1
EXHIBIT 10.02
Confidential treatment with respect to certain information in
this Exhibit has been requested of the Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The
bracketed portions of this Exhibit have been omitted from the
material filed in accordance with Rule 24b-2 and have been filed
separately with the Commission.
2
DEVELOPMENT AGREEMENT NO. 35-001-96
CALL HANDLING / FRONT END SCREEN & ROUTE
This Development Agreement is entered into on the 1st day of March,
1996 by and between U S WEST Advanced Technologies, Inc., a Colorado corporation
("USW-Technologies"), U S WEST Communications, Inc., a Colorado corporation
("USW-Communications"), (hereinafter USW-Technologies, USW-Communications and
their Affiliates will be collectively referred to as "Licensee"), and Carnegie
Group, Inc., a Delaware corporation with a principal place of business at Five
PPG Place, Pittsburgh, PA 15222 ("CGI").
ARTICLE 1 - RECITALS
1.1 Licensee and CGI entered into a General License Agreement (the
"GLA") on December 17, 1992 in which the parties committed to enter into a
series of Artificial Intelligence ("AI") technology research, experimentation
and development agreements ("Development Agreements") over a period beginning
on the Effective Date, as defined in the GLA, and ending on the fourth
anniversary of the Effective Date.
1.2 Licenses and CGI now desire to enter into this Development
Agreement pursuant to which the parties, as contemplated by the GLA, will
commit to a project of specific research, experimentation and development as
stated herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth in
this Development Agreement, Licensee and CGI agree as follows:
ARTICLE 2 - DEFINITIONS
2.1 Defined terms used in this Development Agreement shall have
the meanings set forth in Article 2 of the GLA, unless different meanings are
specifically set forth in this Development Agreement.
2.2 "Project" means the specific research, experimentation and
development which CGI will perform for Licensee under this Development
Agreement.
CH/FES&R 35-001-96 MARCH 27, 1996
3
2.3 "Project Description" means a detailed written description of
the Project, including but not limited to:
(a) any Deliverable Performance Specifications; and
(b) a listing which identifies and describes, as to the
Project:
(i) any Deliverables intended to be created in the
course of the Project; and
(ii) any Licensee Specific Technology intended to be
created in the course of the Project; and
(iii) any Licensee Proprietary Information or Licensee
Confidential Information to be made available to
CGI in the course of the Project; and
(iv) any Generic Research Technology intended to be
created in the course of the Project.
2.4 "Projected Cost" means that projected cost referred to in
Article 9 of the GLA and set forth in Article 5 hereof.
2.5 "Projected Date" means the projected date for completion of
the Project agreed upon by the parties and set forth in Article 6 hereof,
including any Agreed Completion Date.
ARTICLE 3 - EFFECT OF THE GLA
This Development Agreement is subject in all respects to the terms and
conditions of the GLA. Ownership of Generic Research Technology developed
hereunder is vested in U S WEST, in accordance with Article 3.3 of the GLA and
the payment of Alliance rates by Licensee to CGI as provided in Exhibit 2,
attached hereto.
ARTICLE 4 - PROJECT DESCRIPTION
4.1 The Project Description is set forth in Exhibit 1 attached
hereto.
4.2 CGI shall use its best efforts to complete the Project in
accordance with the Project Description. Except for the warranties set forth
in Article 8 of the GLA
CH/FES&R 35-001-96 MARCH 27, 1996
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regarding any Deliverable Performance Specifications set forth in Exhibit 1 of
this Development Agreement, CGI hereby disclaims any express or implied
warranty that all or any portion of the Project intended to be created or
developed pursuant to this Development Agreement will perform in accordance
with the Project Description or any other criteria.
ARTICLE 5 - PROJECTED COST; PAYMENT
5.1 CGI's Projected Cost for the Project is $ [ ]. An
itemized account of the Projected Cost including person-year rates applied as
Alliance, Technology and/or Co-Development Rates as defined in the GLA is set
forth in Exhibit 2 attached hereto. Modifications to the Projected Cost (and
any payments under Section 5.2) shall be governed by Sections 9.4 and 14.7 of
the GLA.
