[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
for Cisco Systems
- --------------------------------------------------------------------------------
January 6, 2000
Owner: [***]/ Subject to nondisclosure 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.
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
1121 Pacific Avenue
Santa Cruz, CA 95060
Telephone: (831) 460-3100
Revision history
- --------------------------------------------------------------------------------
Version Date Comments required Approvals required
- --------------------------------------------------------------------------------
1.0 1/6/2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
January 6, 2000
Copyright(C)2000, 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 Cisco Systems without authorization in writing by Predictive Systems,
Inc.
CONFIDENTIAL--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.
Owner: [***]/ Subject to nondisclosure 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.
- ii -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Nondisclosure 2
Deadline for response 2
Proposed statement of work 3
Project description 3
[***] 5
[***] 5
[***] 6
[***] 7
[***] 7
[***] 8
[***] 8
Assumptions 8
Reporting methods 9
Status reports 9
Status meetings 9
Scope and cost 9
Project duration and staffing 9
Project costs and billing 9
Contacts 9
Project authorization 9
Legal terms and conditions; limitation of liability 9
About Predictive Systems 9
Predictive Systems' services 9
Predictive Systems' practice areas 9
[***] 9
Owner: [***]/ Subject to nondisclosure 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.
- iii -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Predictive Systems(TM) is pleased to present this proposal for an [***] in
response to Cisco Systems' request to analyze the [***]. This proposal presents
the methodology Predictive Systems will use to perform this [***] for Cisco
Systems.
The goal of this engagement for the [***] group is to understand the overall
[***] in order to redesign the [***]. The goal of this engagement for Predictive
Systems is to provide clear analysis and recommendations to Cisco Systems in
order to enhance security during the redesign of the [***].
It is vital to Cisco Systems' business that the [***] of [***]. Predictive
Systems will use the results of the [***] define a plan to address Cisco
Systems' immediate [***]. This information will also be incorporated into the
new architecture for these offices.
Predictive Systems will develop its analysis of Cisco Systems' [***] by
performing the following tasks.
Predictive Systems will:
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 1 -
[GRAPHIC OMITTED]
When the [***] is complete, Cisco Systems will have a detailed view of the [***]
as represented by the selected sites, networks, and systems. Predictive Systems
will deliver a report detailing the [***] and will make specific recommendations
for addressing each of these [***]. Cisco Systems will then be able to
incorporate the recommendations into the new architecture.
Nondisclosure
- --------------------------------------------------------------------------------
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 Cisco Systems in
confidence, with the understanding that it will not, without prior written
permission of Predictive Systems, be used for other than evaluation purposes 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
- --------------------------------------------------------------------------------
This proposal is valid for thirty (30) days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***]/ Subject to nondisclosure 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.
- 2 -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 3 -
[GRAPHIC OMITTED]
Predictive Systems will perform the following tasks during the [***]:
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 4 -
[GRAPHIC OMITTED]
Review policies and procedures
- --------------------------------------------------------------------------------
Predictive Systems' [***] will request copies of any existing [***] policies and
formal [***], along with other procedures deemed applicable to the [***] of
the [***]. Predictive Systems will review these to determine that they are
complete, applicable, and enforceable.
[***]
- --------------------------------------------------------------------------------
Predictive Systems will tour the selected Cisco Systems' sites to make a [***]
system. Predictive Systems' [***] will return to any areas that they perceive
warrant more attention. At each site, the Predictive Systems [***] performing
the [***].
During each site survey, Predictive Systems' [***] will:
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 5 -
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 6 -
[GRAPHIC OMITTED]
[***]
Interview personnel
- --------------------------------------------------------------------------------
The Predictive Systems and Cisco Systems [***] will select the Cisco Systems
personnel to be interviewed. The information gathered in these interviews is
confidential and will be used only to establish patterns of behavior and
expectations. [***]
Predictive Systems will use the information gathered during these interviews to
better understand [***]. As part of this process, Predictive Systems will
attempt to [***].
Predictive Systems will perform the following steps:
1. [***]
2. Select employee interview candidates and schedule interviews
3. Interview the selected employees
Analyze the data and generate a report
- --------------------------------------------------------------------------------
Predictive Systems' [***] will gather data from selected Cisco Systems' sites.
[***] at Predictive Systems' offices.
The Predictive Systems staff will develop an [***] based on their analysis of
the data collected from [***].
Owner: [***]/ Subject to nondisclosure 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.
- 7 -
[GRAPHIC OMITTED]
Present findings
- --------------------------------------------------------------------------------
Once Predictive Systems has completed its analysis of the data and has generated
its report, the [***] will return to the Cisco Systems site in [***] to present
its findings. Predictive Systems will provide three individually numbered copies
of the [***] along with a formal presentation of the findings suitable for
[***]. This meeting will serve as a forum for any questions that might remain
regarding the engagement.
Deliverables
- --------------------------------------------------------------------------------
[***]
[***]
[***] will be a two-hour interactive presentation of Predictive Systems'
findings. This presentation will offer an opportunity for high-level planning
and strategy discussions to [***].
Assumptions
- --------------------------------------------------------------------------------
In proposing this statement of work, Predictive Systems makes the following
assumptions:
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 8 -
[GRAPHIC OMITTED]
/ / Cisco Systems' personnel will be available for interviews in a timely
fashion. Any delays in this will result in additional costs.
/ / Cisco Systems will provide any existing [***]
/ / Cisco Systems will provide physical access to all appropriate facilities,
[***]
/ / All [***] will be performed with the cooperation and explicit
written authorization of Cisco Systems.
/ / Cisco Systems will provide access to all appropriate workstations,
servers, or other network equipment as necessary for the execution of the
tasks involved in the security analysis.
/ / Cisco Systems will assign the appropriate personnel to work with the
Predictive Systems team during the course of this project.
/ / [***]
/ / Work must begin by February 1, 2000 in order to deliver a preliminary
report for design purposes by March 13, 2000. General lead-time for setting
a start date is two weeks. These issues can be expedited by immediate
acceptance of this proposal and assistance from the [***] contact to
facilitate scheduling consecutive on-site visits.
Reporting methods
- --------------------------------------------------------------------------------
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the [***]. This brief report will list any items that were completed
the previous week along with any open items for the current week. The purpose of
this report is to provide weekly information on the status of the project and
any outstanding issues. The latest report will be available each Monday morning.
Owner: [***]/ Subject to nondisclosure 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.
- 9 -
[GRAPHIC OMITTED]
Status meetings
- --------------------------------------------------------------------------------
The Predictive Systems [***] will hold weekly status meetings with the Cisco
Systems team. These status meetings should be held at the same time and day
every week (time and day to be determined). The purpose of the status meetings
will be to review all work performed by the Predictive Systems' team and review
the open items and list of work scheduled for the following week. These meetings
will also provide a platform for reviewing any new issues or additional project
requirements.
Owner: [***]/ Subject to nondisclosure 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.
- 10 -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Scope and cost
- --------------------------------------------------------------------------------
Predictive Systems [***]
Predictive Systems is basing the following list on information received from
Cisco Systems. According to that information, the scope of this engagement is
limited to a representative sample of Cisco Systems' [***]
/ / [***]
/ / [***]
/ / [***]
/ / [***]
/ / [***]
/ / [***]
Predictive Systems estimates the projected cost of the project as follows:
Table 1 Projected cost
- --------------------------------------------------------------------------------
Item Cost
- --------------------------------------------------------------------------------
[***]
Total [***]
- --------------------------------------------------------------------------------
* Cisco Systems can significantly decrease the total cost of travel and expenses
by prompt acceptance of this proposal. Upon acceptance, Predictive Systems will
immediately begin planning the necessary travel and accommodationdetails. Our
ability to book airfare and accommodations in advance will lower the total cost
of travel and expenses.
- --------------------------------------------------------------------------------
Owner: [***]/ Subject to nondisclosure 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.
- 11 -
[GRAPHIC OMITTED]
Project duration and staffing
- --------------------------------------------------------------------------------
o Predictive Systems will conduct this project over the course of ten weeks,
with 5-6 weeks of on-site duration.
o A draft of the preliminary report will be delivered by March 13, 2000 in
order for some of the recommendations to be incorporated in the planned
architecture design. This date can be expedited by immediate acceptance of
this proposal and assistance from the [***]
Predictive Systems' [***] will perform the [***]. Additional Predictive Systems'
staff will participate as needed during [***].
Project costs and billing
- --------------------------------------------------------------------------------
/ / This is a fixed-price engagement. Requirements outside the current scope
of work may extend the duration of this project and will be billed on a
time and materials basis at one-and-a-half (1.5) times the Predictive
Systems standard rate.
/ / If the client fails to meet the Assumptions presented on page 8 and
Predictive Systems' final deliverables are affected in any way, the client
is still under obligation for the full amount of the original fixed-price
quote.
/ / Predictive Systems will conduct this service during normal working hours.
Predictive Systems' Business Manager must schedule and approve holiday and
weekend activity in advance. Predictive Systems will bill holiday
activities on a time and materials basis at two (2) times the standard
rate.
/ / Travel and living expenses are not included in these rates (See Scope and
Cost" pg. 11). The client is responsible for any travel and living expenses
required for project work performed outside a 50-mile radius of the
Predictive Systems regional office in Santa Cruz, California. The client is
also responsible for travel and living expenses for any specialized
resources assigned to this engagement from outside the Predictive Systems
Western Region.
Owner: [***]/ Subject to nondisclosure 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.
- 12 -
[GRAPHIC OMITTED]
/ / Predictive Systems will submit monthly invoices. Payment is required
within thirty (30) days of invoice receipt.
/ / Cisco Systems will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required to complete this project.
Owner: [***]/ Subject to nondisclosure 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.
- 13 -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. [***] can be reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. [***] can be reached at [***]
[***] of Cisco Systems will appoint management and technical contacts who will
serve as liaisons between Cisco Systems and the Predictive Systems management
and technical contacts.
Owner: [***]/ Subject to nondisclosure 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 -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Cisco Systems Title Date
Owner: [***]/ Subject to nondisclosure 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.
- 15 -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of liability
- --------------------------------------------------------------------------------
Cisco Systems ("COMPANY") hereby accepts the services and the related terms and
conditions set forth in the attached Statement of Work (the "SOW") of Predictive
Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges that the
performance of these services will require Predictive Systems to gain access to
COMPANY's confidential and proprietary network and information assets, and
authorizes this access for the purposes described in the SOW, subject, however,
to the Mutual Nondisclosure Agreement, dated October 5, 1998, between COMPANY
and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by: Cisco Systems
- --------------------------------------------------------------------------------
Signature Title Date
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Owner: [***]/ Subject to nondisclosure 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.
- 16 -
[GRAPHIC OMITTED]
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***]/ Subject to nondisclosure 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 -
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
[***]
- --------------------------------------------------------------------------------
Enterprise Information
Network Security
Management
Internetwork
Design and Performance
Engineering Management
[***]
Owner: [***]/ Subject to nondisclosure 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 -
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure 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 -
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure 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.
- 20 -
January 24, 2000
Cisco Systems, Inc.
Corporate Investigations
170 West Tasman Drive
San Jose, CA 95134-1706
Statement of Work/Attachment A-Addendum
Dear [***]:
This is to confirm the agreement from our discussions since on January 19, 2000.
During these discussions, Cisco Systems ("Cisco") and Predictive Systems
("Predictive") agreed that Cisco, would retain Predictive for [***] continuing
from Wednesday, January 19, 2000.
Cisco will retain Predictive for [***] services and will issue a valid Purchase
Order [***]. Services will be estimated at an amount [***] to be billed as a
separate line item, as necessary, toward travel and expenses. Should the
engagement continue past January 31, 2000, these services and activities will be
considered out of scope and require a separate addendum and pricing.
Predictive Systems consultants will:
o [***]
o Arrive in [***] for [***] on Tuesday, January 25th. Other possible
locations may be determined on Monday, January 24th.
o Provide a report of their actions regarding the project and the completion
of the project.
o [***]
Cisco Systems agrees to provide Predictive with access to and use of Cisco
Systems' [***] for Predictive to perform the Services. Predictive agrees to
promptly inform Cisco Systems in writing if, in Predictive's judgment, [***] or
if timely performance of the Services may be jeopardized for any reason.
- --------------------- ---------------------
[***] [***]
Cisco Proprietary: Attorney-Client Privilege, Attorney Work Product
Predictive Systems Inc. Confidential/Subject to Non-Disclosure Agreement
- --------
*** 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.
January 17, 2000
Cisco Systems, Inc.
Corporate Investigations
170 West Tasman Drive
San Jose, CA 95134-1706
Statement of Work/Attachment A
Dear [***]:
This is to confirm the agreement from our meeting on January 14, 2000. In this
meeting, Cisco Systems ("Cisco") and Predictive Systems ("Predictive") agreed
that Cisco, would retain Predictive for [***] (hereafter, "Services") beginning
Monday, January 17, 2000.
Cisco will retain Predictive for [***] and will issue a valid Purchase Order
[***] to be billed as a separate line item, as necessary, toward travel and
expenses. Should the engagement continue past January 19, 2000, these services
and activities will be considered out of scope and require a separate addendum
and pricing.
Predictive Systems consultants will:
o [***]
o Arrive at [***] on Tuesday evening (the [***] site will only require a
Wednesday visit) [***] on Wednesday, January 19th.
o Provide a report of their actions regarding the project and the completion
of the project.
Cisco Systems agrees to provide Predictive with [***] for Predictive to perform
the Services. Predictive agrees to promptly inform Cisco Systems in writing if,
in Predictive's judgment, [***] or if timely performance of the Services may be
jeopardized for any reason.
- ---------------------- ------------------------
[***] [***]
- --------
*** 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.
January 25, 2000
Cisco Systems, Inc.
170 W. Tasman Dr.
San Jose, CA 95134-1706
Statement of Work/Attachment A-Addendum to [***]
Dear [***]:
This is to confirm the agreement from your discussion with [***] and your email
sent on January 19th. Cisco Systems ("Cisco") and Predictive Systems
("Predictive") agreed that Cisco Systems would retain Predictive for [***]
(hereafter, "Services") beginning February 1, 2000 (or mutually agreed upon
date).
Cisco will retain Predictive [***] and will issue an additional valid Purchase
Order [***]. Services will be [***] for the expansion of scope stated below. As
discussed on January 25th with [***], any indication that the service cost will
exceed the purchase order amount, additional funds will be processed
immediately. The project final report and presentation will be delivered by
April 15, 2000. Should the engagement continue past April 15, 2000 these
services and activities will be considered out of scope and require a separate
addendum and pricing.
Predictive Systems consultants will:
(Refer to Scope and Cost on pg. 11 of [***])
o [***]
o [***]
o [***]
o [***]
Cisco Systems agrees to provide Predictive with [***] (hereafter "company
resources") to the extent necessary for Predictive to perform the Services.
Predictive agrees to promptly inform Cisco Systems in writing if, in Predictive
Systems' judgment, the company resources are in any way [***].
- ------------------------------------ ------------------------------------
Cisco Systems Marlene Bell
Vice President Business Development
Western Region
- --------
*** 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]
- --------------------------------------------------------------------------------
[***]
for Cisco Systems
- --------------------------------------------------------------------------------
February 18, 2000
Owner: [***]/ Subject to nondisclosure 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.
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
1121 Pacific Avenue
Santa Cruz, CA 95060
Telephone: (831) 460-3100
Revision history
- -------------------- --------------------- -------------------------------- --------------------------------
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
1.0, 2.0 1/7/2000,
1/26/2000
- -------------------- --------------------- -------------------------------- --------------------------------
3.0, 3.1 2/3/2000,2/18/200
- -------------------- --------------------- -------------------------------- --------------------------------
Predictive Systems approval:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
February 18, 2000
Copyright(C)2000, 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 Cisco Systems 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.
Owner: [***]/ Subject to nondisclosure 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.
