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Exhibit 10.04
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 material filed in accordance with Rule
24b-2 and have been filed separately with the Commission.
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SCHEDULE NUMBER "230597"/(AGREEMENT NO. 9700050785)
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This Schedule Number "230597", effective August 18, 1997 issued pursuant to the
General Terms and Conditions of Agreement No. 9700050785 dated June 30, 1997
between U S WEST and Carnegie Group, Inc. ("CGI") including the Special
Provisions Module - Software License and Services dated June 30, 1997
(collectively, the "Agreement") and is made a part thereto.
This Schedule contains the following sections:
1. Project Description
2. Schedule, Statement of Work and Deliverables
3. Projected Cost
This Schedule specifically overrides the terms and conditions of the Agreement
pursuant to "Exceptions/Definitions to the Agreement" in section 1.3 below. In
the event that such section 1.3 conflicts with the provisions of the Agreement,
the terms of section 1.3 shall control for purposes of this Schedule only.
In consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. PROJECT DESCRIPTION
1.1 INTRODUCTION
This Schedule covers the services and deliverables to be provided by Carnegie
Group, Inc. for U S WEST in support of [ ].
1.2 OVERVIEW
[ ].
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1.3 EXCEPTIONS/DEFINITIONS TO THE AGREEMENT
The following exceptions and definitions apply to this Schedule:
Special Rampdown provisions: Notwithstanding subsection 21.2 of the Agreement,
Customer shall be responsible for continued funding of the current CGI project
resources at the time of termination for a period of [ ].
Services Warranty terms: CGI will warrant the final Purchases for a period of
[ ] from final Acceptance in accordance with the terms of section 5 of the
Agreement.
Management of project resources:
(a) The CGI project manager assigned to this [ ] has exclusive
control of and over the CGI resources on the project,
including but not limited to responsibility for staff
assignment, project team makeup, and transition of CGI
resources either onto or from a project. U S WEST may
request the CGI project manager to make changes relating
to the CGI resources. CGI will respond with consent or
an objection to consent and reasons why consent will be
withheld; consent will not be unreasonably withheld.
(b) The CGI project manager and the U S WEST project manager have
the authority to mutually agree on the location, either at a
U S WEST site or CGI site, where each CGI resource may work
during the project, including an associated period of time,
based on not compromising the schedule and deliverables set
forth in this Schedule.
Review of the Schedule
(a) The parties agree that the U S WEST team leader, the U S WEST
project manager and the CGI project manager will meet within
the first week after the effective date of this Schedule to
review the details of this Schedule, including but not
limited to the Exceptions to the Agreement provided above
("Review")
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(b) The Review will occur more than once should a new U S WEST
team leader, U S WEST project manager or CGI project manager
be assigned by U S WEST or CGI respectfully to the [ ] after
the initial Review, unless as otherwise mutually agreed by
the parties.
1.4 CGI ROLES AND RESPONSIBILITIES
The following activities (such as design, development, testing, documentation
and delivery of system, based on multiple tasks) are to be performed by CGI:
1. Develop an overall project schedule for this effort based on
joint CGI/U S WEST input.
2. Provide project management for the CGI software development
team.
3. Create weekly status reports documenting project progress.
4. Acquire and install all development software and hardware, on
CGI premises, to be used for project development.
5. Provide system administration and database administration
required for project development.
6. Conduct all software development processes, listed in the
deliverable section, required to achieve project deliverables
and schedule.
7. Provide all document and software deliverables listed in the
deliverable section.
8. Provide knowledge transfer to U S WEST for maintenance,
training, and ongoing support as requested.
9. Support U S WEST in all phases of installation and testing.
1.5 U S WEST ROLES AND RESPONSIBILITIES
The following activities (such as design, development, testing, integration,
directly or indirectly, for modules from outside vendors) are to be provided by
U S WEST:
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1. Provide subject matter expertise on U S WEST product and
product package training and delivery operations, and IT
system as required by the project.