5.2 Licensee shall pay to CGI, in consideration for CGI's
performance of its obligations under this Development Agreement, the sum of
$ * in accordance with the payment schedule set forth in Article 5 of the
GLA.
*represents time and material costs in accordance with Exhibit 2 of this
Development Agreement
ARTICLE 6 - PROJECTED DATE
6.1 The Projected Date for completion of the Project is September
6, 1996. A time schedule listing projected dates for completion of interim
stages of the Project is set forth in Exhibit 3 attached hereto.
6.2 CGI shall use its best efforts to complete the Project by the
Projected Date. Except for the obligations set forth in Article 9 of the GLA
regarding any Agreed Completion Date set forth in Exhibit 3 of this Development
Agreement, CGI hereby disclaims any express or implied warranty that all or any
portion of the Project intended to be created or developed pursuant to this
Development Agreement will be completed on any date certain, including the
Projected Date.
ARTICLE 7 - TERMS OF DELIVERY AND RISK OF LOSS
7.1 CGI will deliver, at its expense, to Licensee any Deliverables
and Licensee Specific Technology in accordance with the Exhibits hereto.
CH/FES&R 35-001-96 MARCH 27, 1996
5
7.2 CGI will bear the risk of loss or destruction of such
Deliverables and Licensee Specific Technology until the delivery of such items
to Licensee at the location designated by Licensee. For the purposes hereof,
"delivery" shall mean physical delivery to a facility and shall not include
installation.
ARTICLE 8 - INSTALLATION
8.1 CGI will provide, at Licensee's request and expense, technical
assistance to Licensee sufficient for the proper installation of Deliverables
and Licensee Specific Technology in Licensee facilities. Such assistance may
include, if deemed necessary by Licensee, the presence of one or more CGI
employees at Licensee facilities to assist in such installation. Licensee will
pay, in accordance with the GLA, travel, room and board expense incurred by such
employees of CGI.
8.2 Licensee will bear the risk of loss or destruction of the
Deliverables, Licensee Specific Technology or any other items delivered to
Licensee facilities during and after installation.
ARTICLE 9 - OPERATIONAL TRAINING
CGI will provide, in accordance with Article 6 of the GLA, adequate
training to no more than 0 Licensee employees regarding the proper operation
and use of Deliverables, Licensee Specific Technology and Generic Research
Technology created in the course of the Project.
ARTICLE 10 - MAINTENANCE
CGI will perform maintenance and repair services on Deliverables,
Licensee Specific Technology and Generic Research Technology in accordance with
the GLA.
ARTICLE 11 - MODIFICATIONS AND AMENDMENTS
Any modifications to the Project or to this Development Agreement,
including but not limited to modifications to the Project Description, the
Projected Costs, or the Projected Date, to which the parties agree after the
date of execution of the Development Agreement, will be evidenced by a written
supplement to this Development Agreement executed by both parties.
CH/FES&R 35-001-96 MARCH 27, 1996
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ARTICLE 12 - INTEGRATION
This Development Agreement, the Exhibits attached hereto and the terms
of the GLA set forth the entire and exclusive agreement and understanding of
the parties relating to the subject matter contained herein, and supersede all
prior and contemporary discussions. Neither party will be bound by any
definition, condition, warranty or representation except as expressly set forth
in this Development Agreement or the GLA or as subsequently set forth in
writing signed by authorized representatives of each party.
IN WITNESS WHEREOF, Licensee and CGI have executed this Development
Agreement in duplicate by their respective authorized representatives.
CARNEGIE GROUP, INC. LICENSEE
By: /s/ BRUCE RUSSELL By: /s/ DENNIS A. DEMPSEY
------------------ ---------------------
Title: EVP/COO Title: VP-IDA
------------------ ---------------------
CH/FES&R 35-001-96 MARCH 27, 1996
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EXHIBIT 1
PROJECT DESCRIPTION
INTRODUCTION
This agreement covers efforts to be performed by CGI from March 1, 1996 through
September 6, 1996 for U S WEST in support of the Call Handling/Front End Screen
& Route (FES&R) project. The overall Call Handling/FES&R project is being
undertaken by U S WEST to deliver two system deployments: Phase I in February
1996, which has been delivered, and Phase II in July 1996. The deliverables
covered by this agreement are in support of both the Phase I and Phase II
deployments, however because of the time period covered, most of the
deliverables are in support of the Phase II Deployment.
