SOFTWARE DEVELOPMENT AGREEMENT
This Software Development Agreement (this "AGREEMENT") is entered
into as of February 24, 1997 between Software Technology International
("STI") and Client Server Programs Ltd. ("CSP").
RECITALS
A. Each party engages in research, development and consulting
activities in the field of software engineering.
B. STI has ongoing research, development and software engineering
projects for which it would like CSP to provide software consulting services
(the "PROJECTS"; each a "PROJECT"), which are or shall be described in
Exhibit A, as attached hereto and as amended by the parties from time to time.
AGREEMENT
The parties agree as follows:
1. DEFINITIONS. As used herein:
(a) The term "SOFTWARE" shall mean the results and products (interim
and/or final) of the consulting services performed by CSP, its employees or
representatives, for STI, whether pursuant to this Agreement or otherwise,
whether tangible or intangible, including, without limitation, each and every
invention, discovery, formula, trade secret, software program (including
without limitation, object source code, flow charts, algorithms and related
documentation), listing, routine, manual, specification, technique, product,
concept, know-how, or similar property, whether or not patentable or
copyrightable and whether or not embodied in any products, that are made,
developed, perfected, designed, conceived or first reduced to practice by
CSP, either solely or jointly with others, in the course and scope of the
consulting services performed under this Agreement or otherwise, including
all of the above that has come into being prior to the date of this Agreement.
(b) The term "CONFIDENTIAL INFORMATION" shall mean all information
developed by or disclosed or made available to CSP, its employees or
representatives, whether in connection with this Agreement or prior to the
date of this Agreement, which STI protects against unrestricted disclosure to
others and information which is developed by or for CSP specifically for STI
under this Agreement, including all Proprietary Information.
(c) The term "PROPRIETARY INFORMATION" shall refer to any and all
information or material of a confidential, proprietary or secret nature which
is or may be applicable to, or related in any way to: (i) the past, present
or future business of STI or of any corporation in control of STI (a
"PARENT") or any majority-owned subsidiary (a "SUBSIDIARY") of STI; (ii) the
research and development or investigations of STI or any Parent or any
Subsidiary; or (iii) the business of any client, supplier or customer of STI
or of any Parent or Subsidiary. Proprietary Information shall include,
without limitation, trade secrets, processes, formulas, data, know-how,
improvements,
inventions and techniques relating to the Projects and information pertaining
to customer lists, marketing plans and strategies, personnel directories and
files and information concerning customers or vendors of STI or any Parent or
Subsidiary.
2. ENGAGEMENT AND PERFORMANCE OF SERVICES.
(a) ENGAGEMENT. STI hereby engages CSP to perform software
engineering consulting services (the "SERVICES") in accordance with the terms
and conditions of this Agreement. This Agreement will govern all services
performed by CSP for STI, whether or not such services are Services as
defined in this Agreement.
(b) IDENTIFICATION OF PROJECTS AND SERVICES. EXHIBIT A contains a
description of the Projects for which CSP initially may perform Services
under this Agreement. In addition, STI may request specific consulting
services from CSP for individual tasks relative to these projects or for
tasks which are not related to any specific project. STI may also request
that CSP participate or undertake other Projects. Project work or specific
consulting services will be done by providing CSP with a detailed project
specification and Project/Work Approval Form that has been signed by an
authorized company representative. The Project/ Work Approval Forms and the
list of those who are authorized to approve projects are set forth as Exhibit
B (the "PROJECT/WORK APPROVAL FORM"). CSP may accept or decline each
additional Project or assignment at its discretion. Compensation for
additional Projects shall be on the terms set forth in Section 3, unless the
parties agree otherwise.
(c) PERFORMANCE STANDARDS. CSP shall perform the Services in
accordance with the specifications and project timetables and under the
direction of the STI Project Manager. The STI Project Manger will be
responsible for assigning tasks for each Project and will be the ultimate
evaluator of performance by a contract resource. Performance will be governed
by the terms and conditions set forth in Exhibit C.
