1
EXHIBIT 10.08(e)
Confidential treatment with respect to certain information in this Exhibit has
been requested of the Securities and Exchange 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.037-001-96
DEVELOPING ADVANCED ROUTINE TOOLS (DARTS)
This Development Agreement is entered into on the 15TH day of OCTOBER,
1996 by and between U S WEST Business Resources, Inc. as agent for 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 Licensee 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.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST October 15, 1996
Proprietary and Confidential Page 1
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 regarding any Deliverable Performance Specifications set
forth in Exhibit 1 of this Development
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST October 15, 1996
Proprietary and Confidential Page 2
4
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 JANUARY 31,
1997. 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.
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.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST October 15, 1996
Proprietary and Confidential Page 3
5
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's 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.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST October 15, 1996
Proprietary and Confidential Page 4
6
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 D. RUSSELL By: /s/ BARBARA IRWIN
------------------------ -----------------------
Title: EVP/COO Title: IR Director
------------------------ -----------------------
Date: 10/16/96 Date: 10/14/96
------------------------ -----------------------
U S WEST Business Resources, Inc.
Acting as Agent for: LICENSEE
By:
--------------------------
Title:
--------------------------
Date:
--------------------------
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST October 15, 1996
Proprietary and Confidential Page 5
7
EXHIBIT 1 - PROJECT DESCRIPTION
OVERVIEW
This Development Agreement outlines the proposed scope of consulting services
to be performed by Carnegie Group, Inc. (CGI) for U S WEST's Developing
Advanced Routine Tools (DART) strategy. CGI's understanding of this project is
that U S WEST has engaged us to do:
Rapid analysis of approximately 9 Application Programming Interfaces (APIs) and
2 3270 "screen scraping" interfaces to selected legacy operational systems
initially. Then, subsequent analysis and inventory of additional
interfaces that could be utilized in later phases of this project.
A parallel ""Fetch/Stuff"" Engine proof of concept development effort that will
support the service delivery process in the [ ] and [ ] market units by
reducing the time a CCE is engaged with customers in the new service order
process.
CGI proposes to provide U S WEST with a proof of concept ""Fetch/Stuff"" Engine
and associated short term deliverables that support U S WEST's overall
development efforts for this project. CGI's efforts will also support the
business usability testing required to bring improvements to the work processes
(i.e. decreasing customer contact time for CCEs) in the Service Delivery
Centers.
CGI believes that a U S WEST /CGI "partnership" approach to this project can
leverage the work already accomplished by U S WEST in the area of legacy system
interface evaluation and inventory management for incorporation into a
"Fetch/Stuff" Engine framework. This will translate into time and schedule
economies that provide U S WEST with a "quick win" and demonstrable value in
the near term, while laying the appropriate technical foundation to make the
longer-term, overall effort a success.
From a conceptual level, CGI proposes to do the following:
Partner with U S WEST to rapidly assess and inventory existing software code
interfaces (API's, screen scrapes, etc.) to the appropriate [ ] and [ ]
legacy systems impacting the ""Fetch/Stuff"" Engine effort. Once the
appropriate interfaces are identified, tested and documented, the
interface inventory effort will focus on a broader sampling of these as
well as other appropriate legacy systems for possible inclusion in the
"Fetch/Stuff" Engine at a later date.
Perform business and technical validation with U S WEST to quickly determine
appropriate legacy interfaces to re-use and/or consolidate into the
"Fetch/Stuff" Engine project.
Develop the proof of concept "Fetch/Stuff" intelligent software Engine which
initially incorporates approximately 9 API and 2 "3270 "screen scrape"
interfaces to selected legacy systems. These 11 legacy interface-related
items are listed in the Deliverables section of this document.
Develop scripting API from the NT/Notes client to the "Fetch/Stuff" Engine.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 1
8
The CGI approach to and deliverables from this project provide U S WEST with a
manageable short term solution which delivers the right foundation and
framework for incremental, scalable development towards a longer term
production solution. The intent is to provide U S WEST with a quick "win"
Legacy Interface Inventory Effort, a proof of concept "Fetch/Stuff" Engine
solution, and to demonstrate the value CGI can bring to this project in a
"partnership" role with U S WEST.