The Call Handling Project Scope was defined in a Memorandum from Rod Morgan,
Technologies Project Manager, Call Handling dated September 5, 1995 and is
attached for reference to this agreement. CGI used this memorandum and the
Functional Requirements: Call Handling Capabilities document dated October 5,
1995 to estimate this agreement. Any changes to the Project Scope or the
Functional Requirements would require Change Orders to this agreement.
CGI ROLES AND RESPONSIBILITIES
Based on the defined scope and deliverables and the architecture design and the
detailed design work that was done by CGI and U S WEST, the following roles and
responsibilities can be defined for the Call Handling Project:
CGI will be responsible for detail design, development, test (unit test and
component integration test), documentation, and delivery of the Routing
Engine. The specific modules that CGI will be responsible for include:
[ ]
[ ]
[ ]
CH/FES&R 35-001-96 MARCH 27, 1996
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[ ]
[ ]
[ ]
CGI will be responsible for the detailed design, development, test (unit
test and component integration test), documentation, and delivery of the
Verification/Validation Utilities. The five specific utilities that CGI
will be responsible for include:
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
CGI will be responsible for the engineering management of the CGI resources
and delivery management of the CGI deliverables.
CGI will be responsible for status reporting to U S WEST and participating
in status meetings.
CGI will be responsible for system support (problem tracking and
resolution) during the integration testing, the system testing, the
production and user acceptance testing, and the deployment tasks.
U S WEST ROLES AND RESPONSIBILITIES(1)
U S WEST will be responsible either directly or indirectly (from outside
vendors) for the design, development, testing, integration, documentation
and deployment of all other modules, including but not limited to:
____________________
(1) Some of the tasks involved in delivering the U S WEST Responsibilities
may be assigned to CGI in other Development Agreements, but are listed here to
clearly indicate that they are not in the scope of this Agreement.
CH/FES&R 35-001-96 MARCH 27, 1996
9
AT&T VRU Interface
AT&T ACD/MIS Feed
AT&T ACD Upgrades-TN to ACD Set
VRU Hardware Upgrades
VRU Scripting
Data Models - Logical and Physical
Data Extract Programs for:
[ ]
[ ]
[ ]
[ ]
[ ]
Data Batch Load Programs/Conversion Programs for:
[ ]
[ ]
[ ]
[ ]
SYAD Tools
End-User Table Maintenance Tools - including Users Guide and
Consistency & Validation Rules, but excluding the
Verification/Validation Utilities supplied by CGI.
Setup and population of the databases including:
the development database
the unit test database
the integration test database
the system test database
the production test database
the production database
U S WEST will be responsible for assigning the full-time equivalent
engineers needed to take over the maintenance and support of the Routing
Engine and the Verification/Validation Utilities. CGI will transfer
the technology required to these engineers starting May 29, 1996.
U S WEST will be responsible for ordering, installing, and making available
the Development Environment (including HP and Sequent File Servers), the
Test Environments (unit, integration, system, and production test
environments), and the Production Environment in a timely manner.
U S WEST will assume overall project management responsibility.
U S WEST will be responsible for the Deployment Strategy and Deployment
Plan.
U S WEST will be responsible for the Operational Impact Analysis.
U S WEST will be responsible for defining the Change Control Methodology.
U S WEST will be responsible for defining the Call Flow Definitions and the
Current/New Process Definitions.
CH/FES&R 35-001-96 MARCH 27, 1996
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U S WEST will be responsible for porting the existing VRU Applications to
the new platforms.
U S WEST will be responsible for developing the Communications Plan.
U S WEST will be responsible for developing the Technical Trial Plan.
U S WEST will be responsible for scope and expectation setting with the
Clients.