(d) DELIVERY. CSP or its designates will deliver all interim and
final software products, including source code and other related materials
developed under this Agreement (the "SOFTWARE"), by ensuring that all current
and active project sources and materials are available from the Source Code
Repository Site (Star Team) on no less than a weekly basis. When the Source
Code Repository Site (Star Team) is not available, or otherwise at STI's
request, source code shall be delivered to STI or its designees in a standard
medium (disk, Zip Disk, CD, etc.).
(e) ACCESS SECURITY. CSP will, and will ensure that each of its
employees, contractors and agent will, comply with STI's security procedures
for control and management of source code or proprietary information and
access to STI's installation sites and computer equipment, as set forth in
Exhibit D, but shall not be responsible for any delays resulting from delays
in obtaining access.
(f) SUBCONTRACTING. With STI's consent, CSP may subcontract all or
part of the Services to be performed by CSP for STI, provided that all such
subcontractors must agree to and abide by terms and conditions substantially
similar to those contained in this Agreement. Further, CSP shall require all
such subcontractors to agree in writing that all of the work they perform for
CSP shall be owned by STI in accordance with the provisions of Section 6.
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(g) ACKNOWLEDGMENT OF PROPERTY RIGHTS. CSP shall require each of its
employees, contractors and agents who perform any part of the Services to
agree in writing that all of the Services he, she or it performs for CSP
shall be owned by STI in accordance with the provisions of Section 6.
3. PAYMENT.
(a) COMPENSATION FOR SERVICES; PAYMENT.
(i) CSP will be paid for the Services on an hourly-rate
basis, as specified in Exhibit E and any Project/Work Approval Form. Hourly
and other charges regarding a specific Project may be changed by agreement of
the parties upon 30 days notice. In no event will STI be obligated to pay CSP
for any Services not specifically identified in Exhibit A or a Project/Work
Approval Form.
(ii) CSP will submit invoices for Services performed on a
monthly basis, within 10 days of the end of each month. STI must notify CSP
within 5 (five) working days after the date it receives the invoice of any
disagreement with regard to the amount invoiced. If no notification of such
disagreement is received from STI during such period, the invoice will be
deemed accepted and shall be paid. STI will pay the amounts invoiced within
15 days of its receipt of the invoice. If an invoice is not paid on time, STI
will pay to CSP a late payment fee of 0.1% of the invoiced amount per day.
CSP will separately state the amount of any late payment fee on its next
invoice.
(b) REIMBURSEMENT OF EXPENSES. STI will not be obligated to pay to
CSP the amounts of any expenses incurred in connection with the Services or
otherwise unless such expenses are approved by STI in advance. CSP shall
report such agreed-upon expenses separately on a CSP invoice to STI.
(c) PURCHASES OF HARDWARE AND SOFTWARE. STI may request that CSP
purchase specific hardware or software necessary to perform the Services
under this Agreement. The cost of such purchase will be agreed upon in
advance by STI and reported separately on an CSP invoice to STI. STI will
reimburse CSP the agreed-upon cost of any such purchase.
4. TERM AND TERMINATION. This Agreement will continue in effect
until terminated by either party in writing; provided that such termination
will be effective on the last day of the sixth full calendar month following
the date on which the terminating party gives the other party written notice
of its intent to terminate this Agreement. If termination is initiated by
CSP, CSP will continue to perform the Services under this Agreement until the
date of the effectiveness of the termination, but monthly payments to CSP
will not be less than 50% of average amount paid for each of the three months
prior to CSP's notification of cancellation.
5. WARRANTIES. CSP warrants to STI as follows:
(a) CSP will provide highly skilled programming staff which is
experienced in programming for the Microsoft Windows operating systems and
major Database Management systems using different programming languages, and
possesses the additional expertise needed to perform the Services. CSP
acknowledges that STI is relying upon the skill and expertise of CSP for the
performance of the Services.