- ii -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Nondisclosure 1
Deadline for response 1
Proposed statement of work 2
Project: [***] 2
2
3
3
3
Deliverables 4
Assumptions 5
Reporting methods 6
Status reports 6
Status meetings 6
Scope and cost 7
Project costs and billing 7
Contacts 9
Project authorization 10
About Predictive Systems 11
Predictive Systems' services 11
Predictive Systems' practice areas 12
[***] 12
Owner: [***]/ Subject to nondisclosure 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.
- iii -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Cisco Systems has requested Predictive Systems(TM) [***].
The project goals are to:
o [***]
o
o
o [***]
o
o
o
o
Nondisclosure
- --------------------------------------------------------------------------------
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 Cisco Systems in
confidence, with the understanding that it will not, without prior written
permission of Predictive Systems, be used for other than evaluation purposes 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
- --------------------------------------------------------------------------------
This proposal is valid for thirty (30) days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***]/ Subject to nondisclosure 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.
- 1 -
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project: Border router review
- --------------------------------------------------------------------------------
The review will include [***]:
o [***]
o
o
Review [***]
- --------------------------------------------------------------------------------
Predictive Systems' [***].
[***]
See "Deliverables" on page 4 for additional areas addressed in the final report.
In addition, the weekly status meeting gives Cisco Systems, the opportunity to
address any slight modifications necessary. If a reason is discovered to focus
beyond what is stated in this scope of work, an addendum can be created to
address those needs.
Owner: [***] / Subject to nondisclosure 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.
- 2 -
[GRAPHIC OMITTED]
[***]
Predictive Systems will [***].
Recommend [***]
- --------------------------------------------------------------------------------
In order to recommend [***] Predictive Systems will:
o [***]
o
o
[***]
Predictive Systems will [***].
[***]
- --------------------------------------------------------------------------------
Predictive Systems will classify the services and [***]. By classifying the
information, Predictive Systems can [***].
Data analysis and report generation
- --------------------------------------------------------------------------------
All data will be gathered and reviewed onsite.
Predictive Systems [***].
Owner: [***]/ Subject to nondisclosure 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.
-3-
[GRAPHIC OMITTED]
Deliverables
- --------------------------------------------------------------------------------
[***]
[***]
Owner: [***]/ Subject to nondisclosure 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.
-4-
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Assumptions
- --------------------------------------------------------------------------------
In proposing this statement of work, Predictive Systems makes the following
assumptions:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o Cisco Systems will assign the appropriate personnel to work with the
Predictive Systems team during the course of this project.
Owner: [***]/ Subject to nondisclosure 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.
-5-
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Reporting methods
- --------------------------------------------------------------------------------
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the Cisco Systems Program Manager. This brief report will list any
items that were completed the previous week along with any open items for the
current week. The purpose of this report is to provide weekly information on the
status of the project and any outstanding issues. The latest report will be
available each Monday morning.
Status meetings
- --------------------------------------------------------------------------------
The Predictive Systems [***] will hold weekly status meetings with the Cisco
Systems team. These status meetings should be held at the same time and day
every week (time and day to be determined). The purpose of the status meetings
will be to review all work performed by the Predictive Systems' team and review
the open items and list of work scheduled for the following week. These meetings
will also provide a platform for reviewing any new issues or additional project
requirements.
Owner: [***]/ Subject to nondisclosure 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.
-6-
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Scope and cost
- --------------------------------------------------------------------------------
The following estimates are based on information received from Cisco Systems by
Predictive Systems.
Table 1 Project duration
- ---------- ----------------------------------- ------------
Item Deliverable Time
- ---------- ----------------------------------- ------------
1 [***] 3 weeks
- ---------- ----------------------------------- ------------
2 [***] 1 week
- ---------- ----------------------------------- ------------
Predictive Systems estimates the projected cost of the project as follows:
- --------------------------------------------------------------------------------
Table 2 Costs
- ----------------------------------------------------------- --------------------
Item Costs
- ----------------------------------------------------------- --------------------
[***] [***]
- ----------------------------------------------------------- --------------------
[***] [***]
- ----------------------------------------------------------- --------------------
Total [***]
- ----------------------------------------------------------- --------------------
Due to the nature and expected acceptance date of this project, it is expected
that there will be little travel and living expenses. Travel and Expenses are
not to exceed [***].
Project costs and billing
- --------------------------------------------------------------------------------
o This is a fixed-price engagement. Requirements outside the current scope of
work may extend the duration of this project and will be billed on a time
and materials basis at [***] the Predictive Systems standard rate.
o If the client fails to meet the Assumptions presented on page 5 and
Predictive Systems' final deliverables are affected in any way, the client
is still under obligation for the full amount of the original fixed-price
quote.
o Predictive Systems will conduct this service during normal working hours.
Predictive Systems' Business Manager must schedule and approve holiday and
weekend activity in advance. Predictive Systems will bill holiday activities
on a time and materials basis at [***] the standard rate.
Owner: [***]/ Subject to nondisclosure 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.
-7-
[GRAPHIC OMITTED]
o Travel and living expenses are not included in these rates. The client is
responsible for any travel and living expenses required for project work
performed outside a 50-mile radius of the Predictive Systems regional office
in Santa Cruz, California. The client is also responsible for travel and
living expenses for any specialized resources assigned to this engagement
from outside the Predictive Systems Western Region.
o Predictive Systems will submit monthly invoices. Payment is required within
thirty (30) days of invoice receipt.
o Cisco Systems will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required to complete this project.
Owner: [***]/ Subject to nondisclosure 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.
-8-
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. [***] can be reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. [***] can be reached at [***].
[***] of Cisco Systems will appoint management and technical contacts who will
serve as liaisons between Cisco Systems and the Predictive Systems management
and technical contacts.
Owner: [***]/ Subject to nondisclosure 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.
-9-
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Cisco Systems Title Date
Terms and conditions bound by Cisco Systems - Predictive Systems master service
agreement.
Owner: [***]/ Subject to nondisclosure 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.
-10-
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***]/ Subject to nondisclosure 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.
-11-
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
Enterprise Information
Network Secrity
Management
Internetwork
Design and Performance
Engineering Management
Owner: [***]/ Subject to nondisclosure 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.
-12-
[GRAPHIC OMITTED]
[***]
- --------------------------------------------------------------------------------
[***]
Owner: [***]/ Subject to nondisclosure 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.
-13-
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure 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-
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
CISCO SYSTEMS
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Vendor Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW" or "Agreement") is made and entered into between
Cisco Systems, Inc., a California corporation, with offices at 170 West Tasman
Drive, San Jose, California 95134 ("Cisco") and Predictive Systems, with offices
at Atlanta, GA as of the date last written below.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other Statement of Work, which may be executed.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS
By:__________________________________ By:__________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
1. PROJECT SCOPE. This Statement of Work defines the Services and the
Deliverables that Predictive Systems shall provide to Customer under the
terms of the Agreement ("Services"). Services shall be provided during
normal hours of business (Monday through Friday 8:00am to 5:00pm local
time, excluding Cisco observed holidays). A list of Cisco observed holidays
could be provided upon request.
Cisco shall provide Services (as described in Section 4 hereof) for the
following Customer site(s):
1.1 Location:
Customer: [***]
Address: [***]
Contact: [***]
Main No. [***]
Phone No. [***]
Fax No. [***]
Email: [***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2. RESOURCE DESCRIPTION and RATE.
[***]
3. SCHEDULE.
[***]
4. RESPONSIBILITIES OF THE PARTIES:
4.1 [***]
- --------
*** 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.
2
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
5. PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing
a written Purchase Order signed by an authorized representative,
indicating the following:
5.1 Services required by reference to this SOW and task/sites;
5.2 Quantity;
5.3 Price;
5.4 Requested service date;
5.5 Bill-to address;
5.6 Service-to address;
5.7 Primary site contact; and
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW
shall reference the SOW and the Agreement. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence, and any and all verbal
communications. All Purchase Orders must be approved and accepted by
Cisco at San Jose, CA.
6. ASSUMPTIONS. [***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
7. CHANGE MANAGEMENT PROCEDURES:
7.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
7.1.1 Customer's changes to the scope of work and/or specifications
for the Deliverables,
7.1.2 Customer's changes to the Implementation Plan,
7.1.3 Non-availability of resources which are beyond either party's
control; and/or,
7.1.4 Environmental or architectural impediments not previously
identified.
7.2 In the event either party desires to change this Statement of Work,
the following procedures will apply:
7.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other
party. The Change Request will describe the nature of the
change, the reason for the change, and the effect the change
will have on the scope of work, which may include changes to
the Deliverables, and the schedule.
7.2.2 A Change Request may be initiated either by the customer or
by Cisco for any material changes to the SOW. The designated
Program/Project Manager of the requesting party will review
the proposed change with his/her counterpart. The parties
will evaluate the Change Request and negotiate in good faith
the changes to the Services and the additional charges, if
any, required to implement the Change Request. If both
parties agree to implement the Change Request, the
appropriate authorized representatives of the parties will
sign the Change Request, indicating the acceptance of the
changes by the parties.
7.2.3 Upon execution of the Change Request, said Change Request
will be incorporated into, and made a part of, this SOW.
7.3 Whenever there is a conflict between the terms and conditions set
forth in a fully executed Change Request and those set forth in the
original SOW, or previous fully executed Change Request, the terms
and conditions of the most recent fully executed Change Request shall
prevail.
8. DURATION OF WORK/SCHEDULE.
A requested Service commencement date is to be included in Customer's
Purchase Order subject to confirmation by Cisco.
9. COMPLETION. [***]
10. PAYMENT. [***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
11. PRIMARY CONTACTS
Unless otherwise specified on the Purchase Order which has been accepted by
Cisco, the primary contact for the Customer shall be:
Customer Contact: Cisco Contact:
Telephone Number: Telephone Number:
Facsimile Number: Facsimile Number:
E-mail address: E-mail address:
12. ADDITIONAL TERMS
12.1 WARRANTY.
NOTHING IN THIS AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED
WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY CUSTOMER.
ANY AND ALL SERVICES AND DELIVERABLES PROVIDED HEREUNDER SHALL
BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN
THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT
ALLOWED BY APPLICABLE LAW. CUSTOMER MUST NOTIFY CISCO PROMPTLY
OF ANY CLAIMED BREACH OF ANY WARRANTIES. CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO'S
OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE
APPLICABLE EQUIPMENT LIST OR SOW AND RETURN OF THE PORTION OF
THE FEES PAID TO CISCO BY CUSTOMER FOR SUCH NON-CONFORMING
SERVICES OR DELIVERABLES. THIS DISCLAIMER AND EXCLUSION SHALL
APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET
FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY
PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH
IN SECTION 12.2 HEREOF.
12.2 LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO,
ITS SUPPLIERS AND ITS SUBCONTRACTORS UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO CISCO
UNDER THE EXHIBIT GIVING RISE TO SUCH LIABILITY FOR THE
SERVICES THAT WERE PROVIDED DURING THE SIX MONTHS PRECEDING
THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY OR,
IN THE CASE OF PROFESSIONAL SERVICES, SHALL BE LIMITED TO THE
AMOUNT PAID BY CUSTOMER TO CISCO UNDER THE SOW GIVING RISE TO
SUCH LIABILITY DURING THE SIX MONTHS PRECEDING THE EVENT OR
CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THE LIABILITY OF
CISCO AND ITS SUPPLIERS UNDER EACH THIS SOW SHALL BE
CUMULATIVE AND NOT PER INCIDENT.
12.3 CONSEQUENTIAL DAMAGES WAIVER.
IN NO EVENT SHALL CISCO, ITS SUPPLIERS OR ITS SUBCONTRACTORS
BE LIABLE FOR (A) ANY INCIDENTAL, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER
INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE OR (B) ANY COSTS OR EXPENSES FOR THE
PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES IN EACH CASE,
EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE
POSSIBILITY THEREOF\
12.4 CONFIDENTIAL INFORMATION.
5
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
12.4.1 Customer acknowledges that, in connection with this Agreement and
its relationship with Cisco, it may obtain information relating to the
Products or to Cisco, which is of a confidential and proprietary
nature ("Confidential Information"). Such Confidential Information may
include, but is not limited to, trade secrets, know how, inventions,
techniques, processes, programs, schematics, software source
documents, data, customer lists, financial information, and sales and
marketing plans or information which Customer knows or has reason to
know is confidential, proprietary or trade secret information of
Cisco, as well as any information posted on CCO. Customer shall at all
times, both during the term of this Agreement and for a period of at
least three (3) years after its termination, keep in trust and
confidence all such Confidential Information, and shall not use such
Confidential Information other than as expressly authorized by Cisco
under this Agreement, nor shall Customer disclose any such
Confidential Information to third parties without Cisco's written
consent. Customer further agrees to immediately return to Cisco all
Confidential Information (including copies thereof) in Customer's
possession, custody, or control upon termination of this Agreement at
any time and for any reason. The obligations of confidentiality shall
not apply to information which (a) has entered the public domain
except where such entry is the result of Customer's breach of this
Agreement; (b) prior to disclosure hereunder was already rightfully in
Customer's possession; (c) subsequent to disclosure hereunder is
obtained by Customer on a nonconfidential basis from a third party who
has the right to disclose such information to the Customer; (d) is
required to be disclosed pursuant to a court order, so long as Cisco
is given adequate notice and the ability to challenge such required
disclosure.
12.4.2 Neither party shall disclose, advertise, or publish the terms and
conditions of this Agreement without the prior written consent of the
other party. Any press release or publication regarding this Agreement
is subject to prior review and written approval of the parties.
12.5 This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior
or contemporaneous oral or written communications between the parties.
There are no conditions, understandings, agreements, representations,
or warranties, expressed or implied, which are not specified herein.
This Agreement may only be modified by a written document executed by
the parties hereto.
6
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[GRAPHIC OMITTED] APPENDIX A-1
Milestone Number: _______
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work (collectively, the
"Agreement") between Cisco Systems, Inc. and the undersigned, the undersigned
hereby certifies, by the signature of an authorized representative, that the
Milestone/Service described has been completed in a satisfactory manner on the
date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
___________________________________ _________________________________
("Customer") Cisco Project Manager
By:________________________________ By:______________________________
Name:______________________________ Name:____________________________
Title:_____________________________ Title:___________________________
Date:______________________________ Date:____________________________
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW" or "Agreement") is made and entered into between
Cisco Systems, Inc., a California corporation, with offices at 170 West Tasman
Drive, San Jose, California 95134 ("Cisco") and Predictive Systems, with offices
at Atlanta, GA as of the date last written below.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other Statement of Work, which may be executed.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS
By:_______________________________ By:_______________________________
Name:_____________________________ Name:_____________________________
Title:____________________________ Title:____________________________
Date:_____________________________ Date:_____________________________
1. PROJECT SCOPE. This Statement of Work defines the Services and the
Deliverables that Predictive Systems shall provide to Customer under the
terms of the Agreement ("Services"). Services shall be provided during
normal hours of business (Monday through Friday 8:00am to 5:00pm local time,
excluding Cisco observed holidays). A list of Cisco observed holidays could
be provided upon request.
Cisco shall provide Services (as described in Section 4 hereof) for the
following Customer site(s):
1.1 Location:
Customer: World Star Communications
Address: [***]
Contact: [***]
Phone No. [***]
Fax No. [***]
Email: [***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2. RESOURCE DESCRIPTION and RATE.
[***]
3. SCHEDULE.
[***]
4. RESPONSIBILITIES OF THE PARTIES:
4.1 Onsite Support
[***]
- --------
*** 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.
2
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
5. PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing a
written Purchase Order signed by an authorized representative, indicating
the following:
5.1 Services required by reference to this SOW and task/sites;
5.2 Quantity;
5.3 Price;
5.4 Requested service date;
5.5 Bill-to address;
5.6 Service-to address;
5.7 Primary site contact; and
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW shall
reference the SOW and the Agreement. The terms and conditions of the SOW and
the Agreement prevail regardless of any conflicting terms on the Purchase
Order, other correspondence, and any and all verbal communications. All
Purchase Orders must be approved and accepted by Cisco at San Jose, CA.
