Summary of Terms and Conditions
For a Definitive Agreement
Between
CosmoCom, Inc. and Infocast Corporation
The purpose of this document is to present a summary of the terms and conditions
to be included in more definitive agreements which will implement the March 23,
1999 Letter of Intent between Infocast and CosmoCom, covering the period from
the date of this agreement to the end of the year 2000, and to serve as an
initial purchase order from Infocast to CosmoCom.
I. Software Purchases
Infocast intends to purchase CosmoCall software licenses sufficient to
enable at least 2000 CosmoCall Agents by year-end 2000, and may purchase more.
CosmoCall software is licensed in various price element codes, which are defined
on the attached Exhibit A. By signing this agreement, Infocast hereby places an
initial order for licenses enabling 300 Agents as enumerated on the price
quotation attached as Exhibit B, subject to the following terms, conditions, and
milestones:
A. Dates, Purchases, Milestones, Payments
1. Year 1999
Purchase order - 300 CosmoCall Agents per attached
quote, and per the feature list attached as Exhibit
C.
Total License Value US$754,500, payable in four parts
as defined in the following table, with go/no-go
decision based on passing of Acceptance Test
Procedure (ATP) for initial phase of 50 agents. ATP
Definition will be proposed by CosmoCom, discussed,
and mutually agreed.
All Prices in U.S. Dollars
Date Description Amount
21 April 99 Purchase Order Signed
21 April 99 Payment 50% of 50 Agents (50/300 of Total) $62,875
1 June 99 Delivery of 50 Agents
1 July 99 Acceptance of 50 Agents per ATP (TBD, but
including supervisor/monitor feature)
1 July 99 Payment - Remaining 50% of 50 Agents $62,875
1 July 99 Payment - 50% of 250 Agents $314,375
1 Aug 99 Delivery of 250 Agents
1 Sept 99 Payment - Remaining 50% of 250 Agents $314,375
TOTAL $754,500
Professional services to be billed monthly as actually used (see III
below).
Infocast intends to purchase 700 additional CosmoCall Agents for
delivery prior to year end 1999.
2. Year 2000
Infocast intends to purchase 1000 additional CosmoCall Agents for delivery
during the year 2000.
B. Pricing
1. Subsequent Order Pricing
For its subsequent orders in fulfillment of the future purchase
intentions expressed in this agreement, the base price per Live
Connection will be $1,100. All other future price elements will be
enumerated on the quotation in Exhibit B.
2. Volume Purchase Incentives
In addition to the CosmoCall Live Connection discount reflected in
the above price, special pricing incentives will take effect for
all future orders if cumulative software purchases reach the
following levels by the end of the year 2000:
All Prices in U.S. Dollars
(i) At $2M and up to $5M - 5% discount; and
(ii) Over $5M in purchases - 8% discount.
C. Payment terms
50% with order(s) and balance net 30 days.
II. Maintenance and Technical Support
A. CosmoCall Support Program. Infocast will purchase, and
CosmoCom will provide, maintenance and technical support
services to InfoCast from the date of this agreement until the
end of the year 2000 under a separate support agreement to be
developed. This section summarizes the key points of that
agreement. The support program includes 24 x 7 telephone and
remote support, and access to all software upgrades of
licensed products. Support will be provided to designated
Infocast personnel who have received CosmoCall product
training. Infocast will provide technical support to its own
end-users.
B. Pricing. The price of the support program is 19% of the then
current, pre-volume discount, Infocast price of purchased
software. Infocast's ninety (90) day product warranty for the
initial purchase will begin on August 1, 1999 with the
delivery of 300 CosmoCall Agents. All subsequent purchases
will include a 90 day warranty from date of delivery.
Maintenance pricing during the year 2000 will be phased in
quarterly as follows: 5% for Q1, 10% for Q2, 15% for Q3, and
19% for QA. Renewal of the support agreement after the year
2000 will be by mutual agreement.
C. Payment terms. Maintenance and technical support is billed on
the first day of each calendar quarter.
III. Project Management and Professional Services
A. CosmoCom will designate a project manager for the Infocast
project. Project management will be provided by CosmoCom at no
charge through 1999.
B. Professional services provided by CosmoCom will be used as
agreed in advance between Infocast and the CosmoCom Project
Manager and will be charged on a time and material basis at
the prevailing published hourly rate, currently $225 per hour,
not to exceed $1800 per person per day, plus T&E.
All Prices in U.S. Dollars
C. After 1999, the Project Manager provided by CosmoCom will be
billable on a time and material basis at the prevailing
published hourly rate, currently $300 per hour, not to exceed
$2400 per day, plus T&E.
D. CosmoCom and Infocast will jointly define the requirements and
method for interfacing CosmoCall with third party help-desk
applications like Willow's.
E. CosmoCom will load, integrate and test its software on
Infocast's actual server platform in Hauppauge, NY. Infocast
will provide this server platform by May 1, 1999.
Additionally, Infocast will provide an identical duplicate
hardware platform to be retained in CosmoCom's lab as a
dedicated Infocast test bed.
F. In the interest of mutual benefit and continuous improvement,
CosmoCom and Infocast will engage in a quarterly review of all
aspects of their relationship. This review will be attended by
the project managers of each company and by appropriate
representation of the senior management of each company.
IV. UNIX Porting
A. Porting Option. Infocast's initial order of 300 agents is for
CosmoCall's current software version, which runs on a
Microsoft NT Server platform. CosmoCom understands and
acknowledges Infocast's interest in having an implementation
of CosmoCall software that is based on a Unix platform. At any
time following the payment by Infocast for the initial order
of 300 CosmoCall Agents, Infocast will have the option,
exercisable within 2 years, to require CosmoCom to convert the
CosmoCall software to run in whole or in part, as mutually
agreed, on a Unix platform.
B. Port Delivery. CosmoCom will deliver the ported Server to
Infocast for acceptance testing no more than 6 calendar months
from the date on which the option is exercised. The software
functionality will be the same as current NT version of
CosmoCall at the time of delivery.
C. Pricing
(1) Project engineering fee: $350,000, payable
20% on exercise of the option, 30% on
agreement to proceed after high level design
review, and 50% on passing of ATP.
(2) Purchase Credit. 50% of the project
engineering fee will be available to
Infocast as credit against the price of
additional CosmoCall software license
purchases.
(3) Ported Server and Live Connection Pricing.
The same as that of the NT Version.
All Prices in U.S. Dollars
(4) Migration of Purchased NT Licenses to Unix.
No charge.
D. Intellectual Property. CosmoCom retains all intellectual
property rights to the ported Server and other software.
E. Development Environment. Infocast will provide CosmoCom, at no
charge, with the Unix hardware development platform to be held
by CosmoCom for as long as its technical support and
maintenance obligations to Infocast are in place. Infocast
will attempt to obtain for the project the cooperation and
assistance of Sun Microsystems if that is the platform of
choice.
V. Software Source Code Escrow
Infocast and CosmoCom will develop a source code escrow agreement and
implement a source code escrow program that will give Infocast access
to the CosmoCom source code for both NT and Unix versions of CosmoCall
under reasonable and customary terms. Infocast will bear the escrow
cost associated with this program.
VI. Publicity
The parties will engage in joint marketing activities, including a
joint press release, joint seminars for end users, preparation of white papers
and the like. All such activities will be subject to the approval of both
parties.
Reviewed and Approved by: Reviewed and Approved by:
/s/ Michael J. Sheehan /s/ Stephen R. Karaesky
- ------------------------ ---------------------------------
Infocast Representative CosmoCom Representative
CEO 4/21/99 EVP 21 April 99
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All Prices in U.S. Dollars