SIERRA SYSTEMS CONSULTANTS, INC.
CONSULTING AND DEVELOPMENT CONTRACT
AGREEMENT #__________________
This Consulting and Development Contract (the "Agreement") is made as of
September 16, 1999 between WordCruncher Internet Technologies, Inc.
("WordCruncher") and Sierra Systems consultants, Inc. ("Sierra").
To the extent that prior to the date or execution of this Agreement Sierra has
begun performed or completed any Services, Deliverables or other work or
performance called for by this Agreement, all such Services, Deliverables, work
and performance shall be governed by this Agreement.
1. Services.Sierra agrees to perform for WordCruncher the services listed in
Attachment A ("Services") and to develop, test, debug and deliver to
WordCruncher the computer programs and other deliverables identified in
Attachment A ("Deliverables"). WordCruncher agrees that Sierra will have
ready access to WordCruncher's staff and resources as necessary to perform
the Services. Where such access is not consistently provided, WordCruncher
agrees to accept any resulting delays in the Time Schedule included in
Attachment A.
A. Development of the Deliverables. Sierra agrees to develop Deliverables
which conform to the Specifications. The "Specifications" are the
features, compatibility, functionality, performance, descriptions,
requirements and other specifications set forth in Attachment A and in
the sierra document, "Spyhop Architecture and Design," dated October
4, 1999, the Sierra document, "Project Charter," dated October 1,
1999, the Digital Boardwalk document, "Project Plan," dated November
11, 1999, the WordCruncher document, "Spyhop Product Requirements
Document," version 0.89, the WordCruncher document, "Spyhop Search
Engine Design Document," version 1.6. The Specifications may be
changed by WordCruncher, provided that if such changes cause a net
increase in development cost or time to Sierra, then Sierra shall be
entitled to a reasonable increase in compensation under Section 2
below. If the increase in compensation is unacceptable to
WordCruncher, then WordCruncher may withdraw the changes to the
Specifications and the compensation shall not be increased. If and
when WordCruncher presents Specification changes to Sierra, Sierra
will promptly consult with WordCruncher on the increase in
compensation, if any, caused by the changes. Any changes by
WordCruncher to the Specifications will be reduced to writing and
added to this Agreement.
B. Development and Deliver Schedule. The development and delivery of the
Deliverables and the performance of the Services shall proceed in
accordance with the Time Schedule in Attachment A.
C. Progress Reports. Sierra shall provide written progress reports to
WordCruncher when requested by WordCruncher describing the status and
progress of the Services and Deliverables.
D. Delivery,Testing and Correction. When Sierra has completed a working
version of the Deliverables, the Deliverables will be delivered to
WordCruncher for review and testing. Nonconformities with the
Specifications, programming errors and other problems with the
Deliverables shall be promptly corrected by Sierra and then the
corrected Deliverables shall be re-delivered to WordCruncher. Review,
testing and correction will be repeated until all discovered
nonconformities with the Specifications and all programming errors and
other problems have been corrected to WordCruncher's reasonable
satisfaction. When review and testing by WordCruncher show that all
corrections have been made and that the Deliverables are satisfactory
to WordCruncher, WordCruncher shall accept the Deliverables.
WordCruncher shall not unreasonably withhold acceptance.
E. Source Code and Development Environment. Sierra shall deliver to
WordCruncher any and all source code, object code, executable code,
pseudo code, designs, programming documentation, flow charts, logic
diagrams, specifications, and other works of authorship that may be
written or created as part of or in connection with the Services or
the Deliverables or their development, testing or correction and all
of the foregoing are deemed part of the "Deliverables" for the
purposes of this Agreement. Sierra shall include comments in the
source code. The source code comments and organization and the
programming documentation given to WordCruncher shall be in
conformance with professional standards of computer programming and
shall be sufficient to enable programmers employed by WordCruncher to
maintain and enhance the Deliverables. Sierra shall also deliver to
WordCruncher the "Development Environment" for the Deliverables. The
"Development Environment" means the software tools, utilities,
development automation software, and other code, materials and items
used by Sierra's programmers to design, develop, compile, build, test,
maintain, and enhance the Deliverables. Anything needed to compile or
build the Deliverables (other than commercially available operating
systems, compilers, tool kits and products) shall be included in and
with the Development Environment. If a component of the Development
Environment is commercially available to the public, Sierra need only
identify the component in a written document included with the
Development Environment. The Development Environment does not include
any Deliverables (i.e., it is in addition to the Deliverables).