6. ASSUMPTIONS. [***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
7. CHANGE MANAGEMENT PROCEDURES:
7.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
7.1.1 Customer's changes to the scope of work and/or specifications for
the Deliverables,
7.1.2 Customer's changes to the Implementation Plan,
7.1.3 Non-availability of resources which are beyond either party's
control; and/or,
7.1.4 Environmental or architectural impediments not previously
identified.
7.2 In the event either party desires to change this Statement of Work, the
following procedures will apply: 7.2.1 The party requesting the change
will deliver a change request document ("Change Request") to the other
party.
7.2.1 The Change Request will describe the nature of the change, the
reason for the change, and the effect the change will have on the
scope of work, which may include changes to the Deliverables, and
the schedule.
7.2.2 A Change Request may be initiated either by the customer or by
Cisco for any material changes to the SOW. The designated
Program/Project Manager of the requesting party will review the
proposed change with his/her counterpart. The parties will
evaluate the Change Request and negotiate in good faith the
changes to the Services and the additional charges, if any,
required to implement the Change Request. If both parties agree
to implement the Change Request, the appropriate authorized
representatives of the parties will sign the Change Request,
indicating the acceptance of the changes by the parties.
7.2.3 Upon execution of the Change Request, said Change Request will be
incorporated into, and made a part of, this SOW.
7.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and conditions
of the most recent fully executed Change Request shall prevail.
8. DURATION OF WORK/SCHEDULE.
A requested Service commencement date is to be included in Customer's
Purchase Order subject to confirmation by Cisco.
9. COMPLETION. [***]
10. PAYMENT. [***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
11. PRIMARY CONTACTS
Unless otherwise specified on the Purchase Order which has been accepted by
Cisco, the primary contact for the Customer shall be:
Customer Contact: Cisco Contact:
Telephone Number: Telephone Number:
Facsimile Number: Facsimile Number:
E-mail address: E-mail address:
12. ADDITIONAL TERMS
12.1 WARRANTY.
NOTHING IN THIS AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY
HARDWARE PURCHASED OR SOFTWARE LICENSED BY CUSTOMER. ANY AND ALL
SERVICES AND DELIVERABLES PROVIDED HEREUNDER SHALL BE PERFORMED IN A
WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST
INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
CUSTOMER MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY
WARRANTIES. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY
SHALL BE, AT CISCO'S OPTION, RE-PERFORMANCE OF THE SERVICES; OR
TERMINATION OF THE APPLICABLE EQUIPMENT LIST OR SOW AND RETURN OF THE
PORTION OF THE FEES PAID TO CISCO BY CUSTOMER FOR SUCH NON-CONFORMING
SERVICES OR DELIVERABLES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY
EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS
OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE
LIMITATION OF LIABILITY SET FORTH IN SECTION 12.2 HEREOF.
12.2 LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO, ITS
SUPPLIERS AND ITS SUBCONTRACTORS UNDER THIS AGREEMENT SHALL BE LIMITED
TO THE AMOUNTS PAID BY CUSTOMER TO CISCO UNDER THE EXHIBIT GIVING RISE
TO SUCH LIABILITY FOR THE SERVICES THAT WERE PROVIDED DURING THE SIX
MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH
LIABILITY OR, IN THE CASE OF PROFESSIONAL SERVICES, SHALL BE LIMITED TO
THE AMOUNT PAID BY CUSTOMER TO CISCO UNDER THE SOW GIVING RISE TO SUCH
LIABILITY DURING THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES
GIVING RISE TO SUCH LIABILITY. THE LIABILITY OF CISCO AND ITS SUPPLIERS
UNDER EACH THIS SOW SHALL BE CUMULATIVE AND NOT PER INCIDENT.
12.3 CONSEQUENTIAL DAMAGES WAIVER.
IN NO EVENT SHALL CISCO, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE
FOR (A) ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, WHETHER
ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE OR (B)
ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT OR
SERVICES IN EACH CASE, EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN
INFORMED OF THE POSSIBILITY THEREOF.
5
12.4 CONFIDENTIAL INFORMATION.
12.4.1 Customer acknowledges that, in connection with this Agreement
and its relationship with Cisco, it may obtain information
relating to the Products or to Cisco, which is of a
confidential and proprietary nature ("Confidential
Information"). Such Confidential Information may include, but
is not limited to, trade secrets, know how, inventions,
techniques, processes, programs, schematics, software source
documents, data, customer lists, financial information, and
sales and marketing plans or information which Customer knows
or has reason to know is confidential, proprietary or trade
secret information of Cisco, as well as any information posted
on CCO. Customer shall at all times, both during the term of
this Agreement and for a period of at least three (3) years
after its termination, keep in trust and confidence all such
Confidential Information, and shall not use such Confidential
Information other than as expressly authorized by Cisco under
this Agreement, nor shall Customer disclose any such
Confidential Information to third parties without Cisco's
written consent. Customer further agrees to immediately return
to Cisco all Confidential Information (including copies
thereof) in Customer's possession, custody, or control upon
termination of this Agreement at any time and for any reason.
The obligations of confidentiality shall not apply to
information which (a) has entered the public domain except
where such entry is the result of Customer's breach of this
Agreement; (b) prior to disclosure hereunder was already
rightfully in Customer's possession; (c) subsequent to
disclosure hereunder is obtained by Customer on a
nonconfidential basis from a third party who has the right to
disclose such information to the Customer; (d) is required to
be disclosed pursuant to a court order, so long as Cisco is
given adequate notice and the ability to challenge such
required disclosure.
12.4.2 Neither party shall disclose, advertise, or publish the terms
and conditions of this Agreement without the prior written
consent of the other party. Any press release or publication
regarding this Agreement is subject to prior review and written
approval of the parties.
12.5 This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the parties. There
are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This
Agreement may only be modified by a written document executed by the
parties hereto.
6
[GRAPHIC OMITTED] Master Agreement Number:__________
Statement of Work Number:__________
Project Number:__________
APPENDIX A-1
Milestone Number: _______
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work (collectively, the
"Agreement") between Cisco Systems, Inc. and the undersigned, the undersigned
hereby certifies, by the signature of an authorized representative, that the
Milestone/Service described has been completed in a satisfactory manner on the
date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
___________________________________ ___________________________________
("Customer") Cisco Project Manager
By:________________________________ By:________________________________
Name:______________________________ Name:______________________________
Title:_____________________________ Title:_____________________________
Date:______________________________ Date:______________________________
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc. with offices at 17950
Preston Road Suite 1050, Dallas, Texas 75252_ ("Subcontractor") as of the date
last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. Appendix A - Milestone/Service Completion
7. Appendix B - Additional Customer Locations
8. Appendix C - Change Request
9. Appendix D - Travel and Expense Guidelines
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. Predictive Systems, Inc.
By:____________________________ By:_____________________________
Name:__________________________ Name:___________________________
Title:_________________________ Title:__________________________
Date:__________________________ Date:___________________________
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 1 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
1. PROJECT SCOPE.
1.1 Services:
[***]
1.2 Deliverables: [***]
1.3 Project Schedule:
[***]
1.4 Location Information:
[***]
Additional Customer locations, if any, are listed in Appendix B attached
hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
[***]
2. RESPONSIBILITIES OF THE PARTIES.
2.1 [***]
[***]
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 2 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[***]
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications
may be addressed and who has the authority to act on all aspects
of the Services. Such person shall be identified and the
Customer Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Providing adequate workspace for all Subcontractor project
personnel.
d) Providing a project staging area with telephone and modem line.
e) [***]
f) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer
sites to include computer data centers, facilities, workspace
and telephone for Subcontractor's use during the project.
g) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
h) Unless otherwise agreed to by the parties, responding within
two (2) business days of Subcontractor's request for
documentation or information needed for the Project.
3. COMPLETION. [***]
4. PRICING AND PAYMENT.
4.1 [***]
4.2 [***]
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 3 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
4.3 [***]
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's and/or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Non-availability of resources which are beyond either party's
control; and/or,
5.1.3 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work, the
following procedures will apply:
5.2.1 The party requesting the change will deliver a Change Request
document (Appendix C) to the other party. The Change Request will
describe the nature of the change, the reason for the change, and
the effect the change will have on the scope of work, which may
include changes to the Deliverables, and the schedule.
5.2.2 A Change Request may be initiated by either party for any material
changes to the SOW. The designated Program/Project Manager of the
requesting party will review the proposed change with his/her
counterpart. The parties will evaluate the Change Request and
negotiate in good faith the changes to the Services and the
additional charges, if any, required to implement the Change
Request. If both parties agree to implement the Change Request, the
appropriate authorized representatives of the parties will sign the
Change Request, indicating the acceptance of the changes by the
parties.
5.2.3 Upon execution of the Change Request, said Change Request will be
incorporated into, and made a part of this SOW.
5.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and conditions
of the most recent fully executed Change Request shall prevail.
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 4 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX A
MILESTONE/SERVICE COMPLETION CERTIFICATE
- --------------------------------------------------------------------------------
Pursuant to the above referenced Statement of Work between Cisco Systems, Inc.
("Cisco") and Predictive Systems, Inc. ("Subcontractor"), Cisco hereby
certifies, by the signature of an authorized representative, that the
Milestone/Service described below has been completed in a satisfactory manner on
the date indicated below:
Milestone/Service Date
- ----------------- ----
Acknowledged and Agreed:
CISCO SYSTEMS, INC.
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 5 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- ------------------------------------------------------------------------------------------------------------------------------------
Appendix B - Customer Installation Locations
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Site Name Product Quantity Contact Phone Closet Phone
Address
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 6 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX C - CHANGE REQUEST
- --------------------------------------------------------------------------------
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
Predictive Systems, Inc. , ("Subcontractor"), both parties hereby certify, by
the signature of an authorized representative, that this Change Management
Request will amend and be fully incorporated into the existing Statement of Work
(SOW).
1. Reason for Change Request:
2. Changes to SOW:
3. Impact (cost, schedule):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. Predictive Systems, Inc.
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
Date:____________________________ Date:____________________________
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 7 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX D - Travel and Expense Guidelines
- --------------------------------------------------------------------------------
[***]
Custom SOW [***]
rev. 111499
- --------
*** 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.
Page 8 of 9
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
[***]
Custom SOW [***] Page 9 of 9
rev. 111499
- --------
*** 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.
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
- --------------------------------------------------------------------------------
Statement of Work for Network Staff Augmentation
- --------------------------------------------------------------------------------
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems with offices at New York,
NY("Subcontractor") as of the date last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. Appendix A - Time Sheet
7. Appendix B - Change Request
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS
By: By:
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
---------------------------- ----------------------------
Date: Date:
----------------------------- -----------------------------
[***] Partner SOW
(rev. 111599)
- --------
*** 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.
Page 1 of 6
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
[GRAPHIC OMITTED]
1. PROJECT SCOPE.Subcontractor shall provide Services at the Customer
location(s) specified in Section 1.3.
1.1 Services:
[***]
1.2 Project Schedule:
1.2.1 Project objectives, deliverables and schedules will be developed
by Cisco Program Manager and Customer as required.
1.3 Customer Location Information:
[***]
1.4 Primary Contacts. Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
[***]
2. RESPONSIBILITIES OF THE PARTIES.
[***]
[***] Partner SOW
(rev. 111599)
- --------
*** 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.
Page 2 of 6
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
3. COMPLETION. Cisco shall insure that the proper personnel are available to
review and approve weekly time reporting by Subcontractor's assigned
personnel. This Cisco approved time reporting (see Appendix A) will form the
only basis for invoicing.
4. PRICING AND PAYMENT.
4.1 Pricing:
[***]
4.2 Purchase Order Issuance: Within 15 business days following the Effective
Date of this SOW, Cisco shall place orders for Services by issuing a
written Purchase Order to Subcontractor for the total amount indicated in
Section 4.1. Subcontractor shall not commence Services until a Cisco
Purchase Order is received; any Services performed by Subcontractor prior
to Cisco issuing its Purchase Order shall be at Subcontractor's sole
risk. The terms and conditions of the SOW and the Agreement prevail
regardless of any conflicting terms on the Purchase Order, other
correspondence and any and all verbal communications.
4.3 Invoicing and Payment: Subcontractor shall invoice Cisco monthly or upon
completion of Services, which ever comes first. [***]. Payment shall
be due 30 days from date of invoice. Invoices shall be sent to the
following address:
Cisco Systems, Inc.
P.O. Box 641570
San Jose, CA 95164-1570
Attn: Accounts Payable
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's and/or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Non-availability of resources which are beyond either party's
control; and/or,
5.1.3 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work, the
following procedures will apply:
5.2.1 The party requesting the change will deliver a Change Request
document (Appendix B) to the other party. The Change Request will
describe the nature of the change, the reason for the change, and
the effect the change will have on the scope of work, which may
include changes to the Deliverables, and the schedule.
5.2.2 A Change Request may be initiated by either party for any material
changes to the SOW. The designated Program/Project Manager of the
requesting party will review the proposed change with his/her
counterpart. The parties will evaluate the Change Request and
negotiate in good faith the changes to the Services and the
[***] Partner SOW
(rev. 111599)
- --------
*** 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.
Page 3 of 6
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
additional charges, if any, required to implement the Change
Request. If both parties agree to implement the Change Request,
the appropriate authorized representatives of the parties will
sign the Change Request, indicating the acceptance of the changes
by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will be
incorporated into, and made a part of this SOW.
5.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and conditions
of the most recent fully executed Change Request shall prevail.
[***] Partner SOW
(rev. 111599)
- --------
*** 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.
Page 4 of 6
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX A
MILESTONE/SERVICE COMPLETION CERTIFICATE
- --------------------------------------------------------------------------------
[***] Partner SOW
(rev. 111599)
- --------
*** 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.
Page 5 of 6
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX B - CHANGE REQUEST
- --------------------------------------------------------------------------------
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
_____________ , ("Subcontractor"), both parties hereby certify, by the signature
of an authorized representative, that this Change Management Request will amend
and be fully incorporated into the existing Statement of Work (SOW).
1. Reason for Change Request:
2. Changes to SOW:
3. Impact (cost, schedule):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. --------------------
By: By:
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
---------------------------- ----------------------------
Date: Date:
----------------------------- -----------------------------
[***] Partner SOW
(rev. 111599)
- --------
*** 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.
Page 6 of 6
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, with offices at 17950 Preston
Rd., Suite 1050, Dallas, TX 75252 ("Subcontractor") as of the date last written
below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------
*** 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.
Page 1 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
1. PROJECT SCOPE.
1.1 Services:
1.1.1 As more fully described in Section 2 Responsibilities of the
Parties, Subcontractor shall provide those services at the
Customer location(s) specified in Section 1.4.
[***]
1.1.2 Unless specified otherwise in this SOW, Services shall be
performed during the normal Business Day defined as 8:00 a.m. to
6:00 p.m. Monday through Friday local time, excluding Cisco
observed holidays. A list of Cisco observed holidays will be
provided upon request.
1.2 Deliverables:
None.
- --------
*** 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.
Page 2 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
1.3 Tentative Project Schedule:
[***]
1.4 Location Information:
[***]
- --------
*** 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.
Page 3 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
Additional Customer locations, if any, are listed in Appendix B
attached hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
Customer Contact: [***]
Telephone Number:
Facsimile Number:
E-mail address:
Cisco Contact: [***]
Telephone Number:
Facsimile Number:
E-mail address:
- --------
*** 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.
Page 4 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
2. RESPONSIBILITIES OF THE PARTIES.
2.1 Project Management:
2.1.1 Subcontractor is responsible for the following work through
on-site and remote Project Management:
a) Providing a single point of contact designated as the
Subcontractor Program Manager for all Project Support issues, and
designating a back up when the primary contact is not available.
b) Providing network design and implementation management
c) Receiving and reviewing logical/physical Project schematics from
Customer
d) Developing the Network Implementation Plan.
e) Developing the installation schedule in coordination with
Customer.
f) Working with Customer to develop site readiness and completion
criteria.
g) Developing Site Completion Sheet and procedures
h) Providing site/service completion to Customer to be reviewed and
executed by the Customer Project Manager or designated
representative in accordance with Section 1.5 of this SOW.