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(b) The Software will be of original development by CSP and will not
infringe upon or violate any patent, copyright, trade secret or other
property right of any third party. Third-party software will not be
incorporated in the Software without STI's prior written consent. If STI so
consents, it shall be STI's responsibility to secure any necessary licenses
for such third-party software.
(c) CSP will use its best efforts to make such additions,
modifications or adjustments to the Software as may be necessary to correct
in the shortest possible time any problems or defects in the Software or
related documentation discovered by CSP or reported to CSP by STI. This
warranty shall be null and void in the event that STI modifies any part of
the Software without the prior approval of CSP. CSP disclaims any warranties
of merchantability and fitness for a particular purpose.
6. PROPERTY RIGHTS. All right, title and interest in and to the
Software, and all products derived from the Software, shall at all times be
and remain the sole and exclusive property of STI. The Software and all
products developed by or for CSP for STI or derived therefrom, in the past or
under this Agreement, shall be deemed to be works made for hire. Any patents,
trademarks, copyrights or other intellectual property rights that may arise
in connection with any products developed by or for CSP for STI or derived
therefrom, in the past or under this Agreement, and all of the Software,
shall be in the name of, and, if necessary, will be assigned by or for CSP
and its employees and contractors to, STI. STI shall own all Proprietary
Information related to all of the Projects, and all Proprietary Information
created by or for CSP for or on behalf of STI prior to the effective date
hereof.
(a) CSP agrees to disclose promptly to STI any and all Software and
Proprietary Information, whether or not patentable and whether or not reduced
to practice, conceived or learned by CSP, its employees, contractors and
other agents, either alone or jointly with others, which relate in any manner
to the past, present or anticipated business, work, research or
investigations of CSP on behalf of STI or any Parent or Subsidiary.
(b) CSP further agrees to assist STI in every way (at STI's expense)
to obtain and, from time to time, enforce patents on and other intellectual
property rights in the Software in any and all countries. To that end, by way
of illustration, but not limitation, CSP shall cause its employees,
contractors and other agents to testify in any suit or other proceeding
involving any of the Software, execute all documents which STI reasonably
determines to be necessary or convenient for use in applying for and
obtaining patents thereon and enforcing the same, and execute all necessary
assignments thereof to STI or persons designated by it. CSP's obligation to
assist STI in obtaining and enforcing patents for the Software in any and all
countries shall continue beyond the termination of this Agreement.
(c) The parties acknowledge that all Software developed by or for
CSP in connection with each Project has been or is being created at the
instance of STI, and further agree that such Software shall be deemed a work
made for hire under the United States copyright laws and that STI shall have
the unlimited right to supervise and control CSP and to direct CSP as to all
aspects of the creation of such software. STI may alter such Software, add to
it, or combine it with any other work or works, in its sole discretion. All
original materials submitted by CSP to STI as part of the Software or as part
of the process of creating the Software, including, but not limited to,
source code, object code, listings, printouts, documentation, notes, flow
charts and programming aides, shall be the property of STI, whether or not
STI uses such material. No
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rights in any of the foregoing are reserved to CSP. In the event that any
such Software is determined by a court of competent jurisdiction not to be a
work made for hire under the United States copyright laws, this Agreement
shall operate as an irrevocable assignment of all original materials produced
by CSP for STI under this Agreement and of all copyrights of every kind in
such materials for the entire duration of the copyrights. No rights are
reserved to CSP under this assignment. The parties agree that this assignment
and any acts of STI undertaken for the purpose of securing, maintaining, or
preserving the copyright in such software pursuant to this assignment,
including recordation of this Agreement with the United States Copyright
Office, are only precautionary and shall not be considered in determining the
character of the software. CSP further agrees to forebear from asserting all
moral rights or comparable rights that CSP may have in such materials,
including without limitation, any right to prevent modification of the
materials, any rights to receive attribution of authorship, or any right to
control the materials.
(d) CSP agrees to keep and maintain adequate and current records of
all Software and Proprietary Information made, conceived, developed or
perfected relating to the Projects, and that such records shall be available
to, and remain the sole property of, STI at all times.