U S WEST will provide Subject Matter Experts (SMES) for the CGI design and
development efforts, including expertise on tuning and programming on the
Sequent Platform, as well as Call Routing Expertise.
U S WEST will be responsible for the move of the Development Code to the
Test and Production Hosts.
U S WEST will be responsible for the management and implementation of the
System and Production Testing Processes.
U S WEST will be responsible for the management and implementation of the
Training Program for Call Handling, including both end-user and SYAD
training.
U S WEST was responsible for the completion of the Business Case and
obtaining the funding for the two phase delivery.
JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES
CGI will share the responsibility of managing the Clients expectations in
all meetings by presenting perceived changes in direction or scope to the
Call Handling Project Manager.
CGI will share the responsibility of establishing Acceptance Criteria and
Acceptance Test Plans for the Routing Engine and the overall system.
CGI will share the responsibility for developing the System and Production
Test Plans.
CGI will share the responsibility for producing the System Administration
Procedures and Documentation, specifically for the Routing Engine.
CGI will share the responsibility of installing all hardware and software
for the Routing Engine in all Environments.
CGI will share the responsibility of training the "trainers" on the System
Administration Functions for the Routing Engine.
CGI will share the responsibility of performance modeling and tuning of the
Routing Engine.
CH/FES&R 35-001-96 MARCH 27, 1996
11
DETAILED PROJECT DESCRIPTION
This agreement covers efforts to be performed by CGI from March 1, 1996 through
September 6, 1996 for U S WEST in support of the Call Handling/FES&R project.
The deliverables involved are in support of both the Phase I and Phase II
Deliverables and are further described in Exhibit 4.
The work covered under this agreement will deliver software modules and
utilities that run on the specially configured Sequent and HP hardware. The
effort also includes the work necessary to integrate and test the CGI delivered
modules with the other hardware and software modules to be supplied by AT&T and
the U S WEST Project Team. The currently known dependencies, risks, and
assumptions associated with the integration of the CGI delivered modules with
the other hardware and software modules are specified in Exhibit 3 of this
agreement, which covers schedule and statement of work.
[ ]
A. [ ]
B. [ ]
C. [ ]
D. [ ]
E. [ ]
F. [ ]
CH/FES&R 35-001-96 MARCH 27, 1996
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EXHIBIT 2
PROJECTED COST
The total cost of the work to be performed will be $ [ ] based on
estimated time and materials. No travel is anticipated. Should travel become
a necessity for the project, U S WEST agrees to pay CGI travel expenses for
all pre-approved trips.
It is planned that U S WEST will provide the majority of the platforms and
software for the project work environment and CGI will work at the U S WEST
site. Because this reflects a cost savings benefit to CGI, a [ ]% Computer &
Facilities discount is included in the project costs. Work requiring platforms
and software outside of this environment will be requested by U S WEST. It is
planned that U S WEST will provide availability to the nonstandard items to CGI
for the duration of the project should any be required.
U S WEST may, at its discretion, close the project or the involvement of CGI
resources by providing a written notice to the CGI Program Manager. If such an
eventuality occurs, the respective resources will be given a ramp down period
of [ ] weeks to find other work. Upon completion of the [ ] week ramp down
period, U S WEST will be obligated to CGI for the time and materials expended
up to and including the [ ] week ramp down.
Estimated costs for the project are provided below. Note that the Alliance,
Volume, and Facilities discounts are subtracted from the standard time and
material costs. The Volume discount for this Agreement considers the project as
a whole and applies the costs from previously signed development agreement(s)
with this Agreement when calculating Volume discount.
Total Time and Materials Costs $ [ ]
Less [ ]% Alliance Discount [ ]
Less [ ]% Volume Discount [ ]
Less [ ]% Computer Facilities Discount [ ]
-------------------------------------- -------------
Total Contract Engineering $[ ]
CH/FES&R 35-001-96 MARCH 27, 1996
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Additionally, we are providing the estimated hours by category:
CATEGORY EST. 96
HOURS
Sr. Manager [ ]
Manager [ ]
Sr. Engineer 2 [ ]
Sr. Engineer 1 [ ]
Engineer [ ]
Associate Engineer [ ]
-------------------------------------------------
CGI Total Hours [ ]
-------------------------------------------------
Exhibit 3 contains a further breakdown of estimated costs per task. The
estimated costs provided in Exhibit 3 are based on Carnegie Group's best
estimates and are subject to change, based on the interdependent nature of the
tasks and the noted assumptions and dependencies in Exhibit 3.