We believe that this "phased" approach to the overall project allows U S WEST
to team with CGI and appropriately leverage U S WEST business and technical
resources at the pace the organizational needs of the project dictate. It also
positions both companies to be mutually successful in the longer-term,
subsequent phases of the overall effort.
CGI ROLES AND RESPONSIBILITIES
The following activities are to be performed by CGI:
Develop an overall project schedule for this effort based on joint CGI/U S WEST
input.
Technical project management (for CGI's portions).
Create monthly status reports documenting project progress.
Document and catalog an inventory of existing interfaces to selected legacy
systems (to be determined by U S WEST). The following information is
provided for each interface:
Purpose of the interface
Ownership organization
Project (business/technical purpose) for which the interface was developed
Interface approach (e.g. TN3270 or API)
Current status (development, production, etc.)
Percent (%) reusability for DART project
Create the following technical documentation for the proof-of-concept system:
High level Requirements Specification
High level Design Specification
Integration Test Plan
Interface Specification/User Guide
Design/develop/implement the following components of the proof-of-concept
system:
Scripting API from NT/Notes client to "Fetch/Stuff" Engine
"Fetch/Stuff" Engine Server
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 2
9
"Fetch/Stuff" Engine Message Parser
Approximately 9 legacy system API interfaces in the "Fetch/Stuff" Engine
Approximately 2 3270 "screen scrape" legacy system interfaces
Conduct unit and integration testing for the proof of concept "Fetch/Stuff"
Engine.
Provide knowledge transfer to U S WEST for maintenance, training, etc.
Support system and acceptance testing.
U S WEST ROLES AND RESPONSIBILITIES
The following activities are to be performed by U S WEST:
Provide administrative project management and appropriate sponsorship support
to aid CGI in gaining access to internal IT groups who provide either
legacy system expertise and/or software.
Provide subject matter expertise on legacy systems as needed by the project
schedules.
Acquire and install all development hardware and software required by the end
of Week 2.
Provide communication network access from the development server to each legacy
system that U S WEST directs CGI to implement in the "Fetch/Stuff" Engine.
Provide system administration and database administration for software and
hardware platforms.
Specify documentation standards, formats, and templates that CGI is required to
follow in all project deliverables by the end of week 2 of the project.
Manage scope and expectations with end user clients.
System test and acceptance test the DART system with the "Fetch/Stuff" Engine
included.
Conduct user training for the DART system.
JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES
CGI and U S WEST are jointly responsible for the following activities:
Identification and acceptance decision on which legacy system interfaces are in
a production-ready state and are to be included in the proof-of-concept
"Fetch/Stuff" Engine by the end of week 4.
Develop system administration informal notes for the proof-of-concept system.
Hold weekly status meeting where time, progress, plans, and issues are
presented and action items are assigned for resolution.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 3
10
Follow change management procedures. (It is anticipated that U S WEST has
already defined change management procedures. Otherwise, CGI's standard
change management procedures can be incorporated into this project.)
Define the success criteria for the project.
SCOPE AND DELIVERABLES
The following comprise the general scope and deliverables envisioned by CGI for
this project:
Legacy System Inventory Assessment Document. This deliverable initially
documents legacy system interfaces for the specific legacy systems which
impact the "Fetch/Stuff" Engine Proof of Concept. CGI intends to focus on
the areas that support a basic customer new connect order. The following
areas are planned for the effort based on joint (CGI/U S WEST) acceptance
of their re-usability and/or production-ready status:
[ ] - Facilities Check
[ ] - Address Verification
[ ] - TN Selection
[ ] - Select Carrier
[ ] - Get CSR
[ ] - Get CSR
[ ] - Get Bill (USW is already doing work on this)
[ ] - Get Bill (USW is already doing work on this)
Appointment Scheduler - Get Next Appointment
2 "3270 screen scrapes" - Bill Balance, Duplicate Bill
Budget permitting, CGI may include a limited set (2-4) of [ ] Decoupling
Transactions in the Proof of Concept ""Fetch/Stuff"" functionality.
High level System Requirements Specification. This documents the joint success
criteria for the project and the individual requirements that the
"Fetch/Stuff" Engine must provide for the Proof of Concept.
