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EXHIBIT 10.08(v)
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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PROJECT TITLE: Quick Hit Team
SCHEDULE NUMBER "23-09-97"/(AGREEMENT NO. 9700050785)
QUICK HIT TEAM
This Schedule Number "23-09-97", effective November 21, 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") 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 Information Technologies Service Delivery in support of
the QUICK HIT TEAM. The work to be provided by CGI represents a new effort
between the parties.
1.2 OVERVIEW
U S WEST Information Technologies (IT) Service Delivery has created a team to
provide short timeframe turnaround on solutions delivery to their respective
clients (the "Quick Hit Team"). The U S WEST Immediate Solution Discovery Team
recommends solutions for the clients. The solutions recommended are small from a
time and resources perspective, but the end results are of value to the success
of the channels. The Quick Hit Team, which includes three (3) Carnegie Group
resources, will provide hourly consulting services to U S WEST Information
Technologies and will be working within the complete development process of
individual quick hit projects. It is intended that this will include solutions
review to coding and testing. A result of this approach will
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PROJECT TITLE: Quick Hit Team
be jointly developed documents and solutions under the leadership and management
of U S WEST IT.
1.3 EXCEPTIONS/DEFINITIONS TO THE AGREEMENT
The following definitions apply to this Schedule:
1. Review of the Schedule
a) The parties agree that the U S WEST team leader, the U S WEST
project manager and the CGI resource will meet within the
first week after the effective date of this Schedule to review
the details of this Schedule.
b) The Review will occur more than once should a new U S WEST
team leader, U S WEST project manager or CGI resource be
assigned by U S WEST or CGI respectfully to the QUICK HIT TEAM
effort after the initial Review, unless as otherwise mutually
agreed by the parties.
c) Special Rampdown provisions: Carnegie Group is aware that U S
WEST intends to replace CGI resources with U S WEST resources
when such person(s) can be identified and made available to
this project. 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 two (2) weeks or at the expiration
of this Schedule whichever comes first.
1.4 ROLES AND RESPONSIBILITIES
The Roles and Responsibilities of the QUICK HIT TEAM are separated and defined
in this document by individual company and collectively between U S WEST and
Carnegie Group. The project team has been assembled such that CGI is playing a
role on the team. Each team member within this collective group may be asked to
perform any one of the responsibilities listed below. Therefore, the listing of
Roles and Responsibilities has been duplicated and listed separately and jointly
between U S WEST and Carnegie Group.
1.4.1 CGI ROLES AND RESPONSIBILITIES
The following activities are to be performed by CGI:
1. Research
2. Design
3. Coding
4. Testing
5. Documentation
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PROJECT TITLE: Quick Hit Team
The following task(s) (including details involved in the activities provided
above) are to be performed by CGI under IT direction:
o Investigate discovery team recommended solutions to determine actual
problem(s) to be solved.
o Work with clients to uncover and document functional requirements.
o Convey requirements to developers and answer/investigate questions as
they arise.
o Develop solutions from coding through testing.
o Review final solutions prior to delivery to client to insure
requirements match.
o Help deliver solutions to client and perform client acceptance testing.
o Help review test results with functional analysts and (sometimes)
client.
o Create all required application documentation.
o Deploy applications in production.
o Hand-off solutions/applications to maintenance teams.
1.4.2 U S WEST ROLES AND RESPONSIBILITIES
The following activities are to be provided by U S WEST:
1. Research
2. Design
3. Coding
4. Testing
5. Documentation
6. Project Management
7. User acceptance
1.4.3 JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES
CGI and U S WEST are jointly responsible for the following activities:
1. Research
2. Design
3. Coding
4. Testing
5. Documentation
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PROJECT TITLE: Quick Hit Team
1.5 SCOPE
This is a U S WEST IT lead effort supported by a single CGI resources. for an
individual solutions delivery project for a given client. [
]. There may be innumerable
quick hit projects identified, Therefore each of the three (3) CGI resources may
work on more than one quick hit project at any time. Such resources will
contribute to the overall Quick Hit Team effort through February 23, 1998.
1.6 DELIVERABLES
Actual deliverables will be determined during the early phases of the project.
For the purpose of this Schedule No. 23-09-97, such deliverables will be the
sole and exclusive property of U S WEST.
1.7 SUMMARY
This Schedule covers efforts to be performed from November 24, 1997 through
February 23, 1998.
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.
- ------------------------------------------------------------------------------------------------------------------
TASKS RESPONSIBILITY START DATE END DATE DELIVERABLES
- ---------------------- ---------------------- ---------------------- ---------------------- ----------------------
Research U S WEST and 11/24/97 2/23/98 To be
CGI determined
Design during the early
phases of the
Coding project. Both
US WEST and
Testing CGI resources
will produce the
Documentation requisite documents
as determined
in the early
phases of the
project.
- ------------------------------------------------------------------------------------------------------------------
2.2 ASSUMPTIONS
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PROJECT TITLE: Quick Hit Team
The above tasks, schedules and deliverables were developed based on the
following assumptions.
1. The schedule is based on a project start date of November 24,
1997. Delays in this start date may impact the delivery date
of one or more Deliverables.
2. The work estimates are based on fixed dates provided by U S
WEST. CGI will continuously monitor the overall effort's
status and notify U S WEST of any issues or risk situations
which may impact one or more delivery dates.
3. CGI has timely access to U S WEST personnel (i.e. SMEs).
4. 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
resource.
5. Weekly status reports and meetings to be held between the U S
WEST project manager and the CGI project manager to measure
progress against the workplan as mutually agreed upon by U S
WEST and CGI. Any known issues and risks are also discussed
and raised to the next level if not resolved.
6. U S WEST to provide facilities, computer equipment, software,
etc., as requested by CGI.
7. Any delays in dependent tasks (i.e. U S WEST tasks) may impact
the delivery date of one or more Deliverables. (Such dependent
tasks may likely be determined and documented during the early
phases of the project and jointly agreed upon between U S WEST
and CGI.)
8. Change requests to be submitted using the CGI change process
for analysis to provide estimates, costs, and impact on
current deliverables. Signed approval in compliance with RPP
1001 is required before implementation of any change requests.
2.3 DELIVERABLES
Deliverables will be determined during the early phases of the project and will
be completed jointly between U S WEST and CGI. [
].
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 five (5) business days
after delivery, then the Deliverables shall be deemed accepted.
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PROJECT TITLE: Quick Hit Team
3. 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.
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 [ ]
- ------------------------------------------------------ ------------------------------------------------------
TOTAL CONTRACT ENGINEERING [ ]
- ------------------------------------------------------ ------------------------------------------------------
CGI/THIRD PARTY LICENSE FEES None
- ------------------------------------------------------ ------------------------------------------------------
TRAVEL EXPENSES AND OTHER PASS-THROUGH EXPENSES None
- ------------------------------------------------------ ------------------------------------------------------
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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PROJECT TITLE: Quick Hit Team
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 INFORMATION TECHNOLOGIES
BY: /s/ DENNIS YABLONSKY BY: /s/ BARBARA IRWIN
----------------------- ------------------------------
NAME: Dennis Yablonsky NAME: Barbara Irwin
--------------------- --------------------------
(printed) (printed)
TITLE: President/CEO TITLE: Sr. Director
-------------------- --------------------------
DATE: 1/28/98 DATE: 01/21/98
--------------------- --------------------------
U S WEST BRI
BY: /s/ SHERYL SWAYZE
------------------------------
NAME: Sheryl Swayze
----------------------------
(printed)
TITLE: Commodity Manager
---------------------------
DATE: 1/20/98
----------------------------
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