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[***]
at First Union National Bank
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Version 1.2 November 15, 1999
99-P-251
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170
Revision history
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Version Date Comments required Approvals required
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1.2 12/06/99 [***] [***]
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[***]
Version 1.2 November 15, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of First Union without authorization in writing by Predictive Systems,
Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
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Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Table of Contents
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Introduction 1
Non-disclosure 1
Deadline for Response 1
Proposed Statement of Work 2
Project Background 2
Project Description 2
Predictive Responsibilities 4
Phase 1: System Design 5
Completion Criteria 5
Phase 1: Installation and Configuration of [***] 6
Completion Criteria 6
Phases 2 & 3: Install and Configure [***] 7
Completion Criteria 7
Phases 1 & 2: Install and Configure [***] 8
Completion Criteria 8
Phase 3: Install and Configure [***] and [***]
Completion Criteria 9
Phases 1,2 & 3: Develop [***] 10
Completion Criteria 10
Phase 3: [***] 11
Completion criteria: 11
Phase 3: Rollout of [***] to the First Union National Bank [***]
Completion Criteria 12
Project Plan and Cost Summary 14
Project Costs and Billing Assumptions 15
Reporting Methods 16
Status Reports 16
Status Meetings 16
Assumptions 16
Attachments 19
Contacts 19
Project Authorization 20
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Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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List of Tables
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Table 1 Proof of Concept 3
Table 2 Estimated Cost 14
Table 3 Project Phase Breakdown 15
Owner: [***]/Subject to non-disclosure agreement
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PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Introduction
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Predictive Systems is pleased to present this proposal to First Union
Corporation (First Union) for the deployment of [***] to support the
[***]. Predictive Systems will engage this implementation using a phased
approach to most effectively achieve milestones, while working within the
constraints of the [***] The phases of the project are described as
follows:
o Phase 1: [***]
o Phase 2: [***]
o Phase 3: [***]
Predictive Systems looks forward to our continued working relationship with
First Union as a strategic partner. Our leadership position in Enterprise
Management, Information Security, and Performance Management uniquely qualifies
us as the appropriate technology integrator to achieve results in support of the
[***].
Non-disclosure
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All information contained in this proposal and quotation is confidential
and proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to First Union in
confidence, with the understanding that it will not, without written
permission of Predictive Systems, be used for any purpose other than
evaluation or be disclosed to any third party. Duplication of this
proposal and quotation is strictly forbidden, and all copies shall be
returned to Predictive Systems upon our request.
Deadline for Response
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This proposal is valid for 30 days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
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Proposed Statement of Work
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Project Background
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First Union has made a tremendous investment in providing banking services
[***]. At this time, the [***]. To do so, First Union continues to offer
[***] to [***] customers at an extremely rapid rate.
First Union has identified that the [***] availability can be achieved
[***]. This project is the first step in a direction to fully manage all
aspects of the [***] space in support of achieving maximum availability.
The project consists of the design and deployment of [***]. This includes
[***] for up to but not to exceed [***]. All [***] to be placed under
[***] are [***]. The deployment also consists of [***].
The First Union National Bank [***] contains the [***]. First Union has
made a [***] in these areas.
Predictive Systems proposes a [***] to meet these needs. The approach and
methodology are more fully described below.
Project Description
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Predictive Systems proposes to build this proof of concept with the
assumption that we are responsible for systems and network administration,
application administration, and end-to-end testing and analysis. See Table
1 on the following page for details.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
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[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
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Predictive Responsibilities
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The following list represents Predictive Systems' responsibilities for
ensuring the successful deployment and integration of the [***]. These
tasks are grouped by function and do not reflect a chronological order.
[***]
The following implementation tasks are fully described in the following
sections. The integration effort within each major element of the [***]is
provided. Each section header is correlated against the project phases in
which the work is performed.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
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Phase 1: System Design
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Predictive Systems will be implementing the architectural design, based on
the environment(s) described in this SOW, for the technical solution
proposed by [***] to accomplish the objectives of First Union National
Bank. As of now, the [***] is under [***] by First Union. Predictive
Systems will assist First Union and Tivoli to [***]
In addition, Predictive Systems has defined the tasks in each project
phase, along with all tasks comprising that phase, to be defined in
greater detail for each of the environments. The tasks defined below are
provided for the purpose of designing the overall implementation and for
planning each implementation phase.
[***]
Completion Criteria
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This task will be completed when the [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Phase 1: [***]
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[***]. Upon approval and review of any [***], Predictive Systems will
provide a revised estimate, if necessary, in project time or cost
variances.
Predictive Systems will implement the layout of the [***] as defined in
the [***]. The layout will be configured incrementally as needed during
the early implementation. Predictive Systems will complete the layout for
the [***] by the end of the [***]. Additionally, Predictive Systems will
use the [***] to demonstrate the procedures required to [***] the layout.
The subtasks include the following:
[***]
Completion Criteria
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This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Phases 2 & 3: [***]
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Predictive will install [***]. This deployment will require [***].
Development, configuration, and testing of [***] require approximately
[***].
[***] are used to collect data from their specified systems on a [***].