7. PROTECTION OF CONFIDENTIAL INFORMATION.
(a) CONFIDENTIALITY. CSP agrees with respect to any Confidential
Information developed by or disclosed to it hereunder:
(i) to use such Confidential Information only for the
purposes contemplated by this Agreement;
(ii) to use the same methods and degree of care to prevent
disclosure of such Confidential Information as it uses to prevent disclosure
of its own proprietary and confidential information, including marking all
confidential information in written or tangible form as "Confidential" and
reducing all confidential oral communications to writing and so marking each
such writing; and
(iii) to return any Confidential Information in tangible
form to STI at the request of STI and to retain no copies or reproductions
thereof.
(b) LIMITATIONS. CSP shall not be obligated to treat information as
Confidential Information if such information:
(i) is or becomes public knowledge without the fault of
CSP; or
(ii) is or becomes rightfully available to CSP without
confidential restriction from, or pursuant to a distinct development contract
with, a source not under STI's control; or
(iii) is independently developed by CSP without use of the
Confidential Information developed by or disclosed to CSP hereunder;
provided, however, that the burden of proof of such independent development
shall be upon CSP; or
(iv) is disclosed pursuant to court or government action;
provided, however, that CSP gives STI reasonable prior notice of disclosure
pursuant to such court or government action.
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8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT,
WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. EMPLOYMENT ISSUES.
(a) NON-HIRE. Neither party, nor any of their successors
and assignees, will hire or enter into any contract with an employee or agent
of the other party without the prior consent of the other party. This
provision will remain in effect for one (1) year after the cancellation date
of this Agreement.
(b) FINDER'S FEE. CSP will provide STI with assistance in
finding and training specialists in Belarus for employment by STI or its
associates. For each specialist that CSP finds and trains, STI will pay to
CSP $5,000, in two equal payments: $2,500 upon STI's hiring the specialist,
and $2,500 180 days after the date of such hiring. [PLEASE VERIFY THAT THIS
PROVISION IS CORRECT AS DRAFTED.] CSP will provide STI with all materials
proving the qualification and education of a specialist. At STI's request,
CSP will arrange for an interview of the specialist candidate with STI, at
STI's expense.
10. ASSIGNMENT. This Agreement shall bind and inure to the benefit
of the parties' respective successors and assigns.
11. MISCELLANEOUS PROVISIONS.
(a) GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California without regard to conflict of laws
principles. In any action or proceeding to enforce rights under this
Agreement, the prevailing party shall be entitled to recover costs and
attorneys' fees.
(b) NOTICES. All notices under this Agreement shall be in writing
and delivered personally or by facsimile, commercial overnight courier, or
certified or registered mail, return receipt requested, to a party at its
respective address set forth below:
STI:
STI
Prague, Czech Republic
CSP:
-------------------------
-------------------------
-------------------------
(c) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter herein and
merges and supersedes all prior discussions between them. No modification of
or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the party
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against whom it is to be enforced. Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon any
person other than the parties and the respective successors or permitted
assigns of the parties, any rights, remedies, obligations or liabilities
whatsoever.
(d) SEVERABILITY. If the application of any provision or provisions
of this Agreement to any particular facts or circumstances shall be held to
be invalid or unenforceable by any court of competent jurisdiction, then: (i)
the validity and enforceability of such provision or provisions as applied to
any other particular facts or circumstances and the validity of other
provisions of this Agreement shall not in any way be affected or impaired
thereby; and (ii) such provision or provisions shall be reformed without
further action by the parties hereto and only to the extent necessary to make
such provision or provisions valid and enforceable when applied to such
particular facts and circumstances.
(e) INDEPENDENT CONTRACTORS. The parties are independent
contractors, and nothing in this Agreement shall be construed to create a
joint venture or partnership.