High level System Design Specification. This documents the development hardware
and software platforms and system design elements. This will be delivered
at the end of the development interval.
Interface Specification Document. This describes the various APIs supported by
the "Fetch/Stuff" Engine module.
Provide NT/Notes scripting API to the front end interface to "Fetch/Stuff"
Engine facility.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 4
11
Monthly status report documenting the CGI team progress during that month.
The "Fetch/Stuff" Engine software (developed in C++ on the UNIX OS). This
includes the 11 legacy system interfaces identified above - provided they
are documented, tested and jointly accepted by the team at or before the
end of week 4.
The delivered "Fetch/Stuff" Engine software which has been unit tested and
integrated with a test client program.
SUMMARY
The consulting business and technical services outlined in this document
provide U S WEST with a cost-effective framework for rapid success while
incorporating the foundation for a robust and scalable environment over the
long term. As envisioned by CGI, the "Fetch/Stuff" Engine (to be delivered
under this Development Agreement) and associated environment is as shown in
Figure 1 below.
[ ]
Figure 1 - DART Environment
This DART Development Agreement specifically covers the Legacy Systems
Interface Code Inventory and "Fetch/Stuff" Engine proof of concept efforts to
be performed by CGI from October 15, 1996 through January 31, 1997.
CGI EXPERIENCE
CGI offers U S WEST a proven approach that allows for procurement and
acquisition of business/technical resources at the pace the business/project
needs, and a proven record of success in Legacy Systems Interface Project Work.
CGI's track record includes successful project experience with the following:
Interface to 5ESS, 1AESS, DMS100 switches on the Soft Dialtone ASAP project
Interface to SDT via ASAP project
Teaming with U S WEST Soft Dialtone team and INI to build [ ]
interface
Interface to [ ] pricing and availability tables on CASH
project
Interface to [ ] for C-LINK Sales Assistant
CSSP evaluation of interfaces built using CONNAPI for Screen Scraping to
[ ], [ ], and [ ] for repair information
Interface to [ ], [ ], [ ] and Work
Manager via ARMAR
CGI has the seasoned, available talent to partner with U S WEST for this
project. We can provide business and technical resources very quickly to be
flexible and responsive to U S WEST's needs. Finally, CGI brings a track record
of performance and success in this very type of Interface Inventory and
intelligent "Engine" development project.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 5
12
EXHIBIT 2 PROJECTED COST
COST OVERVIEW
The total cost of the work net of discounts is estimated at $[ ] based on
expected time and material expenses. No travel is anticipated for this project.
Should travel be required, U S WEST agrees to pay CGI travel expenses for all
pre-approved trips.
Estimated costs for the project are provided below. Note that the Alliance,
Volume and Facilities discounts are subtracted from the standard CGI time and
materials costs.
ITEMIZATION OF COSTS Amounts
- -----------------------------------------------------------------------------------------------------------
CONTRACT ENGINEERING COSTS (TIME AND MATERIALS) [ ]
[ ]% Alliance Discount [ ]
[ ]% Volume Discount [ ]
[ ]% Facilities Discount [ ]
- ------------------------------------------------------------------------------------------------------------
TOTAL CONTRACT ENGINEERING [ ]
- ------------------------------------------------------------------------------------------------------------
TRAVEL EXPENSES [ ]
- ------------------------------------------------------------------------------------------------------------
TOTAL DA ESTIMATE: [ ]
- -----------------------------------------------------------------------------------------------------------
The [ ]% Alliance Discount given is standard based on the terms of the GLA.
The [ ]% Volume Discount is being extended in good faith based on our
assumption that U S WEST will continue the project in the first quarter of
1997 with follow-on work for CGI that would satisfy the overall project
value threshold for the [ ]% level to apply.
Since it is assumed that U S WEST will provide the majority of the platforms,
software, and work location for the project environment, the net cost
estimate reflects a [ ]% computer facilities discount and a [ ]% building
facilities discount ("[ ]% Facilities Discount").