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications may
be addressed and who has the authority to act on all aspects of
the Services. Such person shall be identified and the Customer
Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Site Preparation. Customer shall perform site surveys and prepare
the installation site(s) according to the site preparation guide.
d) Providing adequate workspace for all Subcontractor project
personnel.
e) Providing a project staging area with telephone and modem line.
f) [***]
g) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer sites
to include computer data centers, facilities, workspace and
telephone for Subcontractor's use during the project.
h) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
i) Unless otherwise agreed to by the parties, responding within two
(2) business days of Subcontractor's request for documentation or
information needed for the Project.
j) [***]
2.2 Staging:
2.2.1 Subcontractor shall be responsible for the following:
[***]
- --------
*** 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.
Page 5 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[***]
2.2.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing a configuration template together with the site
specific configuration variables for Product in a spreadsheet
format at least 20 business days before scheduled installation
date. The configuration variables include but are not limited to:
o Internet Protocol Address and sub-network mask for each
interface to be configured.
o SNMP configuration data-SNMP trap host address, community
strings, etc.
2.3 Installation:
2.3.1 Subcontractor shall be responsible for the following:
a) Supplying the Subcontractor project team with a displayable form
of identification to be worn at all times during on-site project
activities.
b) De-installation of existing Customer network components per Final
Design Documentation.
c) Installation of all network components as specified in the Final
Design Documentation.
d) Developing installation check sheet to ensure a successful and
consistent installation.
e) Providing the new network addressing information for Customer's
file and application servers.
f) Providing physical connectivity of the out-of-band management
components.
2.3.2 Cisco shall ensure the following Customer responsibilities
shall be performed:
a) Providing unrestricted 24x7 access to Customer facilities,
including where applicable, computer equipment, facilities, work
spaces and telephone for Subcontractor's use during the Project.
b) Installing and verifying the operation of all external
communication hardware not provided by Cisco prior to or during
the physical installation.
c) Providing network "help desk" personnel to assist with the
following:
o [***]
o [***]
o [***]
d) Performing the hardware and software configuration changes that
will be required on Customer's file and application servers.
e) Providing all test scripts and POCs to verify both network and
server connectivity.
f) Providing all non-Cisco out-of-band management components.
g) Ensure that all site preparation (for example, but not limited
to, power, space, HVAC, abatement, cables, and racks) will be in
place and the site ready for equipment installation within three
(3) business days of the scheduled installation.
3. COMPLETION.
Cisco shall insure that the proper personnel are scheduled to review
each completed Service or Deliverable upon notification of completion
by Subcontractor. Cisco shall indicate its acceptance of the Service
- --------
*** 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.
Page 6 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
or Deliverable by signing the Milestone/Service Completion Certificate
within five (5) days from presentation of the completed Service or
Deliverable. Services and Deliverables shall be deemed accepted if
Cisco fails to respond within this five (5) day period. If a Service
or Deliverable is not complete for any reason, Cisco shall provide
written notification to Subcontractor and document that fact on the
Completion Certificate. Subcontractor shall have ten (10) days after
the receipt of such notice to correct the error given it is within
Subcontractor's scope to do so. Such time period to correct the error
may be extended by mutual consent.
4. PRICING AND PAYMENT.
4.1 Pricing: [***]
4.1.1 Expenses: [***]
4.2 Purchase Order Issuance: Within 15 business days following the
Effective Date of this SOW, Cisco shall place orders for Services by
issuing a written Purchase Order to Subcontractor for the total amount
indicated in Section 4.1. Subcontractor shall not commence Services
until a Cisco Purchase Order is received. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence and any and all verbal
communications.
4.3 Payment: Subcontractor shall invoice Cisco monthly or upon completion
of Services, which ever comes first. Payment shall be due 30 days from
date of invoice.
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following: 5.1.1 Cisco's or
Customer's changes to the scope of work and/or specifications for the
Deliverables, 5.1.2 Cisco's or Customer's changes to the Implementation
Plan, 5.1.3 Non-availability of resources which are beyond either
party's control; and/or, 5.1.4 Environmental or architectural
impediments not previously identified.
5.2 In the event either party desires to change this Statement of Work, the
following procedures will apply:
5.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other party. The Change
Request will describe the nature of the change, the reason for
the change, and the effect the change will have on the scope of
work, which may include changes to the Deliverables, and the
schedule.
- --------
*** 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.
Page 7 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
5.2.2 A Change Request may be initiated by either party for any
material changes to the SOW. The designated Program/Project
Manager of the requesting party will review the proposed change
with his/her counterpart. The parties will evaluate the Change
Request and negotiate in good faith the changes to the Services
and the additional charges, if any, required to implement the
Change Request. If both parties agree to implement the Change
Request, the appropriate authorized representatives of the
parties will sign the Change Request, indicating the acceptance
of the changes by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will
be incorporated into, and made a part of, this SOW.
5.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and
conditions of the most recent fully executed Change Request shall
prevail.
- --------
*** 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.
Page 8 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[GRAPHIC OMITTED]
APPENDIX A
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: _______
Milestone Number: _______
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
Acknowledged and Agreed: Acknowledged and Agreed:
__________________________________ _________________________________
Subcontractor Project Manager Cisco Project Manager
By:_______________________________ By:______________________________
Name:_____________________________ Name:____________________________
Title:____________________________ Title:___________________________
Date:_____________________________ Date:____________________________
- --------
*** 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.
Page 9 of 10
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Appendix B - Customer Installation Locations
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Site Name Product Quantity Contact Phone Closet Phone
Address
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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.
Page 10 of 10
Exhibit 10.20.9
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Statement of Work
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc. with offices at 17950
Preston Rd., Suite 1050, Dallas, TX 75252 ("Subcontractor") as of the date last
written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. APPENDIX A: Milestone/Service Completion
7. APPENDIX B: Customer Installation Location
8. APPENDIC C: Project Management Approach
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By:_____________________________________ By:______________________________________
Name:__________________________________ Name:___________________________________
Title:___________________________________ Title:____________________________________
Date:___________________________________ Date:____________________________________
03/01/00
- --------
*** 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
1. PROJECT SCOPE.
1.1 Services:
1.1.1 As more fully described in Section 2 Responsibilities of the
Parties, Subcontractor shall provide Cisco Systems services at
the Customer location(s) specified in Section 1.4. Services
shall include:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
1.1.2 Unless specified otherwise in this SOW, Services shall be
performed during the normal Business Day defined as 8:00 a.m. to
6:00 p.m. Monday through Friday local time, excluding Cisco
observed holidays. A list of Cisco observed holidays will be
provided upon request.
1.2 Deliverables and High-level Work Breakdown Structure
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 2
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 3
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
[***]
1.4 Location Information:
[***]
Additional Customer locations, if any, are listed in Appendix B
attached hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
Customer Contact [***]
Subcontractor Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 4
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 5
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
2. RESPONSIBILITIES OF THE PARTIES.
2.1 Project Management:
2.1.1 Subcontractor is responsible for the following work through on-site
and remote Project Management:
Cisco Systems, Inc. has asked Predictive Systems, Inc. [***]. The
scope of work will involve [***].
Predictive will [***].
a) Providing a single point of contact designated as the
Subcontractor Program Manager for all Project Support issues, and
designating a back up when the primary contact is not available.
b) Providing network design and implementation management
c) Receiving and reviewing logical/physical Project schematics from
Customer
d) Developing the Network Implementation Plan.
e) Developing the installation schedule in coordination with
Customer.
f) Working with Customer to develop site readiness and completion
criteria.
g) Developing Site Completion Sheet and procedures
h) Providing site/service completion to Customer to be reviewed and
executed by the Customer Project Manager or designated
representative in accordance with Section 1.5 of this SOW.
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications may
be addressed and who has the authority to act on all aspects of
the Services. Such person shall be identified and the Customer
Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Site Preparation. Customer shall perform site surveys and prepare
the installation site(s) according to the site preparation guide.
d) Providing adequate workspace for all Subcontractor project
personnel.
e) Providing a project staging area with telephone and modem line.
f) If Terminal Access Control Authentication Control System (TACACS)
is in use, provide a TACACS user-identification and password,
including a serial link access password and privileged-level
enable password for use by each installer.
g) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer sites
to include computer data centers, facilities, workspace and
telephone for Subcontractor's use during the project.
h) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
i) Unless otherwise agreed to by the parties, responding within two
(2) business days of Subcontractor's request for documentation or
information needed for the Project.
j) Notifying Subcontractor Project Manager of any installation
scheduling change at least seventy-two (72) hours prior to the
agreed published installation date.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 6
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
2.2 Staging:
2.2.1 Subcontractor shall be responsible for the following:
a) [***]
b) [***]
2.2.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing a configuration template together with the site
specific configuration variables for Product in a
spreadsheet format at least 20 business days [***] The
configuration variables include but are not limited to:
o [***]
o [***]
2.3 Installation:
2.3.1 Subcontractor shall be responsible for the following:
a) Supplying the Subcontractor project team with a displayable
form of identification to be worn at all times during
on-site project activities.
b) [***]
c) Installation of all network components as specified in the
Final Design Documentation.
d) Developing installation check sheet to ensure a successful
and consistent installation.
e) Providing the new network addressing information for
Customer's file and application servers.
f) Providing physical connectivity of the out-of-band
management components.
2.3.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing unrestricted 24x7 access to Customer facilities,
including where applicable, computer equipment, facilities,
work spaces and telephone for Subcontractor's use during the
Project.
b) Installing and verifying the operation of all external
communication hardware not provided by Cisco prior to or
during the physical installation.
c) Providing network "help desk" personnel to assist with the
following:
o Coordinate router upgrades.
o Coordinate the Customer hub de-installation and
Subcontractor switch installation teams during the
scheduled change controls.
o Work with the on-site teams to perform pre-upgrade
support, hardware support, IOS support, and
post-upgrade testing support.
d) Performing the hardware and software configuration changes
that will be required on Customer's file and application
servers.
e) Providing all test scripts and POCs to verify both network
and server connectivity.
f) Providing all non-Cisco out-of-band management components.
g) Ensure that all site preparation (for example, but not
limited to, power, space, HVAC, abatement, cables, and
racks) will be in place and the site ready for equipment
installation within three (3) business days of the scheduled
installation.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 7
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
3. COMPLETION. Cisco shall insure that the proper personnel are scheduled to
review each completed Service or Deliverable upon notification of
completion by Subcontractor. Cisco shall indicate its acceptance of the
Service or Deliverable by signing the Milestone/Service Completion
Certificate within five (5) days from presentation of the completed Service
or Deliverable. Services and Deliverables shall be deemed accepted if Cisco
fails to respond within this five (5) day period. If a Service or
Deliverable is not complete for any reason, Cisco shall provide written
notification to Subcontractor and document that fact on the Completion
Certificate. Subcontractor shall have ten (10) days after the receipt of
such notice to correct the error given it is within Subcontractor's scope
to do so. Such time period to correct the error may be extended by mutual
consent.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 8
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
4. PRICING AND PAYMENT.
4.1 Pricing:
[***]
NOTE: [***]
4.1.1 Expenses: [***]
4.2 Purchase Order Issuance: Within 15 business days following the
Effective Date of this SOW, Cisco shall place orders for Services by
issuing a written Purchase Order to Subcontractor for the total amount
indicated in Section 4.1. Subcontractor shall not commence Services
until a Cisco Purchase Order is received. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence and any and all verbal
communications.
4.3 Payment: Subcontractor shall invoice Cisco monthly or upon completion
of Services, which ever comes first. Payment shall be due 30 days from
date of invoice.
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Cisco's or Customer's changes to the Implementation Plan,
5.1.3 Non-availability of resources which are beyond either party's
control; and/or,
5.1.4 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work,
the following procedures will apply:
5.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other party. The Change
Request will describe the nature of the change, the reason for
the change, and the effect the change will have on the scope of
work, which may include changes to the Deliverables, and the
schedule.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 9
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
5.2.2 A Change Request may be initiated by either party for any
material changes to the SOW. The designated Program/Project
Manager of the requesting party will review the proposed change
with his/her counterpart. The parties will evaluate the Change
Request and negotiate in good faith the changes to the Services
and the additional charges, if any, required to implement the
Change Request. If both parties agree to implement the Change
Request, the appropriate authorized representatives of the
parties will sign the Change Request, indicating the acceptance
of the changes by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will
be incorporated into, and made a part of, this SOW.
5.3 Whenever there is a conflict between the terms and conditions set
forth in a fully executed Change Request and those set forth in the
original SOW, or previous fully executed Change Request, the terms and
conditions of the most recent fully executed Change Request shall
prevail.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 10
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
APPENDIX A-1
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: _______
Milestone Number: ____1___
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 11
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
APPENDIX A-2
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: __________
Milestone Number: ___2____
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 12
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Appendix B - Customer Installation Locations
Additional customer sites [***]
- ------------------------------------------------------------------------------------------------------------------------------------
Site Name Product Quantity Contact Phone Closet Phone
Address
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 13
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Appendix C - Change Request
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
Predictive Systems, Inc all parties hereby certify, by the signature of an
authorized representative, that this Change Management Request will amend and be
fully incorporated into the existing Statement of Work (SOW).
1. Reason for Change Request:
2. Changes to SOW (or specify to which document(s) change is required):
3. Impact (cost, schedule, scope, resources):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By: By:
------------------------------------ ---------------------------------
Name: Name:
----------------------------------- --------------------------------
Title: Title:
---------------------------------- -------------------------------
Date: Date:
----------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 14
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION.
Customer acknowledges that, in connection with this Agreement and
its relationship with Cisco, it may obtain information relating
to the Products or to Cisco, which is of a confidential and
proprietary nature ("Confidential Information"). Such
Confidential Information may include, but is not limited to,
trade secrets, know how, inventions, techniques, processes,
programs, schematics, software source documents, data, customer
lists, financial information, and sales and marketing plans or
information which Customer knows or has reason to know is
confidential, proprietary or trade secret information of Cisco,
as well as any information posted on CCO. Customer shall at all
times, both during the term of this Agreement and for a period of
at least three (3) years after its termination, keep in trust and
confidence all such Confidential Information, and shall not use
such Confidential Information other than as expressly authorized
by Cisco under this Agreement, nor shall Customer disclose any
such Confidential Information to third parties without Cisco's
written consent. Customer further agrees to immediately return to
Cisco all Confidential Information (including copies thereof) in
Customer's possession, custody, or control upon termination of
this Agreement at any time and for any reason. The obligations of
confidentiality shall not apply to information which (a) has
entered the public domain except where such entry is the result
of Customer's breach of this Agreement; (b) prior to disclosure
hereunder was already rightfully in Customer's possession; (c)
subsequent to disclosure hereunder is obtained by Customer on a
nonconfidential basis from a third party who has the right to
disclose such information to the Customer; (d) is required to be
disclosed pursuant to a court order, so long as Cisco is given
adequate notice and the ability to challenge such required
disclosure.
Neither party shall disclose, advertise, or publish the terms and
conditions of this Agreement without the prior written consent of
the other party. Any press release or publication regarding this
Agreement is subject to prior review and written approval of the
parties.
This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the parties. There
are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This
Agreement may only be modified by a written document executed by the
parties hereto.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 15
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Appendix D - Project Management Approach
A. Executive Summary
Appendix D clarifies the scope, definition of project boundaries, roles and
responsibilities of the core and extended team members, project budget, and
project management controls associated with [***]. The ability to achieve
the objectives and deliverables within the specified parameters must be
validated against a detailed project plan.