(f) FORCE MAJEURE. A party will not be deemed to have materially
breached this Agreement to the extent that performance of its obligations or
attempts to cure any breach are delayed or prevented by reason of an act of
God, fire, natural disaster, accident, act of government, shortage of
equipment, materials or supplies beyond the reasonable control of such party,
or any other cause beyond the reasonable control of that party (a "FORCE
MAJEURE EVENT"); provided that the party whose performance is delayed or
prevented promptly notifies the other party of the nature and duration of the
force majeure event.
(g) COMPLIANCE WITH LAWS. Each party shall comply with all laws and
regulations applicable to it.
(h) DISPUTES AND REMEDIES. The parties agree to use their best
efforts to resolve any dispute that may arise under the Agreement through
good faith negotiations. No party shall commence any arbitration or
litigation in relation to this Agreement unless it has first invited the
chief executive or other responsible executive officer of the other party to
meet with its own chief executive or other responsible executive officer for
the purpose of endeavoring to resolve the dispute on mutually acceptable
terms.
Any dispute arising under the Agreement that cannot be settled by
negotiation between the parties shall be submitted to arbitration under the
rules of the [American Arbitration Association]. The decision of the
arbitrator shall be final. The parties shall continue to perform their
obligations under the Agreement as far as possible as if no dispute had
arisen pending the final settlement of any matter referred to arbitration.
Nothing in this clause shall preclude either party from taking steps
to seek immediate equitable relief before any court of competent
jurisdiction, if required.
(i) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one and the same
instrument. For purposes hereof, a facsimile copy of this Agreement,
including the signature pages hereto, shall be deemed to be an original.
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* * *
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IN WITNESS WHEREOF, the parties have executed and delivered this
Software Development Agreement as of the date first set forth above.
CLIENT SERVER PROGRAMS LTD. SOFTWARE TECHNOLOGY INTERNATIONAL
- ----------------------------- ----------------------------
Ivan Kraus Ko
Director
Date: Date:
----------------------- -----------------------
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EXHIBIT A
INITIAL PROJECTS
1. AIM ACCS - AIM CENTRAL COMMUNICATION SERVER - THIS SOFTWARE PROJECT WILL
PROVIDE A MECHANISM TO MOVE DATA BETWEEN ANY NUMBER OF SITES USING AN
INSURANCE DATA WORKFLOW MODEL. THE STI PROJECT MANAGERS WILL PROVIDE THE
CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT
WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED BASIS.
2. AIM QV - QUICKVIEW - THIS PRODUCT WILL BE A REPLACEMENT FOR MULTIDATA
ACCESS. THIS PRODUCT WILL MOVE PENDING DATA, COMMISSION DATA, INFORCE
DATA, POLICIES, ELECTRONIC APPLICATIONS AND OTHER INFORMATION, FROM A
CREATING SITE (PRIMARILY INSURANCE CARRIER FOR ALL EXCEPT THE ELECTRONIC
APPLICATION) TO ANY NUMBER OF OTHER SITES. THE MOVEMENT OF DATA WILL BE
MANAGED AND CONTROLLED BY THE ACCS. WITHIN THIS PROJECT THERE WILL BE
THREE FORMS OF THE QUICKVIEW SYSTEM. THESE ARE AGENCY QV, CARRIER QV AND
WEB QV. THE STI PROJECT MANAGERS WILL PROVIDE THE CONSULTING PROGRAMMING
STAFF ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT WOULD COMPOSE A
SPECIFICATION ON AN AS NEEDED BASIS.
3. AIM GA - GENERAL AGENCY SYSTEM - THE AIM GENERAL AGENCY SYSTEM WILL BE
BUILT TO BE A REPLACEMENT FOR THE MULTIDATA AMS SYSTEM. THIS SYSTEM WILL
RETAIN ALL THE FUNCTIONALITY OF THE AMS SYSTEM PLUS HAVE THE FEATURE
ADVANTAGES OF BUILDING THIS SYSTEM IN THE WINDOWS OPERATING ENVIRONMENT.
THE STI PROJECT MANAGERS WILL PROVIDE THE CONSULTING PROGRAMMING STAFF
ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT WOULD COMPOSE A
SPECIFICATION ON AN AS NEEDED BASIS.