2. Document any change requests, for CGI review, required to
meet the December release.
3. Acquire and install all test and production software and
hardware to be used for testing and deployment.
4. Provide system administration and database administration
required for project testing and deployment.
5. Specify any required documentation standards and formats that
CGI is required to follow for project deliverables.
6. Provide project management and appropriate project
sponsorship support to aid CGI in gaining access to either IT
or end user organizations, containing appropriate expertise.
7. Review and either sign-off or provide comments on all CGI
deliverables.
8. Manage scope and expectations with end user clients.
9. Conduct system and acceptance testing on U S WESTs production
platform after the software is delivered to U S WEST.
10. Conduct all required end user training for using the [ ]
system.
1.6 JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES
CGI and U S WEST are jointly responsible for the following activities:
1. Hold periodic status meetings where schedule, progress,
plans, and issues are presented and action items are assigned
for resolution.
2. Meet with U S WEST CCE and Small Business market unit subject
matter experts for such meetings as requirements gathering
and knowledge acquisition.
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3. Follow all project change management procedures.
4. Define the success criteria for the project.
5. Participate in U S WEST project review meetings including
architecture reviews and operational readiness reviews.
1.7 SCOPE
The [ ] will be implemented to automate the following functions:
o The customer's market segmentation is retrieved from [ ].
o The [ ] implements the following tasks:
o The current product set and additional products being discussed
are collected into the customer's product set.
o Products from held and pending orders will also need to be added
to the set of products.
o Based on market segment and customer's product set, the knowledge
base is queried to determine the candidate set of product
packages.
o Any packages in the knowledge base containing at least one
product contained in the customer's product set is a candidate.
o Package determination considers that package composition can
differ slightly based on state or region.
o Package availability will need to be determined to ensure that
a package is currently active (or will be active when order is
activated). The availability of a package can differ from
states and regions.
o Logic will be applied to determine the best fit if a
hierarchical structure of packages can potentially match the
customer's need.
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o Logic will also be applied to consider the scenario where
packages contain a common product.
o Packages have associated restrictions (e.g. only applies to
new customer or only applies once for lifetime of an order).
[ ] will perform basic restriction checking on each potential
customer match to ensure that customer qualifies for package.
In the first release, certain customer package data will be
gathered and the restriction checking will involve logical
tests on this package data.
o The additional products in a package which are not part of the
customer's product set must be screened for availability before
offering a package.
o A threshold or some level of goodness is used to determine
packages that should be recommended and those that should not.
o Packages will be identified as exact match and close match. Close
matches will also return the list of products contained in the
package that are not part of the customer's product set.
o Packages will be returned in order, from closest match to
farthest match. Ordering may also reflect variation in price from
customer's current state.
o Packages will store benefit statements and descriptions and
return this data along with the matching packages.
o During the [ ] session, as products are added or removed from the
set based on the customer's interest, the set of recommended
packages will change to reflect the current product set.
o Based on recommended packages and other product sets, [ ] calculates
the price of the recommended package and the variance with the
existing customer's product set cost.
o The initial release will include [ ] products, Wireless
products, Long Distance products, Data products, and Video
products. System interfaces will be used to interface with
these systems and retrieve the information required for rate
comparison.
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o [ ] computes the rate of the products by combining product costs,
package costs, recurring/non/recurring charges, and tariffs to
compute the overall price.
o The initial knowledge base will be implemented to contain all
initial product packages. This will also include packages which vary
by state/region. It is expected that about 20 products exist in the
initial release.
o [ ] will provide a knowledge base editor GUI to support adding,
changing, or removing market segmentation, packages, and products.
HIGH LEVEL ARCHITECTURE
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MODULE DESCRIPTION
Graphical User Interface (GUI)
The [ ] will have its GUI for the first release but will be developed
to integrate into [ ] in a latter release. This GUI design also
provides a thin client minimizing impact on the client delivery
platform.