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 6
13
Estimated hours by skill category are as follows:
CATEGORY Number of People Total Estimated Hours
- -----------------------------------------------------------------------------
Manager 1 [ ]
Principal Engineer/Architect 1 [ ]
Sr. Engineer II 1 [ ]
Sr. Engineer I 3 [ ]
Engineer 2 [ ]
- -----------------------------------------------------------------------------
TOTAL PEOPLE / HOURS: 8 [ ]
- -----------------------------------------------------------------------------
The estimated costs stated herein are contingent upon the precedents,
dependencies, and assumptions set forth in this Agreement. U S West may, at its
discretion, terminate this Agreement by providing written notice to the CGI
Program Manager. IF such an eventuality occurs, all affected CGI resources
under this Agreement will be given a ramp down period of [ ] weeks to find
other work. Upon completion of the [ ] week ramp down, U S WEST will be
obligated to pay CGI for the time and materials expended in the project up to
and including the [ ] week ramp down.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 7
14
EXHIBIT 3 - SCHEDULE & STATEMENT OF WORK
TASKS, SCHEDULE, AND DELIVERABLES
The high level DART project activities as proposed by CGI appear in a graphical
PERT format below. The chart is intended to represent the major project tasks
over the estimated timeline. The schedule assumes a Project Start Date of
October 15, 1996 and an End Date of January 31, 1997. It also assumes down time
in project work over the Thanksgiving and Christmas holidays.
DART Project PERT Chart [Note: W = Week; POC = Proof of Concept]
The scope and schedule for the DART project includes 8 CGI personnel for the
overall interface inventory and "Fetch/Stuff" Proof of Concept effort. The
following table summarizes the tasks, schedule and deliverables included in
this DART Development Agreement:
TASK(S) RESP. START DATE END DATE DELIVERABLES
- ---------------------------------------------------------------------------------------------------------
Develop Schedule CGI 10/7/96 10/11/96 Schedule
- ---------------------------------------------------------------------------------------------------------
Define Project Success Joint 10/15/96 10/25/96 Success Criteria
Criteria
- ---------------------------------------------------------------------------------------------------------
Client SME Available U S WEST 10/15/96 1/30/97 SMEs Assigned
- ---------------------------------------------------------------------------------------------------------
Requirements Dev & CGI 10/15/96 11/4/96 Requirements Doc.
Analysis
- ---------------------------------------------------------------------------------------------------------
Req. Review U S WEST 11/5/96 11/11/96 Feedback
- ------------------------------------------------------------------------------------------------------
HW & SW System Available U S WEST 10/28/96 Development
Platform Available
- ---------------------------------------------------------------------------------------------------------
Provide HW/SW System U S WEST 10/29/96 1/30/97 Support
Guidance & Sys admin
- ---------------------------------------------------------------------------------------------------------
Design CGI 10/28/96 11/29/96 Design Document
- ---------------------------------------------------------------------------------------------------------
Design Review U S WEST 12/2/96 12/13/96 Feedback
- ---------------------------------------------------------------------------------------------------------
Software Development CGI 11/11/96 12/13/96 Software
- ---------------------------------------------------------------------------------------------------------
Unit Test CGI 12/2/96 12/20/96 Unit Tested Software
- ---------------------------------------------------------------------------------------------------------
Integration Test CGI 1/6/97 1/17/97 Int. Tested Software
- ---------------------------------------------------------------------------------------------------------
Provide Support for U S WEST 12/2/96 1/17/97 Support
Integration Testing
- ---------------------------------------------------------------------------------------------------------
Interface Specification Doc. CGI 10/15/96 1/30/97 Document
- ---------------------------------------------------------------------------------------------------------
System Test Team in Place U S WEST 1/5/97 1/5/97 Test Team Assigned
- ---------------------------------------------------------------------------------------------------------
TASK(S) RESP. START DATE END DATE DELIVERABLES
- ---------------------------------------------------------------------------------------------------------
System Test Plan U S WEST 1/6/97 1/17/97 System Test Plan
Development
- ---------------------------------------------------------------------------------------------------------
System Administration U S WEST 1/13/97 1/24/97 Training
Training and Documentation
Review
- ---------------------------------------------------------------------------------------------------------
System Testing U S WEST 1/20/97 1/31/97 Testing
- ---------------------------------------------------------------------------------------------------------
Provide System Testing CGI 1/20/97 1/31/97 Test Support &
Support Software
Maintenance Releases
- ---------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 8
15
ASSUMPTIONS
The above tasks, schedule and deliverables were developed based on the
following assumptions.