CH/FES&R 35-001-96 MARCH 27, 1996
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EXHIBIT 3
SCHEDULE AND STATEMENT OF WORK
The following table summarizes the remaining Tasks, Schedule and the Estimated
Costs for the Carnegie Group (CGI) Deliverables for the Phase I Deployment that
are covered under this agreement. Tasks that are already completed and were
previously funded under Development Agreements: 35-001-95 and 35-002-95, are
darkly shaded. The Estimated Costs given below by task are based on Carnegie
Group's best estimates and are subject to change, based on the interdependent
nature of the tasks and the noted assumptions and dependencies in this exhibit.
-------------------------------------------------------------------------------------------------
CGI TASKS Start Finish CGI Deliverables Estimated
Cost
-------------------------------------------------------------------------------------------------
FES&R Phase I 1996 Release
-------------------------------------------------------------------------------------------------
DESIGN
-------------------------------------------------------------------------------------------------
Architecture Design 9/1/95 9/15/95 Arch Document
-------------------------------------------------------------------------------------------------
Detailed Design & Prototyping 9/1/95 9/29/95 Design Notes
-------------------------------------------------------------------------------------------------
CONSTRUCTION
-------------------------------------------------------------------------------------------------
Programming and Unit Test - V1 10/2/95 10/27/95 V1 Software
-------------------------------------------------------------------------------------------------
Demo to Client V1 11/10/95 11/10/95 Demonstration
-------------------------------------------------------------------------------------------------
Programming and Unit Test - V2 11/1/95 12/15/95 V2 Software
-------------------------------------------------------------------------------------------------
Demo to Client V2 12/15/95 12/15/95 Demonstration
-------------------------------------------------------------------------------------------------
Documentation 11/22/95 1/15/96 SysAdmin Guide
-------------------------------------------------------------------------------------------------
Integration Testing 11/15/95 1/5/96 Sys Test Release
-------------------------------------------------------------------------------------------------
TESTING
-------------------------------------------------------------------------------------------------
System Testing 12/18/95 2/13/96 Testing Support
-------------------------------------------------------------------------------------------------
User Acceptance Testing 2/14/96 3/1/96 Testing Support
-------------------------------------------------------------------------------------------------
Software Accepted 3/1/96 3/1/96 Acceptance
-------------------------------------------------------------------------------------------------
DEPLOYMENT
-------------------------------------------------------------------------------------------------
Production Build 3/1/96 3/14/96 Phase I Release $[ ]
-------------------------------------------------------------------------------------------------
CH/FES&R 35-001-96 MARCH 27, 1996
15
-------------------------------------------------------------------------------------------------
Install Software 3/8/96 3/15/96 Installation Sup $[ ]
-------------------------------------------------------------------------------------------------
Train Trainees & SYADs 3/4/96 3/15/96 Training Support $[ ]
-------------------------------------------------------------------------------------------------
Begin Phase I Rollout 3/19/96
-------------------------------------------------------------------------------------------------
Support Phase I Deployment 3/1/96 Until Problem Tracking $[ ]
Phase II & Resolution
Rollout
(8/2/96)
-------------------------------------------------------------------------------------------------
Project End $[ ]
-------------------------------------------------------------------------------------------------
The following table summarizes the current Work Plan and Schedule for the CGI
deliverables for the Phase II Deployment. Tasks that have already been
initiated under the previously funded Development Agreements: 35-001-95 and
35-002-95, are lightly shaded. The majority of the deliverables covered under
this agreement are included in this table.