The acronym TBD (To Be Determined) will be used when information has not
yet been obtained. This information will be provided at a later date.
B. Project Phases Scope/Objectives
PHASE 1 [***]
PHASE 2 [***]
PHASE 3 [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 16
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
PHASE 4 [***]
PHASE 5 [***]
C. STANDARD [***]
[***]
Weekend and Holiday rate defined as the hours between 5:00 PM Local time Friday
through 8:00 AM local time Monday at an hourly time and material negotiated rate
per hour.
Travel required by Cisco Systems personnel in support of this Statement of Work
will be invoiced separately and at actual cost plus a 10% administrative charge.
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 17
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
D. Flexibility Matrix
[***]
[***]
E. Project Budget
-----------------------------------------------------------------------
Work Budget
-----------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 18
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
F. Estimated EquipmentDelivery /Equipment List
[***]
- --------
*** 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.
G. RESOURCE ALLOCATIONS
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 19
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
H. PROJECT ASSUMPTIONS
[***] project resources are made available at the level of effort necessary to
complete the project within scope, on scheduled, and within budget as defined
within this document.
Staging and Testing: The Customer provides appropriate facility security and
physical access Test System availability must be maintained at a reasonable
level. Excessive downtime may have a negative impact on the project schedule.
Communication: The Customer has the applications necessary to interface for
review and approval of Cisco and Predictive project deliverables.
Advance Notification: It is assumed that the CISCO Advance Notification has been
sent and its results will yield no impact to any other application.
Project Management Methodology: The Customer agrees to comply with the project
management methodology Cisco Systems, Inc. has employed to effectively manage
and control the budget, delivery schedule, deliverable submissions, and
resources associated with providing the products and services required.
Facility Requirements: Office space, telephones, facsimile machine(s), and
Internet connectivity will be provided by [***] on-site.
Training Requirements: Network transfer of knowledge and supporting technical
documentation will be provided by Cisco and Predictive System Engineers.
[***]
o The customer will provide access to all required systems, facilities, and
personnel to facilitate the completion of this project.
o The customer will provide [***].
o It is assumed that there are [***].
o It is assumed that the [***] components are not part of this scope.
o The customer will provide [***].
o The customer will [***].
o Site preparation issues, such as power, telco, fiber, and space issues will
be the responsibility of the customer.
o The site preparation work will be complete prior to Predictive consultants
arrival on-site for implementation.
o The customer will be responsible for all ancillary devices (cables, etc.).
o The project duration [***].
o All reasonable [***] will be billed to Cisco.
o Cisco will provide full-time Project Management and Project Oversight.
o Cisco will provide Lead Technical Engineer and Technical Oversight.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 20
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
I. RISK ASSESSMENT
[***]
J. CRITICAL TASKS COMPLETION CRITERIA
- --------------------------------------------------------------------------------------------------------------------------------
CRITICAL TASK IS COMPLETE WHEN...
- --------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 21
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 22
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
K. CORE TEAM MEMBERS / ROLES AND RESPONSIBILITIES
(*) PRIMARY CONTACTS: Unless otherwise specified on the Purchase Order which
has been accepted by Cisco, the primary contacts for the
Customer are annotated accordingly.
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 23
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 24
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 25
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 26
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 27
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 28
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
L. CHANGE MANAGEMENT PROCESS
Introduction
A Change Request is necessary whenever a task or activity requires an approach
that is different than originally approved by the [***]. A Change Request (CR)
is required when the project budget, resources, scope, timeline is altered from
what was originally approved. A change includes an estimated five day or greater
impact to the schedule or a total of eight man-hours (i.e. 1 person for 8 hours
or 2 people for 4 hours) have been expended for an effort. The Change Request is
necessary regardless of whether the change is a result of new customer
requirements, changes in our systems, new information or technology, new
regulatory requirements, or unanticipated findings.
Purpose
Changes occur frequently throughout our development effort. Many times, those
changes are small. Some are deceptively small because they start out appearing
as something that might be accomplishable in a matter of hours or even minutes.
Unfortunately, these changes can grow to something that will take substantially
longer to complete (days, weeks or months) or may require the efforts of more
individuals than originally anticipated. Scope creep is the result of
uncontrolled change.
Our customers need to know the impact of changes and be given the opportunity to
decide if a change (required or not) is justifiable and whether it should be
deferred until a more appropriate time--particularly if those changes impact the
overall cost or schedule. For scheduling and impact assessment purposes,
management needs to be informed of all changes.
While we hope that everyone recognizes that any change may impact our cost and
schedule, customers frequently perceive changes as something we would not accept
unless we can do it without affecting our cost or schedule.
Change management and the use of a change request, enables the project team and
project manager to monitor and communicate changes as they occur. They also
allow the management team to acquire a commitment from the customer to pay for
those changes.
Instructions For Processing a Change Request:
o Complete the form provided in this SOW and submit to the Project Manager
via e-mail or by hard copy. The Project Manager will review the Change
Request Form for completion. The Project Manager will input the form into
tracking database. Project Managers will need to keep status on a weekly
basis so that tracking database is maintained until the Change Request has
been closed.
o The Project Manager will insert an appropriate ID number and track the
Change Request.
o Be sure to consider cost and impact of the change on all phases of the
project (e.g. design, documentation, testing) and add attachments to
substantiate your findings or recommendations.
o Submit the Change Request form to your Project Manager; retaining a copy
for your own records. The project manager will meet with the Account
Manager and Engagement Manager if necessary and decide on whether to
implement the change requested. The Project Manager will notify you whether
the change was approved, deferred or rejected.
Custom SOW [***]
rev. 10/6/99
- --------
*** 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.
Page 29 of 31
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
M. ISSUE MANAGEMENT PROCESS
An issue is a question, concern or request that is raised by any originator and
pertains to the project. An issue may later be reclassified as a Change Request
or incident negotiated, deferred, or deleted. Issues should be maintained in the
a tracking database.
Issue For Resolution: An Issue for Resolution is the name given to items logged
in a tracking database as an issue and they have a type code of IFR. The IFR
process is utilized to record, track, escalate, and resolve issues.
Issue Management Process: The Issue Management Process encompasses the methods
employed to track issues to their resolution. Project team members need to be
committed to the process of issue management to ensure accurate project controls
and tracking.
The Issue Management Process provides a structured method to initiate, track,
escalate, and resolve issues. The Project Manager is responsible for managing
project issues. Left unresolved, issues may impede or prohibit project-related
progress or development by delaying or suspending work effort.
The Client, any member of the client's team or the Cisco project team can
initiate issues at any time during the life of the project by submitting an
issue by phone or electronic mail to [***]. Addressing and resolving an issue
may require a change to the project scope, price/rate, and implementation
schedule if the client deems necessary. NOTE: Change to the project scope may
have a direct impact on the budget and implementation schedule.
Similar to the Change Management Process, Issue Management may occur at any time
during the life of the project. Issues may evolve into Change Requests, they may
be deferred, canceled, worked through and eliminated (closed or completed), or
simply tabled. Issues may be discovered to be related to incidents already
known, or change request already in the process. Issues sometimes require senior
management action, or even organization reaction. Issue will be entered in the
tracking database in the same fashion as Change Requests. Issues are coded IFRs,
which stands for Issue For Resolution, and implies that action is required.
Identify Issue: Any originator can identify an issue. After identification, the
originator will forward the issue via electronic mail or hard copy to the
Project Manager. (An IFR template is being created--until a form is created
submit issues in a format of your choice via electronic mail.)
Escalation of an Issue: Define the process to identify how to escalate the issue
to the next authority level until resolved.
Assign Responsibility: The Project Manager assigns the appropriate resource the
responsibility for action on the issue. A Project Team Member forwards the IFR
to the Project Manager. The Project Manager originates the IFR in the tracking
database. The Project Manager will produce a weekly report of all open issues
upon request.
Review Customer Issues with Customer: The Project Manager will review any
applicable issues with the customer as necessary otherwise all outstanding
Issues (as well as Change Requests) will be listed in the weekly status
report.Obtain Customer Approval: If the issue was resolved, and it requires
customer approval, the Project Manager will forward the documentation for
appropriate written signature(s).
Approve Status: If the issue was not resolved, the issue returns to the
Originator for a decision to: accept the current status of the item, escalate,
defer, or cancel (marked canceled and archived).
Custom SOW [***]
rev. 10/6/99
- --------
*** 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.
Page 30 of 31
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
N. Communication Approach
The primary form of communication will be via electronic-mail. As well, team
communication is encouraged through team status meetings (via telephone
conference) conducted by the Project Manager throughout the lifecycle of this
project (every Wednesday from 10:30 a.m. -12:30 p.m.). Remote team members are
provided with bridge numbers to participate remotely in the weekly team
meetings. The Project Manager or delegate will record meeting minutes and action
items during the status meetings and will finalize and publish this information
and other required reports via electronic-mail.
The Project Manager will brief the Senior Manager on the status of the project
on a weekly basis through the submission of a Weekly Status Report. Unless
otherwise notified or instructed, this report will be submitted to the Senior
Manager by 2 p.m. via electronic mail on each Friday throughout the lifecycle of
the project. Project Red Flag items will be brought to the attention of the
Account Manager and Engagement Manager as soon as the Project Manager is aware
the urgent issue exists and will also be reflected in the Weekly Status Report.
Project Team members are to keep the Project Manager abreast of the status of
their assignments on a weekly basis. At an interval reporting time agreed upon
by the project team (Status Reports are due to the Project Manager every Friday
by 1 p.m. CST), team members will forward an informal status report to the
Project Manager. The Project Manager will use this information to assist in the
management and facilitation of allocation of resources, labor hours, issues,
change requests, requirements, project scope, etc. The status reports will be
consolidated and forwarded to the client by 2 p.m. CST every Friday by 2 p.m.
CST.
Information can be transferred among project team members via electronic-mail
and hard copy. All decisions made informally such as by telephone must be
documented and filed with the Project Manager. Finalization of project decisions
are contingent upon written approval of the Project Manager, senior manager, and
customer. Work cannot be performed until the appropriate documentation and
written approval is received and filed through the Project Manager or delegate.
All change and issue communication must be documented. Change Requests and
Issues will be coordinated through the Project Manager on the appropriate
form(s) to the Cisco Account Manager. The Project Manager is the primary point
of contact to interface with the Account Manager and Customer. All change
requests and issues will be tracked via the tracking database.
The Cisco Project Manager will provide the necessary tracking reports on a
weekly basis to the entire team and Customer to assist in the facilitation of
the project. All members of the project team, Project Manager, Engagement
Manager, Account Manager, Customer, and technical consultants have software
applications that are compatible for interfacing. These electronic mediums are
strongly encourage so that team members and the customer are able to share
information:
MS Word 97
MSExcel97
MSProject 98
MSAccess 97
electronic mail
Custom SOW [***] Page 31 of 31
rev. 10/6/99
- --------
*** 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.
Exhibit 10.20.10
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[***]
Statement of Work for [***]
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc., a Deleware corporation,
with offices at 145 Hudson Street, New York, NY 10013 ("Subcontractor") as of
the date last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract (PSS) agreement executed on May 14, 1999 ("Agreement")
between Cisco and Subcontractor. This SOW shall cover the responsibilities that
Subcontractor shall deliver to [***]. (Customer) acting as a contractor for
Cisco.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other SOWs that may be executed and attached to the Agreement.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS, INC.
By:______________________________ By:__________________________
Name:____________________________ Name:________________________
Title:___________________________ Title:_______________________
Date:____________________________ Date:________________________
1 PROJECT SCOPE
This Statement of Work defines the Services and associated Deliverables
("Services") that Subcontractor shall provide to Customer under the terms of
the Agreement.
1.1 Primary Customer Location Information
Network Engineering Department: [***]
Address: [***]
Primary Contact: [***]
Primary Contact Phone Number: [***]
Primary Contact After Hours Phone Number: [***]
Primary Contact Pager Number: [***]
Secondary Contact: [***]
Secondary Contact Phone Number: [***]
Secondary Contact After Hours Phone Number: [***]
Secondary Contact Pager Number: [***]
1.2 Product Type, Installation Locations and Product Quantities
Subcontractor shall provide Services (as described in Section 4 hereof)
for the indicated Cisco Products at the following Customer [***]:
--------------------------------------------------------------------------------------------------------------
Product
Type [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
- --------------------------------------------------------------------------------------------------------------
Product
Type [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
For each of these same Customer locations, Subcontractor shall provide
Services for the following non-Cisco equipment:
[***]
[***]
If necessary, Customer shall provide services for the following additional
non-Cisco power equipment:
[***]
2 SERVICES AND DELIVERABLES
Subcontractor will invoice the following Services and Deliverables in
accordance with the payment schedule set forth in Section 10 herein. The
following Services and Deliverables shall be delivered to Customer:
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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.
2
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2.1 Services
[***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
[***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***]
[***]
------------
2.2 Deliverables
2.2.1 [***]
2.2.2 [***]
2.2.3 [***]
3 SCHEDULE
The Services and Deliverables will be provided to Customer in accordance with
the following milestone schedule:
[***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4 RESPONSIBILITIES OF THE PARTIES
Project Management
4.1 Subcontractor shall be responsible for the following
4.1.1 Develop a Network Installation Project Plan.
4.1.2 Provide a Project Manager who will participate in regularly
scheduled meetings and manage the Subcontractor-related efforts.
4.1.3 Schedule and manage all site surveys.
4.1.4 Schedule and manage all installation activities within the scope of
the project.
4.2 Customer shall be responsible for the following
4.2.1 Designate a single point of contact to whom all Cisco communications
may be addressed and who has the authority to act on all aspects of
the services. Such person shall be identified below. Such contact
shall be available during normal hours of business (Monday through
Friday 8:00am to 5:00pm local time, excluding Cisco observed
holidays).
4.2.2 Unless otherwise agreed by the parties, ensure that Cisco's request
for information or documentation needed for the Project is met
within two (2) business days of Cisco's request.
4.2.3 Provide confirmation of the scheduled activity to the Cisco
Project Manager within ten (10) business days of a scheduled
rollout.
4.2.4 Notify Cisco Project Manager of any schedule changes within ten (10)
business days of any scheduled activity. Scheduling changes and/or
cancellations made after this ten (10) day window shall be subject
to Cisco's then current cancellation penalty charge.
4.2.5 Notify the Cisco Project Manager of any hardware and/or software
upgrade activity at least sixty (60) days prior to the scheduled
activity. Scheduling changes and/or cancellations made within ten
(10) days of the original activity date shall be subject to Cisco's
re-scheduling charge of five percent (5%).
4.2.6 Any additional warehousing costs associated with delays due to the
Customer.
4.2.7 Insure Customer's own products covered under this agreement against
loss or damage during the staging process.
4.3 Cisco shall be responsible for the following
4.3.1 Provide a single point of contact for all support issues within the
scope of the project. Such person shall be identified in Section 11
below.
Project Engineering
4.4 Subcontractor shall be responsible for the following
4.4.1 Provide a Project Engineer to support technical issues within the
scope of the project.
4.4.2 Provide a Network Design Review and Recommendations.
4.4.3 Provide remote technical support for additional configuration
services beyond the scope of this SOW. 4.4.4 Be present in
Customer's NOC during project acceptance testing.
4.4.5 Provide Installation Documentation for sites listed in Section 1.2.
4.4.5.1 Network Block Diagram shall include all hardware components
designating each network element.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.4.5.2 Network Cabling Diagram shall illustrate all
interconnectivity between hardware components at each
location and shall include the cable lengths and
designators.
4.4.5.3 Physical MDF/IDF layout shall include a physical placement
of equipment racks and patch panels within the room(s) as
illustrated in the "Network Block Diagram"
4.4.5.4 Rack diagram(s) shall include all components installed in
each rack as illustrated in the "Network Block Diagram"
designators for each connection that refers to the cabling
diagram.