The [ ] GUI functions include both presentation and message
management. As a message manager, the GUI sends requests for service
to the server platform based on end user activities.
The GUI will run on NT workstations and will implement the following
functions:
Display scripting prompts showing suggested "Branded" packages.
o Prompt and collect the supplementary customer and product profile
data.
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o Display comparative package data offerings.
o Show customer's pertinent service order information.
o Display existing cost and proposed cost recommendations.
o Accept user commands and send requests to the server for
associated actions.
BUSINESS PROCESSING LAYER (BPL)
The BPL will be implemented as a server application that accepts
requests from the GUI module. The BPL will contain processing logic
for implementing the server functions.
The BPL is also responsible for packaging and returning data to be
presented to the user through the GUI.
The major functions provided by the server are the full set of product
descriptions as well as recommendation engine services.
The BPL will interface with both the database and knowledge base to
obtain data and rules for implementing the processing functions. The
database interface reads and writes data which is sourced locally
within the [ ] database. The knowledge base interface contains
functions for accessing business rules.
The BPL will be implemented for high-performance access, anticipating
less than 800 simultaneous requests. The system will be designed to be
fault tolerant.
The BPL will implement the following [ ] functions:
o Determine Customer Profile
o Calculate credits to monthly billing for the proposed package
o Recommend Packages
o Compare product savings with non packaged cost
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KNOWLEDGE BASE
The [ ] will include a knowledge base containing business rules used
in the customer contact and recommendation functions. In addition, the
KB will contain scripting information to drive interactions with the
customer.
Examples of knowledge base structures include rules for customer and
product profiling, recommendations including product and package
mixes, and scripting to direct customer interactions.
The knowledge base will be designed to allow rules to be easily
changed over time. That is, as the particulars of the business
interaction changes, the business rules can be quickly changed to
reflect this. A knowledge base will also allow the sophistication of
the system to grow to accommodate the evolving needs of the business.
For example, as discounting based on bundling services is introduced,
this data can be stored in the knowledge base.
An important attribute of the knowledge base is the ability for
non-developers to maintain it. The knowledge base will be complemented
by a knowledge-base editor, which abstracts the rule descriptions into
higher-level constructs. The editor will allow non-developers to
modify, add, and delete business rules.
DATABASE:
The database will store all data related to the [ ]. Data included in
the database will be basic data such as mappings from legacy system
terminology to basic English descriptions which are understandable to
the Customer Contact Employee. Other data will include information
about each specific product and package that is not currently sourced
in another location.
UPDATE PROCESS
The update process for the knowledge base business rules and database
records will be manual. However, changes made to these objects will
require a system administrator. Changes made in business rules or data
will be reflected in the [ ] application affecting subsequent customer
transactions. It is assumed that no effort will be needed to retrofit
existing records to reflect changes as rules are updated.
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CONSIDERATIONS
The following design principals will be used in developing the [ ]:
o High performance to handle the high transaction load expected from up
to 800 agents simultaneously accessing the system.
o Robust software application providing production quality in the initial
release.
o Scaleable to handle increased usage as the number of Customer Contact
Employees grows or other segment begin to use the system.
o Extensible allowing new business rules and data to be included as the
business evolves.
o Maintainable, enabling the system to be expanded over time.
o Flexible, able to be incorporate into the [ ] application.
o Compatible with U S WEST architectural directions, including minimal
resource usage NT client platform.