4. AIM ITS - INSURANCE TELE-INTERVIEW SYSTEM -AIM ITS WILL BE A UNIQUE SYSTEM
THAT IS DESIGNED FOR CONDUCTING PART 1 AND PART 2 INSURANCE INTERVIEWS
THOUGHT A TELEMARKETING SERVICE. THE STI PROJECT MANAGERS WILL PROVIDE THE
CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT
WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED BASIS.
5. AIM DMS - DIRECT MARKETING SYSTEM -AIM DMS IS A SYSTEM DESIGNED TO BE A
PLATFORM FROM WHICH TO CONDUCT TELEPHONE BASED SALES AND MARKETING OF
INSURANCE. THIS PRODUCT IS BASED ON EXISTING STI DESIGNS. THE STI PROJECT
MANAGERS WILL PROVIDE THE CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT
DESCRIPTIONS AND ITEMS THAT WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED
BASIS.
6. GENERAL WORK - IN ADDITION TO THE PROJECTS DESCRIBED ABOVE, CSP WILL ALSO
BE REQUESTED TO PROVIDE ADDITIONAL PROGRAMMING AND CONSULTING SERVICES FOR
THE CREATING OF UTILITIES AND OTHER PRODUCTS NECESSARY TO SUPPORT THE
AIMSUITE OF SOFTWARE PROJECTS. IN EACH CASE, A STI PROJECT MANAGER WILL
PROVIDE THE CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT DESCRIPTIONS
AND ITEMS THAT WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED BASIS.
EXHIBIT B
PROJECT AND WORK APPROVAL FORM
- ------------------------------------------------------- -----------------------------------------------------
DATE: REQUESTER:
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
CHANGE REQUEST BY: DEPARTMENT:
- ------------------------------------------------------- -----------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
PROJECT/TASK NAME:
- -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
CHANGE IMPACT:
LOW / / NORMAL / / HIGH / /
- ------------------------------------------------------- -----------------------------------------------------
DESCRIPTION OF PROJECT/WORK:
- -------------------------------------------------------------------------------------------------------------
PRODUCT / / SYSTEM SOFTWARE / / DATABASE / / OTHER / /
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
REASON FOR PROJECT/WORK:
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
EXPECTED START DATE: EXPECTED COMPLETION DATE:
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
NUMBER OF TOTAL STAFF REQUIRED:
- ------------------------------------------------------- -----------------------------------------------------
TYPE OF STAFF REQUIRED (TYPE/HOW MANY)
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
- -------------------------------------------------------------------------------- ----------------------------
ACCOUNTING APPROVAL: DATE:
- -------------------------------------------------------------------------------- ----------------------------
- -------------------------------------------------------------------------------- ----------------------------
MANAGEMENT APPROVAL: DATE:
- -------------------------------------------------------------------------------- ----------------------------
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EXHIBIT C
PERFORMANCE TERMS AND CONDITIONS
By 10th day of each month, CSP shall prepare and e-mail to STI or
its designee, the list of dedicated resources - managers, programmers,
designers, technical writes and other specialists - available for STI in the
next three (3) months. The schedule of available specialists shall to be sent
by CSP for on-site support of installations and integration. By the 20th day
of the month, STI shall review and e-mail to CSP the schedule with necessary
corrections in quantity of resources and their assignments. If STI does not
provide any comments, the original CSP's list will be deemed accepted.
If STI requires more resources than CSP has proposed, STI shall
specify the skills of necessary specialists and CSP shall use best efforts to
find, hire and train them. [STI guarantees the use of new hired specialists
during at least six (6) months.]
If STI overestimates necessary resources and does not provide
workload for them, CSP will charge STI for these resources as if they had
been fully utilized.
Both parties will use best efforts to resolve resource problem in
shorter than the three (3) month notification term provided above in the case
of urgent need.