4.4.5.5 Power requirements shall be documented in a grid that will
include, current, wire size, grounding, load rating, AC/DC,
receptacles and dedicated or shared breaker(s).
4.4.5.6 Cable specifications shall include all readily available
cable specification which may include, pin outs, connector
part number, length and cable part number of each equipment
manufacturers and will be duplicated and assembled in one
consolidated document.
4.4.5.7 Installation documentation, product documentation should be
supplied by each manufacturer. Specific as-built
documentation will be supplied for all products installed
specifically for this project. "As-built" is described as
follows: configuration of each hardware device and all
software entries made during the loading of all components.
4.4.5.8 Enable appropriate software licenses, if necessary.
4.4.6 Validate the application performance before the equipment is placed
into service.
4.4.7 Subcontractor shall use the customer's IP address class and provide
the data for the IP addressing scheme, which will include IP
network addressing/host addressing datasheet for the equipment
being installed.
4.5 Customer shall be responsible for the following
4.5.1 Provide reasonable access to Customer sites and facilities,
including where applicable, computer equipment, telecom equipment,
facilities, workspace and telephone for Cisco's use during the
project.
4.5.2 Provide adequate secured storage areas on the Customer's site for
Cisco equipment for the duration of the project.
4.5.3 When requested by Cisco, provide network physical and logical
schematics to Cisco.
4.5.4 Document and implement Customer Provided Equipment (CPE)
configuration as needed to implement the Cisco equipment.
4.5.5 Provide IP addresses and subnet masks for the new products' network
ports.
4.5.6 Provide access to gateway routers and/or modems for out of band
access.
4.5.7 Install and verify the operation of all external communications
equipment not provided by Cisco.
4.5.8 Provide a phone line and a modem and/or Internet access to a Cisco
server for software and firmware downloads.
4.5.9 Execute and deliver the [***] within fifteen (15) days of
notification by Cisco that a job is complete.
4.5.10 When requested by Cisco, provide Cisco a complete and documented
network architecture prior to service commencement.
4.5.11 When requested by Cisco, provide the Customer's building layout,
including the floor plan, cabling and power location for all
applicable sites.
Installation
4.6 Subcontractor shall be responsible for the following
4.6.1 [***]
4.6.2 [***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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.
5
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.6.3 [***].
4.6.4 [***].
4.6.5 [***].
4.6.6 [***]
4.6.6.1 [***].
4.6.6.2 [***].
4.6.6.3 [***].
4.6.7 [***].
4.6.8 [***].
4.6.9 [***].
4.7 Customer shall be responsible for the following
4.7.1 Prepare the installation site.
4.7.1.1 Ensure that proper environmental conditions are met.
4.7.1.2 Ensure that equipment racks are pre-installed at the site.
4.7.1.3 Ensure that adequate power is available at the equipment
racks.
4.7.2 Ensure that [***] clearly identified.
4.7.3 Ensure that any new telco circuits are installed and properly
tested prior to network installation.
4.7.4 Verify that all necessary cabling is delivered and available prior
to installation.
4.7.5 Identify a local site coordinator who is responsible for the
project for each location.
4.7.5.1 Customer site coordinator or another customer technical
installation representative shall be on-site at the
installation location during the installation process.
4.7.6 Handle delivery of equipment not provided by Cisco.
4.7.6.1 Send only the required gear to each location.
4.7.7 Specify network topology and clearly identify connectivity
requirements.
4.7.8 Provide existing network synchronization and data timing
configuration.
4.7.9 Provide voice telephone line and number (near the Cisco product)
for the installer to contact Cisco headquarters personnel.
4.7.10 Provide and verify interface specifications and requirements.
4.7.11 Verify all distance and interference limitations of interface
cables to be used at installation.
4.7.12 Provide access to proper grounding system.
4.7.13 Provide modem line and number (near the Cisco product) for the
installer to use if needed.
4.7.14 Provide earthquake bracing if required.
4.7.15 Provide proper security clearances and/or escorts as required to
access the site for equipment installation and maintenance.
4.7.16 Provide any special safety equipment required for the site.
4.7.17 Provide staging services in Denver for all equipment requiring such
preparation.
4.7.17.1 Equipment assembly, if required.
4.7.17.2 Initially configure equipment, where possible.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
6
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.7.17.3 Conduct burn-in and initial testing of equipment.
4.7.17.4 Upgrade all [***], and processor software.
4.7.17.5 Enter configurations into the tag (label) switching
controllers.
4.7.17.6 Assemble all parts and equipment for each site to
facilitate shipping.
4.7.18 Provide a detailed equipment installation list for each site.
4.7.19 Wire all cross-connect and patch panels.
4.7.20 Provide timely support for initial verification of configurations
and remote access by testing connectivity to Customer NOC before
installation team leaves each site.
5 PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing a
written Purchase Order signed by an authorized representative, indicating the
following:
5.1 Services required; by reference to project SOW and task/sites
5.2 Quantity
5.3 Price
5.4 Requested service date
5.5 Bill-to address
5.6 Service-to addresses
5.7 Primary site contacts
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW shall
reference the SOW and the Agreement. The terms and conditions of the SOW and
the Agreement prevail regardless of any conflicting terms on the Purchase
Order, other correspondence and any and all verbal communications. All
Purchase Orders must be approved and accepted by Cisco at San Jose, CA. In the
event of a conflict between the terms and conditions of this SOW and those in
the Agreement, the terms and conditions of the Agreement shall prevail.
6 ASSUMPTIONS
This Statement of Work and the rates/ price were prepared based on the
following key assumptions ("Assumptions"). Any deviations from these
Assumptions that arise during the Project shall be managed through the Change
Management Procedure as specified below. Parties agree that any changes in the
Assumptions may result in an adjustment in the rates/ price.
6.1 All site preparation work and other Customer responsibility tasks will be
completed prior to the start date specified in Customer's Purchase Order.
Delays caused by the lack of completed site preparation, or failure to
meet any responsibilities as specified above on the part of Customer, will
be billed at Cisco's then-current time and materials rates. Any additional
costs incurred by Customer as a result of delays shall be the sole
responsibility of the Customer.
6.2 This Agreement does not include hardware, software or maintenance
("Product"), which must be purchased separately.
6.3 Customer's network architecture design shall not change between the date
of Customer's execution of this SOW and the completion of all Services
contemplated hereunder.
6.4 Cisco requires a lead-time of three (3) days from acceptance of a Purchase
Order from Customer to begin work.
6.5 Cisco will require a schedule extension of thirty (30) days for any
personnel change requests made by Customer.
6.6 Union labor is not required.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
7
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
6.6.1 [***].
6.7 Services not covered under this SOW:
6.7.1 Maintenance on Products.
6.7.2 Unless otherwise specified in Section 4 above, any customization of,
or labor to install, software.
6.7.3 Support or replacement of Product that is altered, modified,
mishandled, destroyed or damaged by natural causes or damaged due to
a negligent or willful act or omission by Customer or use by
Customer other than as specified in the applicable Cisco-supplied
documentation.
6.7.4 Services to resolve software or hardware problems resulting from
third party products or causes beyond Cisco's control.
6.7.5 Services for non-Cisco software installed on any Cisco Product.
6.7.6 Any hardware upgrade required to run new or updated software.
7 CHANGE MANAGEMENT PROCEDURES
It may become necessary to amend this SOW for reasons including, but not
limited to, the following:
7.1 Customer changes to the scope of work and/or specifications for the
Services or Deliverables;
7.2 Customer changes to the IP
7.3 Non-availability of resources which are beyond either party's control; or
7.4 Environmental or architectural impediments not previously identified.
In the event it is necessary to change the Services and/or Deliverables
contemplated by this SOW, the following procedure will be followed:
Either Cisco, Subcontractor or Customer will prepare a document describing the
nature of the change, the reason for the change, and the effect of the change
on the scope of work, which may include changes to the project schedule,
Services and/or Deliverables. The parties will negotiate any price increase or
decrease as a result of the change.
8 DURATION OF WORK/SCHEDULE
A requested Service commencement date is to be included in Customer's Purchase
Order subject to confirmation by Subcontractor and Cisco.
9 COMPLETION
Customer shall insure that the proper personnel are scheduled to review each
completed Service or Deliverable upon notification of completion by
Subcontractor. Customer shall indicate its acceptance of the Service or
Deliverable by signing the WAN Unit Completion Certificate within fifteen (15)
days from presentation of the completed Service or Deliverable. Services and
Deliverables will be deemed accepted if Customer fails to respond within this
fifteen (15) day period. If a Service or Deliverable is not complete for any
reason, Customer shall provide written notification to Subcontractor and
document that fact on the WAN Unit Completion Certificate. Subcontractor shall
have ten (10) days after the receipt of such notice to correct the error given
it is within Subcontractor's scope to do so. Such time period to correct the
error may be extended by mutual consent.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
8
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
10 PAYMENT
Payment shall be due a net thirty (30) days from date of invoice. Payment of
Subcontractor invoices is subject to and controlled by the Agreement. The
Services and Deliverables shall be invoiced and payable in accordance with the
terms and provisions set forth above and in accordance with the following
payments schedule:
[***]
11 PRIMARY CONTACTS
Unless otherwise specified, the primary Customer, Cisco and Subcontractor
contacts for this project shall be:
Customer Contact: [***] Cisco Contact: [***]
Telephone Number: [***] Telephone Number: [***]
Facsimile Number: [***] Facsimile Number: [***]
E-mail address: [***] E-mail address: [***]
Subcontractor Contact: [***]
Telephone Number: [***]
Mobile Number: [***]
E-mail address: [***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
9
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
CISCO SYSTEMS
[GRAPHIC OMITTED]
Appendix A WAN Unit Completion Certificate
This WAN Node Notice of Completion ("Notice") must be completed by the Customer
and submitted to Cisco within fifteen (15) days upon Cisco's notification to
Customer that work is complete. Work is deemed complete and accepted by the
Customer if Cisco does not receive this Notice within such time.
Location of Cisco Products:
Types of Cisco Products: [***]
Initial
1. All devices are mounted at the customer-designated location. ----
2. Power is connected according to specifications. ----
3. Dedicated ground connections are provided for equipment, as required ----
4. All equipment is operational and free of alarms. ----
5. Equipment inventory has been noted and confirmed. ----
6. All equipment installed is of new condition and not damaged. ----
7. The specified software and firmware has been downloaded. ----
8. All equipment passes power up self-tests. ----
9. All cables are dressed and labeled. ----
10. The site is clean of packing material debris. ----
Acceptance Acknowledged:
[***]
("Customer")
By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
10
Exhibit 10.20.9
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Statement of Work
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc. with offices at 17950
Preston Rd., Suite 1050, Dallas, TX 75252 ("Subcontractor") as of the date last
written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. APPENDIX A: Milestone/Service Completion
7. APPENDIX B: Customer Installation Location
8. APPENDIC C: Project Management Approach
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By:_____________________________________ By:______________________________________
Name:__________________________________ Name:___________________________________
Title:___________________________________ Title:____________________________________
Date:___________________________________ Date:____________________________________
03/01/00
- --------
*** 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
1. PROJECT SCOPE.
1.1 Services:
1.1.1 As more fully described in Section 2 Responsibilities of the
Parties, Subcontractor shall provide Cisco Systems services at
the Customer location(s) specified in Section 1.4. Services
shall include:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
1.1.2 Unless specified otherwise in this SOW, Services shall be
performed during the normal Business Day defined as 8:00 a.m. to
6:00 p.m. Monday through Friday local time, excluding Cisco
observed holidays. A list of Cisco observed holidays will be
provided upon request.
1.2 Deliverables and High-level Work Breakdown Structure
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 2
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 3
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
[***]
1.4 Location Information:
[***]
Additional Customer locations, if any, are listed in Appendix B
attached hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
Customer Contact [***]
Subcontractor Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 4
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 5
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
2. RESPONSIBILITIES OF THE PARTIES.
2.1 Project Management:
2.1.1 Subcontractor is responsible for the following work through on-site
and remote Project Management:
Cisco Systems, Inc. has asked Predictive Systems, Inc. [***]. The
scope of work will involve [***].
Predictive will [***].
a) Providing a single point of contact designated as the
Subcontractor Program Manager for all Project Support issues, and
designating a back up when the primary contact is not available.
b) Providing network design and implementation management
c) Receiving and reviewing logical/physical Project schematics from
Customer
d) Developing the Network Implementation Plan.
e) Developing the installation schedule in coordination with
Customer.
f) Working with Customer to develop site readiness and completion
criteria.
g) Developing Site Completion Sheet and procedures
h) Providing site/service completion to Customer to be reviewed and
executed by the Customer Project Manager or designated
representative in accordance with Section 1.5 of this SOW.
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications may
be addressed and who has the authority to act on all aspects of
the Services. Such person shall be identified and the Customer
Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Site Preparation. Customer shall perform site surveys and prepare
the installation site(s) according to the site preparation guide.
d) Providing adequate workspace for all Subcontractor project
personnel.
e) Providing a project staging area with telephone and modem line.
f) If Terminal Access Control Authentication Control System (TACACS)
is in use, provide a TACACS user-identification and password,
including a serial link access password and privileged-level
enable password for use by each installer.
g) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer sites
to include computer data centers, facilities, workspace and
telephone for Subcontractor's use during the project.
h) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
i) Unless otherwise agreed to by the parties, responding within two
(2) business days of Subcontractor's request for documentation or
information needed for the Project.
j) Notifying Subcontractor Project Manager of any installation
scheduling change at least seventy-two (72) hours prior to the
agreed published installation date.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 6
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
2.2 Staging:
2.2.1 Subcontractor shall be responsible for the following:
a) [***]
b) [***]
2.2.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing a configuration template together with the site
specific configuration variables for Product in a
spreadsheet format at least 20 business days [***] The
configuration variables include but are not limited to:
o [***]
o [***]
2.3 Installation:
2.3.1 Subcontractor shall be responsible for the following:
a) Supplying the Subcontractor project team with a displayable
form of identification to be worn at all times during
on-site project activities.
b) [***]
c) Installation of all network components as specified in the
Final Design Documentation.
d) Developing installation check sheet to ensure a successful
and consistent installation.
e) Providing the new network addressing information for
Customer's file and application servers.
f) Providing physical connectivity of the out-of-band
management components.
2.3.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing unrestricted 24x7 access to Customer facilities,
including where applicable, computer equipment, facilities,
work spaces and telephone for Subcontractor's use during the
Project.
b) Installing and verifying the operation of all external
communication hardware not provided by Cisco prior to or
during the physical installation.
c) Providing network "help desk" personnel to assist with the
following:
o Coordinate router upgrades.
o Coordinate the Customer hub de-installation and
Subcontractor switch installation teams during the
scheduled change controls.
o Work with the on-site teams to perform pre-upgrade
support, hardware support, IOS support, and
post-upgrade testing support.
d) Performing the hardware and software configuration changes
that will be required on Customer's file and application
servers.
e) Providing all test scripts and POCs to verify both network
and server connectivity.
f) Providing all non-Cisco out-of-band management components.
g) Ensure that all site preparation (for example, but not
limited to, power, space, HVAC, abatement, cables, and
racks) will be in place and the site ready for equipment
installation within three (3) business days of the scheduled
installation.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 7
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
3. COMPLETION. Cisco shall insure that the proper personnel are scheduled to
review each completed Service or Deliverable upon notification of
completion by Subcontractor. Cisco shall indicate its acceptance of the
Service or Deliverable by signing the Milestone/Service Completion
Certificate within five (5) days from presentation of the completed Service
or Deliverable. Services and Deliverables shall be deemed accepted if Cisco
fails to respond within this five (5) day period. If a Service or
Deliverable is not complete for any reason, Cisco shall provide written
notification to Subcontractor and document that fact on the Completion
Certificate. Subcontractor shall have ten (10) days after the receipt of
such notice to correct the error given it is within Subcontractor's scope
to do so. Such time period to correct the error may be extended by mutual
consent.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 8
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
4. PRICING AND PAYMENT.
4.1 Pricing:
[***]
NOTE: [***]
4.1.1 Expenses: [***]
4.2 Purchase Order Issuance: Within 15 business days following the
Effective Date of this SOW, Cisco shall place orders for Services by
issuing a written Purchase Order to Subcontractor for the total amount
indicated in Section 4.1. Subcontractor shall not commence Services
until a Cisco Purchase Order is received. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence and any and all verbal
communications.