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TECHNOLOGY
The [ ] will be implemented using the following approach:
o Web Based
o Client/Server communications
o FORTE 3.0 suite of robust object-oriented tools or other U S WEST
approved object-oriented tools
o TCP/IP
o API access via Fetch N Stuff to [ ] and [ ]
o Oracle RDB
1.8 DELIVERABLES
The following [ ] deliverables will be provided by CGI to U S WEST:
o Software Project Management Plan (SPMP): The SPMP provides a project
management guide for successful execution of the [ ] project. It
documents such elements as project goals, points of contact, schedule,
resources, risks, constraints, and assumptions. The SPMP ensures that
all project elements are considered initially and managed to
successful completion.
o Client and User Requirements Document: This document defines the set
of requirements specified by the [ ] client representatives for
functional purposes and channel groups for usability purposes.
o Architecture Document: This document describes the overall system
architecture, which describes modular composition, high-level
interfaces, hardware platform, and software platform.
o Design Document: This document contains a detailed description of each
[ ] application module and their respective interfaces.
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o User Guide: This document contains detailed instructions of actions
required by CCEs to effectively utilize all system functions. Will be
provided in paper form and as on-line help.
o Knowledge Base: The knowledge base contains the business rules defined
by U S WEST for inclusion in the [ ] application. The knowledge base
content will be reviewed by the designated U S WEST client
organization prior to its formal acceptance.
o Status Reports: Weekly (or as determined appropriate) status reports
will be developed by CGI which describes project status, progress,
issues, and plans.
o Administrators Guide: providing instructions for System Administrators
describing the installation, set-up, and maintenance of the system.
o Training Materials: We will work with U S WEST market units to
determine what training materials, if any, need to be provided.
o Additionally, User Cases, User Requirements, Design Notes, and Test
Plans will be developed.
1.9 SUMMARY
This Schedule covers efforts to be performed from AUGUST 18, 1997 through
DECEMBER 26, 1997.
2. SCHEDULE, STATEMENT OF WORK AND DELIVERABLES
2.1 TASKS, SCHEDULE, AND DELIVERABLES
The following table summarizes the tasks, schedule and deliverables included in
this Schedule.
- -----------------------------------------------------------------------------------
TASK TOTAL EFFORT START DATE END DATE
(DAYS)
- -----------------------------------------------------------------------------------
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ADDING CONSUMER PRODUCTS TO [ ]
o This section briefly outlines the additional effort involved in
adapting the [ ] project to support Consumer products. This estimate
assumes that the impact will be non-trivial. That is, it will require
extensions or modifications to the software, the knowledge base, the
database, and the external system interfaces to support Consumer
products. If after analysis, it is determined that support for these
elements does not require this level of effort, the impact to overall
development as well as schedule, will be reduced.
o The level of effort estimates for the addition of Consumer product
support to [ ] is the following:
o Software enhancements: 6 weeks (240 hours) of a single SE I's time.
o Knowledge-Base enhancements: 6 weeks (240 hours) of a single SE I's
time.
o Database enhancements: 6 weeks (240 hours) of an Engineer's time.
o System Integration: 6 weeks (240 hours) of a single SE I's time.
o The additional cost associated with this work is $[ ].
The overall schedule is impacted by adding two calendar weeks to Design time,
as well as all subsequent tasks which are dependent on the completion of
Design. That is, the completion date is extended by two calendar weeks. Source
Code: Multiple releases of the [ ] source code will be provided to U S WEST.
Releases include the initial development release, integration-tested software,
system-tested software, and final production software.
2.2 ASSUMPTIONS
The above tasks, schedules and deliverables were developed based on the
following assumptions.
1. The schedule is based on a project start date of August 18,
1997. Delays in this start date may impact the delivery date
of one or more Deliverables.
2. 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 risk situations which may
impact the delivery date.
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3. CGI has timely access to U S WEST personnel (i.e. SMEs).
4. Any delays in dependent tasks (i.e. U S WEST tasks) may
impact the delivery date of one or more Deliverables.
5. [ ] assumes the effort of integrating [ ] into the existing
GUI.
6. The baseline cost of customer's existing product set is
available from [ ]. [ ] only computes new costs based on
packages.
7. Customer service record, containing existing products and
services, are available to CST.