2) CSP will provide on-site specialists based on the following
conditions:
- STI will cover expenses on round-trip transportation to the USA,
per-diems, visa fees and any reasonable expenses. These expenses
will be invoiced separately.
- CSP will buy travel medical insurance for technical resources while
these resources are traveling in the US on assignment for STI or
its assignees. Medical expenses during assignments in the US will
be billed to STI with supporting documentation, and STI will pay up
to $100 per month for medical insurance.
- STI will cover expenses for accommodations in the USA,
transportation within the USA and telephone charges which are not
to exceed an agreed upon amount.
- STI will provide accommodations, assuring that the residence is in
a safe place as determined by reasonable standards, with a separate
room for each specialist and access to an equipped kitchen whenever
possible.
- Should it be determined that the planned stay of any CSP specialist
be extended for business purposes, STI will be responsible for
reasonable additional expenses which may occur as a result of the
extension.
- STI will provide one free day and rental car with insurance, if
requested, one time per two (2) months for an on-site specialist
who has a valid drivers license and is legally able to drive in the
US. The on-site specialist will be responsible for gas and any
other costs associated with the rental (except rent and insurance
fees).
- STI in no event may make any direct payments to CSP's
representatives visiting the USA, except as specified above.
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EXHIBIT D
SECURITY PROCEDURES
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EXHIBIT E
HOURLY RATES AND TERMS
1. Hourly Rates of CSP's specialists are:
SPECIALIST RATE, USD PER HOUR
Any CSP's specialist when on-site at STI or its associates $20.00
Project Manager $15.00
Lead Programmer $15.00
Programmer $15.00
Technical Writer $10.00
Testers $10.00
Designer $10.00
Testing Laboratory Staff $4.50
Data Entry $4.50
2. Together with each monthly invoice, CSP will provide STI with Labor
Accounting Sheets identifying each project assignment and listing tasks
accomplished and working hours spent on each task for each specialist
named in the invoice.
3. For the purpose of this agreement, a working month is considered as 160
working hours. CSP will not charge STI for CSP's specialists on vacation
or otherwise absent.
4. CSP will provide specialists on-site in the USA or the Czech Republic on
the following conditions:
- A specialist's stay in the USA will not exceed ninety (60) calendar
days, absent a written agreement between CSP and STI to the contrary.
A specialist's stay in the USA will not exceed one hundred eighty
calendar days during one calendar year.
- STI will pay for round-trip transportation of each on-site specialist
to the USA or the Czech Republic, as applicable, per-diems, visa fees
and any other reasonable charges associated with traveling. These
expenses will be invoiced separately.
- STI will pay for accommodations in the USA or the Czech Republic, as
applicable, transportation within the USA or the Czech Republic, as
applicable, and telephone charges for each specialist's personal phone
calls in the amount of $100 for each month the specialist is on-site.
Any amount spent over this limit will be the responsibility of the
individual. STI will assure that the accommodations are in a safe
place as determined by reasonable standards, with a separate room for
each specialist and access to an equipped kitchen whenever possible.
- STI will pay a per diem for each on-site specialist staying in the USA
in the amount of fifty ($50) US dollars per calendar day, including
travel days that are business related or are spent traveling to and
from sites. No per diem will be paid for personal vacations taken
while in the USA . Per Diems for CSP's representatives staying in
Czech Republic are determined by Czech legislation and shall be paid
in Czech currency. [QUESTION: DO WE KNOW WHAT AMOUNTS ARE REQUIRED BY
CZECH LAW?]
- Should it be determined that the planned stay of any CSP specialist
should be extended for business purposes, STI will be responsible for
reasonable additional expenses which may occur as a result of the
extension.
- STI will provide one free day per month and will pay for the rental of
a car, including insurance, if requested, for an on-site specialist
who has a valid driver license and is legally able to drive in
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the US or the Czech Republic, as applicable. The on-site specialist
will be responsible for gas and any other costs associated with the
rental (except the rent and insurance fees).
- In no event will STI or its associates make any direct payments to any
specialist on-site in the USA or the Czech Republic, except as
specified above.
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