4.3 Payment: Subcontractor shall invoice Cisco monthly or upon completion
of Services, which ever comes first. Payment shall be due 30 days from
date of invoice.
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Cisco's or Customer's changes to the Implementation Plan,
5.1.3 Non-availability of resources which are beyond either party's
control; and/or,
5.1.4 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work,
the following procedures will apply:
5.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other party. The Change
Request will describe the nature of the change, the reason for
the change, and the effect the change will have on the scope of
work, which may include changes to the Deliverables, and the
schedule.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 9
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
5.2.2 A Change Request may be initiated by either party for any
material changes to the SOW. The designated Program/Project
Manager of the requesting party will review the proposed change
with his/her counterpart. The parties will evaluate the Change
Request and negotiate in good faith the changes to the Services
and the additional charges, if any, required to implement the
Change Request. If both parties agree to implement the Change
Request, the appropriate authorized representatives of the
parties will sign the Change Request, indicating the acceptance
of the changes by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will
be incorporated into, and made a part of, this SOW.
5.3 Whenever there is a conflict between the terms and conditions set
forth in a fully executed Change Request and those set forth in the
original SOW, or previous fully executed Change Request, the terms and
conditions of the most recent fully executed Change Request shall
prevail.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 10
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
APPENDIX A-1
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: _______
Milestone Number: ____1___
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 11
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
APPENDIX A-2
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: __________
Milestone Number: ___2____
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 12
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Appendix B - Customer Installation Locations
Additional customer sites [***]
- ------------------------------------------------------------------------------------------------------------------------------------
Site Name Product Quantity Contact Phone Closet Phone
Address
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 13
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Appendix C - Change Request
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
Predictive Systems, Inc all parties hereby certify, by the signature of an
authorized representative, that this Change Management Request will amend and be
fully incorporated into the existing Statement of Work (SOW).
1. Reason for Change Request:
2. Changes to SOW (or specify to which document(s) change is required):
3. Impact (cost, schedule, scope, resources):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By: By:
------------------------------------ ---------------------------------
Name: Name:
----------------------------------- --------------------------------
Title: Title:
---------------------------------- -------------------------------
Date: Date:
----------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 14
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION.
Customer acknowledges that, in connection with this Agreement and
its relationship with Cisco, it may obtain information relating
to the Products or to Cisco, which is of a confidential and
proprietary nature ("Confidential Information"). Such
Confidential Information may include, but is not limited to,
trade secrets, know how, inventions, techniques, processes,
programs, schematics, software source documents, data, customer
lists, financial information, and sales and marketing plans or
information which Customer knows or has reason to know is
confidential, proprietary or trade secret information of Cisco,
as well as any information posted on CCO. Customer shall at all
times, both during the term of this Agreement and for a period of
at least three (3) years after its termination, keep in trust and
confidence all such Confidential Information, and shall not use
such Confidential Information other than as expressly authorized
by Cisco under this Agreement, nor shall Customer disclose any
such Confidential Information to third parties without Cisco's
written consent. Customer further agrees to immediately return to
Cisco all Confidential Information (including copies thereof) in
Customer's possession, custody, or control upon termination of
this Agreement at any time and for any reason. The obligations of
confidentiality shall not apply to information which (a) has
entered the public domain except where such entry is the result
of Customer's breach of this Agreement; (b) prior to disclosure
hereunder was already rightfully in Customer's possession; (c)
subsequent to disclosure hereunder is obtained by Customer on a
nonconfidential basis from a third party who has the right to
disclose such information to the Customer; (d) is required to be
disclosed pursuant to a court order, so long as Cisco is given
adequate notice and the ability to challenge such required
disclosure.
Neither party shall disclose, advertise, or publish the terms and
conditions of this Agreement without the prior written consent of
the other party. Any press release or publication regarding this
Agreement is subject to prior review and written approval of the
parties.
This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the parties. There
are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This
Agreement may only be modified by a written document executed by the
parties hereto.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 15
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Appendix D - Project Management Approach
A. Executive Summary
Appendix D clarifies the scope, definition of project boundaries, roles and
responsibilities of the core and extended team members, project budget, and
project management controls associated with [***]. The ability to achieve
the objectives and deliverables within the specified parameters must be
validated against a detailed project plan.
The acronym TBD (To Be Determined) will be used when information has not
yet been obtained. This information will be provided at a later date.
B. Project Phases Scope/Objectives
PHASE 1 [***]
PHASE 2 [***]
PHASE 3 [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 16
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
PHASE 4 [***]
PHASE 5 [***]
C. STANDARD [***]
[***]
Weekend and Holiday rate defined as the hours between 5:00 PM Local time Friday
through 8:00 AM local time Monday at an hourly time and material negotiated rate
per hour.
Travel required by Cisco Systems personnel in support of this Statement of Work
will be invoiced separately and at actual cost plus a 10% administrative charge.
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 17
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
D. Flexibility Matrix
[***]
[***]
E. Project Budget
-----------------------------------------------------------------------
Work Budget
-----------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 18
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
F. Estimated EquipmentDelivery /Equipment List
[***]
- --------
*** 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.
G. RESOURCE ALLOCATIONS
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 19
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
H. PROJECT ASSUMPTIONS
[***] project resources are made available at the level of effort necessary to
complete the project within scope, on scheduled, and within budget as defined
within this document.
Staging and Testing: The Customer provides appropriate facility security and
physical access Test System availability must be maintained at a reasonable
level. Excessive downtime may have a negative impact on the project schedule.
Communication: The Customer has the applications necessary to interface for
review and approval of Cisco and Predictive project deliverables.
Advance Notification: It is assumed that the CISCO Advance Notification has been
sent and its results will yield no impact to any other application.
Project Management Methodology: The Customer agrees to comply with the project
management methodology Cisco Systems, Inc. has employed to effectively manage
and control the budget, delivery schedule, deliverable submissions, and
resources associated with providing the products and services required.
Facility Requirements: Office space, telephones, facsimile machine(s), and
Internet connectivity will be provided by [***] on-site.
Training Requirements: Network transfer of knowledge and supporting technical
documentation will be provided by Cisco and Predictive System Engineers.
[***]
o The customer will provide access to all required systems, facilities, and
personnel to facilitate the completion of this project.
o The customer will provide [***].
o It is assumed that there are [***].
o It is assumed that the [***] components are not part of this scope.
o The customer will provide [***].
o The customer will [***].
o Site preparation issues, such as power, telco, fiber, and space issues will
be the responsibility of the customer.
o The site preparation work will be complete prior to Predictive consultants
arrival on-site for implementation.
o The customer will be responsible for all ancillary devices (cables, etc.).
o The project duration [***].
o All reasonable [***] will be billed to Cisco.
o Cisco will provide full-time Project Management and Project Oversight.
o Cisco will provide Lead Technical Engineer and Technical Oversight.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 20
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
I. RISK ASSESSMENT
[***]
J. CRITICAL TASKS COMPLETION CRITERIA
- --------------------------------------------------------------------------------------------------------------------------------
CRITICAL TASK IS COMPLETE WHEN...
- --------------------------------------------------------------------------------------------------------------------------------
Complete core network implementation The network is considered implemented when...
- --------------------------------------------------------------------------------------------------------------------------------
Complete parallel network migration from old to new network The network migration is considered complete when... The
network is considered parallel when...
- --------------------------------------------------------------------------------------------------------------------------------
Aggregate addresses Addresses are considered aggregated when...
- --------------------------------------------------------------------------------------------------------------------------------
Transfer technical documentation and diagrams to web-based Transfer of technical documentation and diagrams to web-based
product product is considered complete when...
- --------------------------------------------------------------------------------------------------------------------------------
Conduct Design Walkthrough [***]
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 21
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
Transfer of knowledge [***]
- --------------------------------------------------------------------------------------------------------------------------------
Reserve and issue block of IP addresses Reservation and issuance of IP address blocks are considered
complete when...
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 22
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Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
K. CORE TEAM MEMBERS / ROLES AND RESPONSIBILITIES
(*) PRIMARY CONTACTS: Unless otherwise specified on the Purchase Order which
has been accepted by Cisco, the primary contacts for the
Customer are annotated accordingly.
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 23
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 24
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 25
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
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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.
Page 26
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 27
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** 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.
Page 28
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
L. CHANGE MANAGEMENT PROCESS
Introduction
A Change Request is necessary whenever a task or activity requires an approach
that is different than originally approved by the [***]. A Change Request (CR)
is required when the project budget, resources, scope, timeline is altered from
what was originally approved. A change includes an estimated five day or greater
impact to the schedule or a total of eight man-hours (i.e. 1 person for 8 hours
or 2 people for 4 hours) have been expended for an effort. The Change Request is
necessary regardless of whether the change is a result of new customer
requirements, changes in our systems, new information or technology, new
regulatory requirements, or unanticipated findings.
Purpose
Changes occur frequently throughout our development effort. Many times, those
changes are small. Some are deceptively small because they start out appearing
as something that might be accomplishable in a matter of hours or even minutes.
Unfortunately, these changes can grow to something that will take substantially
longer to complete (days, weeks or months) or may require the efforts of more
individuals than originally anticipated. Scope creep is the result of
uncontrolled change.
Our customers need to know the impact of changes and be given the opportunity to
decide if a change (required or not) is justifiable and whether it should be
deferred until a more appropriate time--particularly if those changes impact the
overall cost or schedule. For scheduling and impact assessment purposes,
management needs to be informed of all changes.
While we hope that everyone recognizes that any change may impact our cost and
schedule, customers frequently perceive changes as something we would not accept
unless we can do it without affecting our cost or schedule.
Change management and the use of a change request, enables the project team and
project manager to monitor and communicate changes as they occur. They also
allow the management team to acquire a commitment from the customer to pay for
those changes.
Instructions For Processing a Change Request:
o Complete the form provided in this SOW and submit to the Project Manager
via e-mail or by hard copy. The Project Manager will review the Change
Request Form for completion. The Project Manager will input the form into
tracking database. Project Managers will need to keep status on a weekly
basis so that tracking database is maintained until the Change Request has
been closed.
o The Project Manager will insert an appropriate ID number and track the
Change Request.
o Be sure to consider cost and impact of the change on all phases of the
project (e.g. design, documentation, testing) and add attachments to
substantiate your findings or recommendations.
o Submit the Change Request form to your Project Manager; retaining a copy
for your own records. The project manager will meet with the Account
Manager and Engagement Manager if necessary and decide on whether to
implement the change requested. The Project Manager will notify you whether
the change was approved, deferred or rejected.
Custom SOW [***]
rev. 10/6/99
- --------
*** 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.
Page 29 of 31
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
M. ISSUE MANAGEMENT PROCESS
An issue is a question, concern or request that is raised by any originator and
pertains to the project. An issue may later be reclassified as a Change Request
or incident negotiated, deferred, or deleted. Issues should be maintained in the
a tracking database.
Issue For Resolution: An Issue for Resolution is the name given to items logged
in a tracking database as an issue and they have a type code of IFR. The IFR
process is utilized to record, track, escalate, and resolve issues.
Issue Management Process: The Issue Management Process encompasses the methods
employed to track issues to their resolution. Project team members need to be
committed to the process of issue management to ensure accurate project controls
and tracking.
The Issue Management Process provides a structured method to initiate, track,
escalate, and resolve issues. The Project Manager is responsible for managing
project issues. Left unresolved, issues may impede or prohibit project-related
progress or development by delaying or suspending work effort.
The Client, any member of the client's team or the Cisco project team can
initiate issues at any time during the life of the project by submitting an
issue by phone or electronic mail to [***]. Addressing and resolving an issue
may require a change to the project scope, price/rate, and implementation
schedule if the client deems necessary. NOTE: Change to the project scope may
have a direct impact on the budget and implementation schedule.
Similar to the Change Management Process, Issue Management may occur at any time
during the life of the project. Issues may evolve into Change Requests, they may
be deferred, canceled, worked through and eliminated (closed or completed), or
simply tabled. Issues may be discovered to be related to incidents already
known, or change request already in the process. Issues sometimes require senior
management action, or even organization reaction. Issue will be entered in the
tracking database in the same fashion as Change Requests. Issues are coded IFRs,
which stands for Issue For Resolution, and implies that action is required.
Identify Issue: Any originator can identify an issue. After identification, the
originator will forward the issue via electronic mail or hard copy to the
Project Manager. (An IFR template is being created--until a form is created
submit issues in a format of your choice via electronic mail.)
Escalation of an Issue: Define the process to identify how to escalate the issue
to the next authority level until resolved.
Assign Responsibility: The Project Manager assigns the appropriate resource the
responsibility for action on the issue. A Project Team Member forwards the IFR
to the Project Manager. The Project Manager originates the IFR in the tracking
database. The Project Manager will produce a weekly report of all open issues
upon request.
Review Customer Issues with Customer: The Project Manager will review any
applicable issues with the customer as necessary otherwise all outstanding
Issues (as well as Change Requests) will be listed in the weekly status
report.Obtain Customer Approval: If the issue was resolved, and it requires
customer approval, the Project Manager will forward the documentation for
appropriate written signature(s).
Approve Status: If the issue was not resolved, the issue returns to the
Originator for a decision to: accept the current status of the item, escalate,
defer, or cancel (marked canceled and archived).
Custom SOW [***]
rev. 10/6/99
- --------
*** 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.
Page 30 of 31
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
N. Communication Approach
The primary form of communication will be via electronic-mail. As well, team
communication is encouraged through team status meetings (via telephone
conference) conducted by the Project Manager throughout the lifecycle of this
project (every Wednesday from 10:30 a.m. -12:30 p.m.). Remote team members are
provided with bridge numbers to participate remotely in the weekly team
meetings. The Project Manager or delegate will record meeting minutes and action
items during the status meetings and will finalize and publish this information
and other required reports via electronic-mail.
The Project Manager will brief the Senior Manager on the status of the project
on a weekly basis through the submission of a Weekly Status Report. Unless
otherwise notified or instructed, this report will be submitted to the Senior
Manager by 2 p.m. via electronic mail on each Friday throughout the lifecycle of
the project. Project Red Flag items will be brought to the attention of the
Account Manager and Engagement Manager as soon as the Project Manager is aware
the urgent issue exists and will also be reflected in the Weekly Status Report.
Project Team members are to keep the Project Manager abreast of the status of
their assignments on a weekly basis. At an interval reporting time agreed upon
by the project team (Status Reports are due to the Project Manager every Friday
by 1 p.m. CST), team members will forward an informal status report to the
Project Manager. The Project Manager will use this information to assist in the
management and facilitation of allocation of resources, labor hours, issues,
change requests, requirements, project scope, etc. The status reports will be
consolidated and forwarded to the client by 2 p.m. CST every Friday by 2 p.m.
CST.
Information can be transferred among project team members via electronic-mail
and hard copy. All decisions made informally such as by telephone must be
documented and filed with the Project Manager. Finalization of project decisions
are contingent upon written approval of the Project Manager, senior manager, and
customer. Work cannot be performed until the appropriate documentation and
written approval is received and filed through the Project Manager or delegate.
All change and issue communication must be documented. Change Requests and
Issues will be coordinated through the Project Manager on the appropriate
form(s) to the Cisco Account Manager. The Project Manager is the primary point
of contact to interface with the Account Manager and Customer. All change
requests and issues will be tracked via the tracking database.