8. Market profile data is currently part of [ ].
9. Product availability is currently part of [ ].
10. Package restriction checking will not involve additional
system interfaces. Data used in the restriction checking will
either be available through [ ] or will be collected over
time and applied as the data exists.
11. Pricing data on all available products is available from
other systems and used within [ ].
12. While [ ] does contain package rating logic for [ ] products,
this will not be used by [ ] since [ ] needs to consider
packages which consist of combinations of products from
different sources. [ ] will therefore need to compute the
rates.
13. Existing [ ] interfaces from [ ] can be used without
modification.
14. The [ ] scope will be fully defined by all requirements prior
to project start.
15. U S WEST provides a project sponsor to act as the liaison
between the U S WEST and CGI. This does not require that U S
WEST handle all [ ] interactions but that appropriate
personnel be provided to support these activities.
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16. Periodic status meetings and weekly status reports to be held
between the U S WEST project manager and the CGI project
manager, and other selected personnel, to measure progress
against the work plan.
17. All development will be done on CGI premises and facilities.
Intermediate and final software products will be moved to U S
WEST facilities as required.
18. Change requests to the requirements outlined in this proposal
must be defined by U S WEST for analysis by CGI to provide
estimates, costs, and impact on current deliverables. Signed
approval by both parties is required prior to implementation
of any change request.
19. The primary point of contact will be Frank Kogel who will
designate a back-up contact when unavailable.
2.20 DELIVERABLES
See section 1.8 for a detailed description of Product Package Generator
deliverables.
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.
3.0 PROJECTED COST
The total cost of the work net of discounts shall not exceed $[ ] based on
estimated time and material expenses. Should travel be required, U S WEST
agrees to pay CGI travel expenses for all pre-approved trips.
This Schedule does not represent a follow-on effort or a change order effort.
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Estimated costs with applicable discounts for the project are provided below:
- -------------------------------------------------------------------------------------------------------------
ITEMIZATION OF COSTS AMOUNT
- -------------------------------------------------------------------------------------------------------------
CONTRACT ENGINEERING COSTS (TIME AND MATERIALS) $[ ]
LESS MINIMUM DISCOUNT AND ANY PROJECT
VOLUME DISCOUNT Minimum Discount ($[ ])
Volume Discount: ($[ ])
- -------------------------------------------------------------------------------------------------------------
TOTAL CONTRACT ENGINEERING $[ ]
- -------------------------------------------------------------------------------------------------------------
CGI/THIRD PARTY LICENSE FEES N/A
- -------------------------------------------------------------------------------------------------------------
TRAVEL EXPENSES AND OTHER PASS-THROUGH EXPENSES N/A
- -------------------------------------------------------------------------------------------------------------
TOTAL SCHEDULE ESTIMATED PRICE $[ ]
- -------------------------------------------------------------------------------------------------------------
Estimated hours are as follows:
- -------------------------------------------------------------------------------------------------------------
CATEGORY ESTIMATED HOURS
- -------------------------------------------------------------------------------------------------------------
Manager(s) [ ]
Business Consultant(s)
Engineer(s) [ ]
Technical Writer(s) [ ]
- -------------------------------------------------------------------------------------------------------------
TOTAL HOURS [ ]
- -------------------------------------------------------------------------------------------------------------
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IN WITNESS WHEREOF, U S WEST and CGI agree and execute this Schedule in
duplicate by their respective authorized representatives.
CARNEGIE GROUP, INC. U S WEST
/s/ DRD
BY: /s/ Bruce Russell BY: /s/ David M. McGrew for D. Dempsey
------------------------ ----------------------------------
Name: Bruce Russell NAME: Dennis Dempsey
------------------------ ----------------------------------
(printed) (printed)
TITLE: Executive VP & COO TITLE: V.P. - IAD
------------------------ ----------------------------------
DATE: August 18, 1997 DATE: 8/15/97
------------------------ ----------------------------------
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