[***] will be installed on both endpoints and managed nodes [***]. This
will allow First Union National Bank to easily [***]. The subtasks include
the following:
[***]
Completion Criteria
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This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Phases 1 & 2: [***]
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[***]
Completion Criteria
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This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Phase 3: [***]
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[***]
Completion Criteria
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This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
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Phases 1,2 & 3: [***]
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[***]
Completion Criteria
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This task is complete when all Predictive documentation has been delivered
to and accepted by First Union National Bank, based on the completion of
each of the three phases of the project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Phase 3: [***]
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[***]
Completion criteria:
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This task is complete when the [***] is operational within the production
environment, and operational as evidenced by the First Union Program
Manager, and representatives of [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
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Phase 3: [***]
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[***]
Completion Criteria
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This task is complete when the [***] is installed in the [***] and [***]
has assisted First Union technical staff in the rollout effort for the
remaining [***] as defined [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
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Project Plan and Cost Summary
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Please see attachment A for a detailed view of the timeline projected for
completing the three phases of this project. Upon project commencement,
the project plan will be reviewed and formalized with the First Union
Program Manager to ensure optimal and efficient utilization of
Predictive's project resources.
Predictive Systems will perform this project on a [***]. Table 1 reflects
our best estimate for total costs associated with the execution of all
phases. Billing options are available to First Union to pay against
achieved project phases, which are described in Table 2. The Predictive
Program Manager will carry out the customized billing solution that meets
the needs of First Union.
Table 2 Estimated Cost
--------------------------------------- ----------------- ------------
Staff Projected Hours Rate/Hour
--------------------------------------- ----------------- ------------
[***]
--------------------------------------- ----------------- ------------X
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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--------------------------------------- -------------------------------
Table 3 Project Phase Breakdown
--------------------------------------- -------------------------------
Breakdown by Phases Cost
--------------------------------------- -------------------------------
[***]
--------------------------------------- -------------------------------
Project Costs and Billing Assumptions
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o Travel and living expenses are not included in these rates. First Union
is responsible for any required travel and living outside D.C./Metro
area. Predictive will follow First Union guidelines for expense policy,
and use discretion in travel.
o Predictive Systems will submit monthly invoices. Payment is required
within 30 days of invoice receipt.
o First Union will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required by the scope of this
project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
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Reporting Methods
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Status Reports
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Predictive Systems' team will provide a weekly status report in electronic
format to the First Union Program Manager. The report form will be brief,
listing any items that were completed that week and the open items for the
next week. The purpose of the reports is to provide weekly information on
the status of the project and any outstanding issues from the week. The
reports will be available by Friday at 9AM.
Status Meetings
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There will be weekly status meetings with First Union on the overall
project. The meeting should be held at the same time and day every week
(the time and day to be determined). The meeting will be to review any
work that was performed by the Predictive Systems team and review the open
items list of work that is scheduled for the next week.
Assumptions
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In determining the scope of work for this project, Predictive Systems made
the following assumptions:
o Predictive assumes that First Union will provide access to the
laboratory throughout the duration of this task.
o Predictive assumes that First Union will provide all software licenses
and all necessary patches for the following software, [***].
o Predictive assumes that all CD-ROM drives and other media needed for
this prototype will be provided for installation.
o Predictive assumes that the software procured or otherwise attained
will be [***].
o Predictive assumes that the [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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o Predictive assumes that First Union will provide the necessary [***].
o Predictive assumes that timely access to First Union personnel and
technical information will be provided in order to meet project
milestones and to stay within the bounds of the costs estimates.
o Predictive assumes that First Union will provide timely review of
Predictive deliverables. Feedback will be in written format.
o Predictive assumes that First Union will designate a formal point of
contact (POC) for the duration of the project. This POC will have
signature authority for deliverable acceptance.
o Predictive assumes that First Union will provide Predictive Systems
with reasonable facilities such as cube space, telephones, and network
connectivity.
o Work Hours: Normal business hours are 8:00am - 5:00pm, Monday through
Friday unless changes are approved by the Predictive project manager
and also the customer Project Manager. Hours worked beyond eight hours
in one day will be billed separately. Note that work hours may be
adjusted and/or shifted during the [***] lockdown period as specified
in the [***] support schedule that will be supplied to the [***].
o Predictive assumes that all work being performed will be in a test
environment prior to migrating to a production environment. The [***].
o Predictive assumes that First Union will ensure that [***] services
will be available and operating on all servers to allow for [***]
between [***].
o Predictive assumes that First Union will ensure that a minimum of
[***].
o Predictive assumes that, during the installation, First Union will
ensure that [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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o Predictive assumes that the project plan and services estimate for the
[***] has been successfully implemented in the [***], and [***].
o Predictive assumes that First Union National Bank resources must be
[***].
o Predictive assumes that First Union National Bank must provide a
qualified person to provide [***].
o [***].
o Predictive assumes that First Union will ensure that a [***] will be in
place for the duration of this implementation to allow for installation
of [***].
o Predictive assumes that any key design assumptions must be specific and
documented in the SOW, the [***], or a project change request.
o [***]
o Predictive assumes that First Union will ensure that the existing
operating system installations are complete and stable. This includes
but is not limited to all required patches and software updates.
o Predictive assumes that software changes associated with this project
will be submitted to the First Union change control management system
for approval prior to production implementation.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
17
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Attachments
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Predictive Systems Project Plan for [***] is attached hereto, and made
part of this document. Please refer to the Project Plan for specific
milestones and tasks associated with the completion of this project.
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Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project
to [***] of Predictive Systems. The business/management contact can be
reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at [***].
First Union will appoint a management and technical contact who will be
responsible for serving as a liaison for any issues that may arise during
the course of this project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
18
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Project Authorization
- --------------------------------------------------------------------------------
The offer for services described in this SOW is valid for thirty (30) days
unless extended in writing by Predictive Systems. Any responses or
questions regarding this statement should be directed to:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
This SOW has been assigned the project identifier: [***]. Please use this
project identifier in all written communication pertaining to this
statement. Please sign below as acknowledgement First Union has read and
understands the scope of this project. Upon receipt of this signed
document, Predictive Systems will begin providing services as they pertain
to the proposal.
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
First Union approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
19