
For a period of one year from the Effective Date, the Services
specified above shall be provided at Oracle's standard FastForward
Engagement consulting rates in effect when the Services are
performed. Thereafter, Oracle and Customer shall agree in good faith
to rates for services performed under this EC.
The following are Oracle's standard FastForward Engagement
consulting rates based on the current US Price List as of the
Effective Date of this EC:
FastForward Engagement Hourly Rate Table
Consultant Level Hourly Rate
---------------- -----------
Sr. VP $399.75
Group VP $363.00
Reg'l VP $340.50
Sr. Practice Director $326.25
Practice Director $296.25
Practice Manager $281.25
Mg. Principal $237.00
Sr. Principal $237.00
Principal $207.75
Senior $170.25
Staff $148.50
Associate $111.00
Admin Assistant $ 43.50
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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 estimate for Services under this EC is two hundred
seventy six thousand dollars ($276,000.00). This estimate is
exclusive of taxes, expenses, materials, and software and is
provided for Customer's budgeting and Oracle's resource scheduling
purposes. Once fees for Services reach this estimate, Oracle will
cooperate with Customer to provide continuing Services on a T&M
basis.
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) are not included in
the rates set forth above and will be invoiced separately.
C. ADDITIONAL TERMS
1. Rights to Developments
Oracle grants Customer a perpetual, non-exclusive, non-transferable,
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. Warranty
Oracle warrants that the Programs listed in Section 1.2, upon
installation by Oracle as described in this EC, will comply with the
following millennium compliance statement when used according to the
documented instructions. The definition of compliance is the ability
to:
a. correctly handle date information before, during and after 1
January 2000, accepting date input, providing date output and
performing calculation on dates or portions of dates;
b. function according to the Documentation, during and after 1
January 2000 without changes in operation resulting from the
advent of the new century, assuming correct configuration;
c. where appropriate, respond to two digit date input in a way
that resolves the ambiguity as to century in a disclosed,
defined and predetermined manner,
d. store and provide output of date information in ways that are
unambiguous as to century;
e. manage the leap year occurring in the year 2000, following the
quad-centennial rule.
Any breach of this warranty is subject to the exclusive remedies of
Section 5.3 of the Agreement.
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Customer acknowledges that all data conversions and data loading are
outside the scope of this EC. Customer understands that
characteristics of Customer's data, procedures used to convert,
format, or load Customer's data, and/or use of the Program in
combination with certain hardware and/or third party software, may
result in the inability of the Programs installed under this EC to
operate as warranted above. Accordingly, Oracle shall have no
liability whatsoever for any noncompliance with the warranty set
forth above resulting from: (i) characteristics of Customer's data
and/or procedures used to convert, format, or load Customer's data,
and/or (ii) use of the Programs in combination with certain hardware
and/or third party software unless specifically recommended by
Oracle in writing.
BOOKTECH.COM: ORACLE CORPORATION:
Signature: /s/ Morris A. Sheppard Signature: /s/ Renee Antao
-------------------------- --------------------------
Name: Morris A. Shepard Name: RENEE ANTAO
------------------------------- -------------------------------
Title: Chairman & CEO Title: Contracts Manager
------------------------------ ------------------------------
Effective Date: 8-23-99
---------------------
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PROJECT IDENTIFICATION ATTACHMENT
Oracle Project ID No. 300032034
--------------
Oracle Consulting Administrator:
Name: Joyce Prato
Address: 1100 Abernathy Road, Suite 1120
Atlanta, GA 30328
Telephone: (770) 351-3670
Fax: (770) 551-5568
Oracle Project Manager:
Name: Don Kisiday
Address: 1000 Winter Street
Waltham, MA 02154
Telephone: (781) 895-5215
Fax: (781) 684-7972
Customer Billing/Accounts Payable Contact:
Name: Ted Bernhardt
Address: 605 Main Street
Winchester, MA 01890
Telephone: (781) 729-6250
Fax: (791) 729-5936
Customer Project Manager:
Name: Ted Bernhardt
Address: 605 Main Street
Winchester, MA 01890
Telephone: (791)729-6250
Fax: (781)729-5936
Purchase Order No.
----------
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.
/s/
---------------------------------
By:
Customer Purchasing Agent
Tax Information
(1) Exempt (Attach Tax Exemption Form)
- ----
(2) Non-exempt
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