The Cisco Project Manager will provide the necessary tracking reports on a
weekly basis to the entire team and Customer to assist in the facilitation of
the project. All members of the project team, Project Manager, Engagement
Manager, Account Manager, Customer, and technical consultants have software
applications that are compatible for interfacing. These electronic mediums are
strongly encourage so that team members and the customer are able to share
information:
MS Word 97
MSExcel97
MSProject 98
MSAccess 97
electronic mail
Custom SOW [***] Page 31 of 31
rev. 10/6/99
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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.
Exhibit 10.20.10
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[***]
Statement of Work for [***]
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc., a Deleware corporation,
with offices at 145 Hudson Street, New York, NY 10013 ("Subcontractor") as of
the date last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract (PSS) agreement executed on May 14, 1999 ("Agreement")
between Cisco and Subcontractor. This SOW shall cover the responsibilities that
Subcontractor shall deliver to [***]. (Customer) acting as a contractor for
Cisco.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other SOWs that may be executed and attached to the Agreement.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS, INC.
By:______________________________ By:__________________________
Name:____________________________ Name:________________________
Title:___________________________ Title:_______________________
Date:____________________________ Date:________________________
1 PROJECT SCOPE
This Statement of Work defines the Services and associated Deliverables
("Services") that Subcontractor shall provide to Customer under the terms of
the Agreement.
1.1 Primary Customer Location Information
Network Engineering Department: [***]
Address: [***]
Primary Contact: [***]
Primary Contact Phone Number: [***]
Primary Contact After Hours Phone Number: [***]
Primary Contact Pager Number: [***]
Secondary Contact: [***]
Secondary Contact Phone Number: [***]
Secondary Contact After Hours Phone Number: [***]
Secondary Contact Pager Number: [***]
1.2 Product Type, Installation Locations and Product Quantities
Subcontractor shall provide Services (as described in Section 4 hereof)
for the indicated Cisco Products at the following Customer [***]:
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Product
Type [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
- --------------------------------------------------------------------------------------------------------------
Product
Type [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
For each of these same Customer locations, Subcontractor shall provide
Services for the following non-Cisco equipment:
[***]
[***]
If necessary, Customer shall provide services for the following additional
non-Cisco power equipment:
[***]
2 SERVICES AND DELIVERABLES
Subcontractor will invoice the following Services and Deliverables in
accordance with the payment schedule set forth in Section 10 herein. The
following Services and Deliverables shall be delivered to Customer:
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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.
2
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2.1 Services
[***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
[***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***]
[***]
------------
2.2 Deliverables
2.2.1 [***]
2.2.2 [***]
2.2.3 [***]
3 SCHEDULE
The Services and Deliverables will be provided to Customer in accordance with
the following milestone schedule:
[***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4 RESPONSIBILITIES OF THE PARTIES
Project Management
4.1 Subcontractor shall be responsible for the following
4.1.1 Develop a Network Installation Project Plan.
4.1.2 Provide a Project Manager who will participate in regularly
scheduled meetings and manage the Subcontractor-related efforts.
4.1.3 Schedule and manage all site surveys.
4.1.4 Schedule and manage all installation activities within the scope of
the project.
4.2 Customer shall be responsible for the following
4.2.1 Designate a single point of contact to whom all Cisco communications
may be addressed and who has the authority to act on all aspects of
the services. Such person shall be identified below. Such contact
shall be available during normal hours of business (Monday through
Friday 8:00am to 5:00pm local time, excluding Cisco observed
holidays).
4.2.2 Unless otherwise agreed by the parties, ensure that Cisco's request
for information or documentation needed for the Project is met
within two (2) business days of Cisco's request.
4.2.3 Provide confirmation of the scheduled activity to the Cisco
Project Manager within ten (10) business days of a scheduled
rollout.
4.2.4 Notify Cisco Project Manager of any schedule changes within ten (10)
business days of any scheduled activity. Scheduling changes and/or
cancellations made after this ten (10) day window shall be subject
to Cisco's then current cancellation penalty charge.
4.2.5 Notify the Cisco Project Manager of any hardware and/or software
upgrade activity at least sixty (60) days prior to the scheduled
activity. Scheduling changes and/or cancellations made within ten
(10) days of the original activity date shall be subject to Cisco's
re-scheduling charge of five percent (5%).
4.2.6 Any additional warehousing costs associated with delays due to the
Customer.
4.2.7 Insure Customer's own products covered under this agreement against
loss or damage during the staging process.
4.3 Cisco shall be responsible for the following
4.3.1 Provide a single point of contact for all support issues within the
scope of the project. Such person shall be identified in Section 11
below.
Project Engineering
4.4 Subcontractor shall be responsible for the following
4.4.1 Provide a Project Engineer to support technical issues within the
scope of the project.
4.4.2 Provide a Network Design Review and Recommendations.
4.4.3 Provide remote technical support for additional configuration
services beyond the scope of this SOW. 4.4.4 Be present in
Customer's NOC during project acceptance testing.
4.4.5 Provide Installation Documentation for sites listed in Section 1.2.
4.4.5.1 Network Block Diagram shall include all hardware components
designating each network element.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.4.5.2 Network Cabling Diagram shall illustrate all
interconnectivity between hardware components at each
location and shall include the cable lengths and
designators.
4.4.5.3 Physical MDF/IDF layout shall include a physical placement
of equipment racks and patch panels within the room(s) as
illustrated in the "Network Block Diagram"
4.4.5.4 Rack diagram(s) shall include all components installed in
each rack as illustrated in the "Network Block Diagram"
designators for each connection that refers to the cabling
diagram.
4.4.5.5 Power requirements shall be documented in a grid that will
include, current, wire size, grounding, load rating, AC/DC,
receptacles and dedicated or shared breaker(s).
4.4.5.6 Cable specifications shall include all readily available
cable specification which may include, pin outs, connector
part number, length and cable part number of each equipment
manufacturers and will be duplicated and assembled in one
consolidated document.
4.4.5.7 Installation documentation, product documentation should be
supplied by each manufacturer. Specific as-built
documentation will be supplied for all products installed
specifically for this project. "As-built" is described as
follows: configuration of each hardware device and all
software entries made during the loading of all components.
4.4.5.8 Enable appropriate software licenses, if necessary.
4.4.6 Validate the application performance before the equipment is placed
into service.
4.4.7 Subcontractor shall use the customer's IP address class and provide
the data for the IP addressing scheme, which will include IP
network addressing/host addressing datasheet for the equipment
being installed.
4.5 Customer shall be responsible for the following
4.5.1 Provide reasonable access to Customer sites and facilities,
including where applicable, computer equipment, telecom equipment,
facilities, workspace and telephone for Cisco's use during the
project.
4.5.2 Provide adequate secured storage areas on the Customer's site for
Cisco equipment for the duration of the project.
4.5.3 When requested by Cisco, provide network physical and logical
schematics to Cisco.
4.5.4 Document and implement Customer Provided Equipment (CPE)
configuration as needed to implement the Cisco equipment.
4.5.5 Provide IP addresses and subnet masks for the new products' network
ports.
4.5.6 Provide access to gateway routers and/or modems for out of band
access.
4.5.7 Install and verify the operation of all external communications
equipment not provided by Cisco.
4.5.8 Provide a phone line and a modem and/or Internet access to a Cisco
server for software and firmware downloads.
4.5.9 Execute and deliver the [***] within fifteen (15) days of
notification by Cisco that a job is complete.
4.5.10 When requested by Cisco, provide Cisco a complete and documented
network architecture prior to service commencement.
4.5.11 When requested by Cisco, provide the Customer's building layout,
including the floor plan, cabling and power location for all
applicable sites.
Installation
4.6 Subcontractor shall be responsible for the following
4.6.1 [***]
4.6.2 [***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** 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.
5
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.6.3 [***].
4.6.4 [***].
4.6.5 [***].
4.6.6 [***]
4.6.6.1 [***].
4.6.6.2 [***].
4.6.6.3 [***].
4.6.7 [***].
4.6.8 [***].
4.6.9 [***].
4.7 Customer shall be responsible for the following
4.7.1 Prepare the installation site.
4.7.1.1 Ensure that proper environmental conditions are met.
4.7.1.2 Ensure that equipment racks are pre-installed at the site.
4.7.1.3 Ensure that adequate power is available at the equipment
racks.
4.7.2 Ensure that [***] clearly identified.
4.7.3 Ensure that any new telco circuits are installed and properly
tested prior to network installation.
4.7.4 Verify that all necessary cabling is delivered and available prior
to installation.
4.7.5 Identify a local site coordinator who is responsible for the
project for each location.
4.7.5.1 Customer site coordinator or another customer technical
installation representative shall be on-site at the
installation location during the installation process.
4.7.6 Handle delivery of equipment not provided by Cisco.
4.7.6.1 Send only the required gear to each location.
4.7.7 Specify network topology and clearly identify connectivity
requirements.
4.7.8 Provide existing network synchronization and data timing
configuration.
4.7.9 Provide voice telephone line and number (near the Cisco product)
for the installer to contact Cisco headquarters personnel.
4.7.10 Provide and verify interface specifications and requirements.
4.7.11 Verify all distance and interference limitations of interface
cables to be used at installation.
4.7.12 Provide access to proper grounding system.
4.7.13 Provide modem line and number (near the Cisco product) for the
installer to use if needed.
4.7.14 Provide earthquake bracing if required.
4.7.15 Provide proper security clearances and/or escorts as required to
access the site for equipment installation and maintenance.
4.7.16 Provide any special safety equipment required for the site.
4.7.17 Provide staging services in Denver for all equipment requiring such
preparation.
4.7.17.1 Equipment assembly, if required.
4.7.17.2 Initially configure equipment, where possible.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
6
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.7.17.3 Conduct burn-in and initial testing of equipment.
4.7.17.4 Upgrade all [***], and processor software.
4.7.17.5 Enter configurations into the tag (label) switching
controllers.
4.7.17.6 Assemble all parts and equipment for each site to
facilitate shipping.
4.7.18 Provide a detailed equipment installation list for each site.
4.7.19 Wire all cross-connect and patch panels.
4.7.20 Provide timely support for initial verification of configurations
and remote access by testing connectivity to Customer NOC before
installation team leaves each site.
5 PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing a
written Purchase Order signed by an authorized representative, indicating the
following:
5.1 Services required; by reference to project SOW and task/sites
5.2 Quantity
5.3 Price
5.4 Requested service date
5.5 Bill-to address
5.6 Service-to addresses
5.7 Primary site contacts
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW shall
reference the SOW and the Agreement. The terms and conditions of the SOW and
the Agreement prevail regardless of any conflicting terms on the Purchase
Order, other correspondence and any and all verbal communications. All
Purchase Orders must be approved and accepted by Cisco at San Jose, CA. In the
event of a conflict between the terms and conditions of this SOW and those in
the Agreement, the terms and conditions of the Agreement shall prevail.
6 ASSUMPTIONS
This Statement of Work and the rates/ price were prepared based on the
following key assumptions ("Assumptions"). Any deviations from these
Assumptions that arise during the Project shall be managed through the Change
Management Procedure as specified below. Parties agree that any changes in the
Assumptions may result in an adjustment in the rates/ price.
6.1 All site preparation work and other Customer responsibility tasks will be
completed prior to the start date specified in Customer's Purchase Order.
Delays caused by the lack of completed site preparation, or failure to
meet any responsibilities as specified above on the part of Customer, will
be billed at Cisco's then-current time and materials rates. Any additional
costs incurred by Customer as a result of delays shall be the sole
responsibility of the Customer.
6.2 This Agreement does not include hardware, software or maintenance
("Product"), which must be purchased separately.
6.3 Customer's network architecture design shall not change between the date
of Customer's execution of this SOW and the completion of all Services
contemplated hereunder.
6.4 Cisco requires a lead-time of three (3) days from acceptance of a Purchase
Order from Customer to begin work.
6.5 Cisco will require a schedule extension of thirty (30) days for any
personnel change requests made by Customer.
6.6 Union labor is not required.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
7
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
6.6.1 [***].
6.7 Services not covered under this SOW:
6.7.1 Maintenance on Products.
6.7.2 Unless otherwise specified in Section 4 above, any customization of,
or labor to install, software.
6.7.3 Support or replacement of Product that is altered, modified,
mishandled, destroyed or damaged by natural causes or damaged due to
a negligent or willful act or omission by Customer or use by
Customer other than as specified in the applicable Cisco-supplied
documentation.
6.7.4 Services to resolve software or hardware problems resulting from
third party products or causes beyond Cisco's control.
6.7.5 Services for non-Cisco software installed on any Cisco Product.
6.7.6 Any hardware upgrade required to run new or updated software.
7 CHANGE MANAGEMENT PROCEDURES
It may become necessary to amend this SOW for reasons including, but not
limited to, the following:
7.1 Customer changes to the scope of work and/or specifications for the
Services or Deliverables;
7.2 Customer changes to the IP
7.3 Non-availability of resources which are beyond either party's control; or
7.4 Environmental or architectural impediments not previously identified.
In the event it is necessary to change the Services and/or Deliverables
contemplated by this SOW, the following procedure will be followed:
Either Cisco, Subcontractor or Customer will prepare a document describing the
nature of the change, the reason for the change, and the effect of the change
on the scope of work, which may include changes to the project schedule,
Services and/or Deliverables. The parties will negotiate any price increase or
decrease as a result of the change.
8 DURATION OF WORK/SCHEDULE
A requested Service commencement date is to be included in Customer's Purchase
Order subject to confirmation by Subcontractor and Cisco.
9 COMPLETION
Customer shall insure that the proper personnel are scheduled to review each
completed Service or Deliverable upon notification of completion by
Subcontractor. Customer shall indicate its acceptance of the Service or
Deliverable by signing the WAN Unit Completion Certificate within fifteen (15)
days from presentation of the completed Service or Deliverable. Services and
Deliverables will be deemed accepted if Customer fails to respond within this
fifteen (15) day period. If a Service or Deliverable is not complete for any
reason, Customer shall provide written notification to Subcontractor and
document that fact on the WAN Unit Completion Certificate. Subcontractor shall
have ten (10) days after the receipt of such notice to correct the error given
it is within Subcontractor's scope to do so. Such time period to correct the
error may be extended by mutual consent.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
8
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
10 PAYMENT
Payment shall be due a net thirty (30) days from date of invoice. Payment of
Subcontractor invoices is subject to and controlled by the Agreement. The
Services and Deliverables shall be invoiced and payable in accordance with the
terms and provisions set forth above and in accordance with the following
payments schedule:
[***]
11 PRIMARY CONTACTS
Unless otherwise specified, the primary Customer, Cisco and Subcontractor
contacts for this project shall be:
Customer Contact: [***] Cisco Contact: [***]
Telephone Number: [***] Telephone Number: [***]
Facsimile Number: [***] Facsimile Number: [***]
E-mail address: [***] E-mail address: [***]
Subcontractor Contact: [***]
Telephone Number: [***]
Mobile Number: [***]
E-mail address: [***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
9
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
CISCO SYSTEMS
[GRAPHIC OMITTED]
Appendix A WAN Unit Completion Certificate
This WAN Node Notice of Completion ("Notice") must be completed by the Customer
and submitted to Cisco within fifteen (15) days upon Cisco's notification to
Customer that work is complete. Work is deemed complete and accepted by the
Customer if Cisco does not receive this Notice within such time.
Location of Cisco Products:
Types of Cisco Products: [***]
Initial
1. All devices are mounted at the customer-designated location. ----
2. Power is connected according to specifications. ----
3. Dedicated ground connections are provided for equipment, as required ----
4. All equipment is operational and free of alarms. ----
5. Equipment inventory has been noted and confirmed. ----
6. All equipment installed is of new condition and not damaged. ----
7. The specified software and firmware has been downloaded. ----
8. All equipment passes power up self-tests. ----
9. All cables are dressed and labeled. ----
10. The site is clean of packing material debris. ----
Acceptance Acknowledged:
[***]
("Customer")
By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** 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.
10