-------------------------------------------------------------------------------------------------
CGI TASKS Start Finish CGI Deliverables Estimated
Cost
-------------------------------------------------------------------------------------------------
FES&R Phase II 1996 Release
-------------------------------------------------------------------------------------------------
DESIGN
-------------------------------------------------------------------------------------------------
Architecture Design Review 1/2/96 3/18/96 $[ ]
-------------------------------------------------------------------------------------------------
Detailed Design for Extensions 1/2/96 3/18/96 Design Notes $[ ]
-------------------------------------------------------------------------------------------------
CONSTRUCTION
-------------------------------------------------------------------------------------------------
Programming and Unit Test - V3 3/19/96 4/16/96 V3 Software $[ ]
-------------------------------------------------------------------------------------------------
Demo to Client V3 4/17/96 4/17/96 Demonstration $[ ]
-------------------------------------------------------------------------------------------------
Programming and Unit Test - V4 4/17/96 5/3/96 V4 Software $[ ]
-------------------------------------------------------------------------------------------------
Documentation 1/2/96 5/31/96 Sys Admin Doc $[ ]
-------------------------------------------------------------------------------------------------
Integration Testing 5/6/96 5/31/96 Sys Test Release $[ ]
-------------------------------------------------------------------------------------------------
Demo to Client V4 5/29/96 5/29/96 Demonstration $[ ]
-------------------------------------------------------------------------------------------------
TESTING
-------------------------------------------------------------------------------------------------
System Testing 5/29/96 6/28/96 Testing Support $[ ]
-------------------------------------------------------------------------------------------------
User Acceptance Testing 6/28/96 7/19/96 Testing Support $[ ]
-------------------------------------------------------------------------------------------------
CH/FES&R 35-001-96 MARCH 27, 1996
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-------------------------------------------------------------------------------------------------
Software Accepted 7/19/96 7/19/96 Acceptance
-------------------------------------------------------------------------------------------------
DEPLOYMENT
-------------------------------------------------------------------------------------------------
Production Builds 7/19/96 7/31/96 Phase II Releases $[ ]
-------------------------------------------------------------------------------------------------
Install Software 7/31/96 8/2/96 Installation Sup $[ ]
-------------------------------------------------------------------------------------------------
Train Trainees & SYADs 7/31/96 8/2/96 Training Support $[ ]
-------------------------------------------------------------------------------------------------
Begin Phase II Rollout 8/2/96
-------------------------------------------------------------------------------------------------
Support Phase II Release 8/2/96 9/6/96 Problem Tk & Res $[ ]
-------------------------------------------------------------------------------------------------
TRANSFER TECHNOLOGY 5/29/96 9/6/96 Technology Trans. $[ ]
-------------------------------------------------------------------------------------------------
Project End 9/6/96 $[ ]
-------------------------------------------------------------------------------------------------
The following assumptions/dependencies were assumed in creating the above Work
Plans/Schedules and changes in the assumptions/dependencies may effect the
schedule, costs and deliverables listed in this agreement. CGI, when providing
their monthly project status reports, will identify issues and jeopardies that
are being caused by any of the following assumption/dependencies being
violated, and jeopardies will indicate that, unless the situation is resolved,
a change order to this agreement will have to be issued because of the
schedule/cost impacts.
CH/FES&R 35-001-96 MARCH 27, 1996
17
ASSUMPTIONS/DEPENDENCIES
The Detailed Design for the CGI Module Extensions for the Phase II Routing
Engine Release can only be completed by March 18, 1996 if U S WEST provides
the client SMEs to detail and agree on the detailed functional requirements
by March 11, 1996.
The Development Environment: Sequent & HP machines, user ids, directory
structure, SCM tools, database structures and DDL, some data population,
desks, terminals, etc., must remain stable and available through out the
Phase II Development process.
Other modules/components not being developed/purchased by CGI must be in place
and configured by May 6, 1996, for the start date for the Integration
Testing. These include, but are not limited to: [ ] and new voice
scripts. It is assumed that Integration Testing will be done using the
Development Environment.
The system can not be released to System Test until it passes the Integration
Test (with zero critical problems) and it can not be released to Production
without first passing System Test and the User Acceptance Testing.
User Acceptance Testing takes place in the System Test Environment. The
development of the User Acceptance Test Plan and Criteria are the
responsibility of U S WEST and the Clients.