Overall project success for the proposed timeframe is based on the assumption
that U S WEST's legacy system interfaces are in useable shape, and will
not have to be substantially rewritten by CGI for inclusion into the
"Fetch/Stuff" Engine architecture.
The schedule is based on a project start date of October 15, 1996. Delays in
this start date may impact the estimated Proof of Concept "Fetch/Stuff"
Engine delivery date of January 31, 1997 with 2 weeks of downtime for the
Thanksgiving and Christmas holidays.
The work estimates are based on CGI Methodology and past experience. CGI will
continuously monitor the status and notify U S WEST of any issues or
jeopardy situations which may impact the delivery date.
CGI has access to timely U S WEST personnel (i.e. SMEs). CGI assumes SME access
will begin at Project Start and will continue through the duration of the
project schedule.
U S WEST to provide a sponsor and Project Manager to act as the liaison between
the U S WEST project team and the CGI project team.
CGI will work directly with subject matter experts (SMEs) to identify highest
priority legacy systems and the data required from those legacy systems.
Function determination for inclusion in interface evaluation work for different
operations related to legacy system access will be prioritized by U S
WEST.
Weekly status reports and meetings to be held between the U S WEST project
manager the CGI project manager to measure progress against the workplan.
Any known issues and risks are also discussed and raised to the next level
if not resolved.
CGI development work to be performed on a Hewlett-Packard UNIX server to be
provided by U S WEST.
U S WEST to provide facilities, computer equipment, server access, software,
etc., by the end of Week 2.
Any delays in dependent tasks (i.e. U S WEST tasks) may impact the delivery
date.
Changes requests to be submitted using the CGI or U S WEST change request
process for analysts to provide estimates, costs, and impact on current
deliverables. Signed approval is required before implementation of any
changes requests.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 9
16
EXHIBIT 4 - DELIVERABLES
DELIVERABLES
The table below provides a preliminary summary of the DART project
deliverables. Please note that these deliverables are contingent upon the
precedents, dependencies, and assumptions as set forth in this Agreement.
DELIVERABLE DESCRIPTION
- -----------------------------------------------------------------------------------
Requirements Document Requirements document defining all system
functionality for Proof of Concept system
success criteria for project customer for
project (person who determines if success
criteria is met)
- -----------------------------------------------------------------------------------
Design Document Design document defining:
specific make and version of all software
products to be used data models to be used
architecture diagram depicting system
components and data flows number of users
for system total number of concurrent
users for system expected number of
transactions per unit time for system:
size of data source and destination of all
data items owners of data
- -----------------------------------------------------------------------------------
Integration Test Plan Test Plan document identifying specific tests
needed to verify software compatibility with
the rest of the DART project.
- -----------------------------------------------------------------------------------
Interface Specification Document This document is an inventory of the selected
legacy system interfaces that were assessed
by the Dart team and whose APIs are supported
by the proof of concept "Fetch/Stuff" Engine.
- -----------------------------------------------------------------------------------
System Software System software for "Fetch/Stuff" Engine.
- -----------------------------------------------------------------------------------
A copy of the deliverables will be provided to the appropriate U S WEST
recipients. The master copy will contain a letter to be mutually signed by the
parties acknowledging delivery, receipt and acceptance of the deliverables.
Should CGI not receive the signed letter or a written list of items which are
not in compliance with the project specifications within ten (10) business days
after delivery, then the Deliverables shall be deemed accepted.
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 10
17
SIGNATURE PAGE
IN WITNESS WHEREOF, U S WEST and CGI agree and execute this Development
Agreement in duplicate by their respective authorized Project Managers.
CARNEGIE GROUP, INC. U S WEST
By: /s/ BRUCE D. RUSSELL By: /s/ BARBARA IRWIN
------------------------ ---------------------
Title: EVP/COO Title: IR Director
------------------------ ---------------------
Date: 10/19/96 Date: 10/14/96
------------------------ ---------------------
- -------------------------------------------------------------------------------
DA Number 037-001-96 Carnegie Group, Inc. and U S WEST: October 15, 1996
Proprietary and Confidential Exhibits - Page 11