The System Test Environment must be established and made available by U S WEST
by May 29, 1996. Establishment of the Environment is the responsibility of
the U S WEST System Test Group.
The Production Data, [ ], must be specified and populated by U S
WEST by July 31, 1996 for Production Release.
The Production Environment must be established and made available by U S WEST
by July 31, 1996.
CH/FES&R 35-001-96 MARCH 27, 1996
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Test Plans, Environments, Scenarios and Test Data must be identified by U S
WEST and in place by the start of the Integration (5/6/96), User Acceptance
(6/28/96), and System Test (5/29/96) Phases. The Test Data and Scenarios
are the responsibility of the U S WEST Clients but will be shared by CGI.
The System Test Plan is the responsibility of the U S WEST System Test
Group.
The dates for the final production builds for both Phase I & II are dependent
on the dates that the U S WEST Project Manager sets for the start of each
phases deployment, which may be sometime after the software has been
accepted. CGI assumes that this date will be within two weeks after the
software is accepted.
Additional, specific CGI assumptions include:
The detailed design and prototyping tasks need to be completed before the
programming and unit testing tasks can begin.
Formal technology transfer from CGI to U S WEST will be done in parallel
to system and user acceptance testing and production support for the
Phase II Release. This requires that the U S WEST engineers who will take
over support and maintenance of the technology be brought on-board by May
29, 1996.
12. The Customer Access Experience Scripts and associating routing data need to
be specified for integration with the routing engine modules.
13. The Account Activity Module is dependant upon extracts from Legacy Systems.
([ ])
CH/FES&R 35-001-96 MARCH 27, 1996
19
EXHIBIT 4
DELIVERABLES
The deliverables covered under this agreement are classified as Licensee
Specific Technology. It is not intended that any new Generic Research
Technology will be created in the course of this Project.
The following are the deliverables covered under this agreement for the Phase I
Deployment:
PHASE I DELIVERABLES
SOFTWARE
Routing Engine Software - Production Build
Routing Engine Software - Phase I Emergency Builds (if required)
SERVICES AND SUPPORT
User Acceptance Testing Support
Installation Support
System Administration Training Support
System Support (Problem Tracking & Resolution - Bug Fixes)
CH/FES&R 35-001-96 MARCH 27, 1996
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The following are the deliverables covered under this Agreement for the
Phase II Deployment:
PHASE II DELIVERABLES
SOFTWARE
Routing Engine Software - System Test Release
Routing Engine Software - User Acceptance Test Release
Routing Engine Software - Production Release
Routing Engine Software - Phase II Emergency Builds (if required)
DOCUMENTATION
Routing Engine Design Document/Notes Extension/Updates
Input/Review of System Admin Guide for Routing Engine
Unit/Component Integration Test Plan for Routing Engine
Input/Review to User Acceptance Test Plan
Input/Review to System Test Plan
SERVICES AND SUPPORT
V3 Client Demonstration
V4 Client Demonstration
Unit Testing
Integration Testing
Integration Testing Support
System Testing Support
Installation Support
User Acceptance Testing Support
System Administration Training Support
System Support (Problem Tracking & Resolution - Bug Fixes)
Technology Transfer to U S WEST
Operational Support
CH/FES&R 35-001-96 MARCH 27, 1996
21
CGI will deliver one copy of each Deliverable to the appropriate U S WEST
Project Manager along with a letter to be mutually signed by the parties,
acknowledging delivery, receipt and acceptance of the Deliverable. If U S WEST
does not sign and return the letter or provide a written list of the items that
are not in compliance with the project specifications within ten (10) business
days after delivery, then the Deliverable shall be deemed accepted.
In addition, CGI will provide U S WEST with monthly status reports including
blue angels (tasks completed/delivered), issues (yellow status), and jeopardies
(red status), as well as the hours expended by month and to date on specific
task breakdowns. A monthly meeting between CGI and U S WEST will be held to
review the project status and discuss any proposed changes, including
functionality/scope changes that would necessitate a change order being written
against this agreement.
CH/FES&R 35-001-96 MARCH 27, 1996