2. Payment. Subject to the other provisions of this Agreement, WordCruncher
agrees to pay Sierra for Services and Deliverables in accordance with the
payment schedule in Attachment B. WordCruncher shall reimburse Sierra for
all reasonable travel expenses outside the Los Angeles area incurred by
Sierra in the performance of Services, at Sierra's net cost. Travel must be
approved in advance by WordCruncher. Invoices will be issued in accordance
with the payment schedule of Attachment B, and will include travel expenses
incurred. Travel expenses that are covered by this contract are shown in
Attachment C. Payment is due within 340 days of invoice date. Sales taxes,
if any, are additional.
3. Confidential Information. Sierra shall not disclose to any other
organization or individual any confidential information that Sierra may
obtain from WordCruncher or any of the other contractors, vendors, and
third party content providers working with WordCruncher. Confidential
information means information, technology, plans, documents, research,
development, financial information, information about the Spyhop Site,
trade secretes or business affairs, but does not include information which
is generally known to the public or to individuals or organizations of
ordinary skill in computer design and programming.
A. Deliverables and Source Code. Sierra shall not disclose or transfer to
any third party any Deliverables or any source code or documentation
for the Deliverables.
B. Restrictions on Use. Except as necessary in the performance of the
Services or the development, testing or debugging of the Deliverables,
Sierra shall not use any of said confidential information.
C. Return of Materials. Any and all designs, templates, documents, code,
items and other materials provided by WordCruncher or any of the other
contractors, vendors, and third party content providers working with
WordCruncher in connection with this Agreement and all copies and
embodiments thereof shall be returned or delivered by Sierra to
WordCruncher upon WordCruncher's request, and Sierra shall retain no
copy thereof. Upon WordCruncher's request, Sierra shall certify in
writing its compliance with this Section 3.
D. Rights of Other Persons. Sierra shall not disclose to WordCruncher or
use in the Services or the development of any Deliverables any code,
work of authorship, technology or intellectual property which is
proprietary to any other person, company or entity, except as
permitted by WordCruncher (e.g., the designs, templates, content and
contributions from WordCruncher or its contractors such as Digital
Boardwalk, Inc. and Pittard Sullivan).
E. Injunctive Relief. Sierra agrees that a breach by Sierra of this
Agreement will cause irreparable injury to WordCruncher not adequately
compensable in monetary damages alone or through other legal remedies.
Therefore, in the event of a breach, WordCruncher shall be entitled to
preliminary and permanent injunctive relief and other equitable relief
in addition to damages and other legal remedies.
4. Staff. Sierra's staff is not and shall not be deemed to be employees of
WordCruncher. Sierra shall take appropriate measures to insure that its
staff who perform Services are competent to do so and that they do not
breach or act inconsistent with this Agreement. Sierra agrees that for a
period of twelve months following the termination of the Services and any
other work for WordCruncher under this Agreement, Sierra will not solicit
or offer employment to WordCruncher's employees engaged in any efforts
under this Agreement without WordCruncher's prior written approval.
WordCruncher will have final approval on all Sierra staff assigned to the
Services.
A. Development by Employees. The development of the Deliverables shall be
done only by employees of Sierra within the scope of their employment
(with the exceptions of designs, templates, content and contributions
from WordCruncher or its contractors such as Digital Boardwalk, Inc.
and Pittard Sullivan). If Sierra must engage the services of any
independent contractor, Sierra shall first obtain WordCruncher's
written approval and a written contract satisfactory to WordCruncher
with the independent contractor. The contract must include an
assignment to WordCruncher all of the independent contractor's right,
interest and title in and to the Deliverables (including copyrights,
trade secrets and other intellectual property), reasonable
non-disclosure and non-use provisions binding on the independent
contractor, and such other provisions as WordCruncher reasonably
requests.
5. Use and Ownership of Work Product. WordCruncher shall have ownership of the
Deliverables and other work product of Sierra under this Agreement. Sierra
hereby assigns to WordCruncher the copyrights and other intellectual
property and rights in and to the Deliverables and other works product. In
the event that the Deliverables contain any Development Objects (as defined
below), then such Development Objects are licensed on a nonexclusive,
unlimited, irrevocable, worldwide basis to WordCruncher. Such license
includes the right to grant sublicenses and includes the right to use,
copy, publish, distribute, display, modify, enhance, create derivative
works and commercialize. "Development Objects" shall mean any code,
objects, algorithms or subroutines which have been used repeatedly by
programmers in the development of other computer programs and which are
intended to be used repeatedly in the development of future computer
programs. Furthermore, the Development Environment and all of the Sierra's
intellectual property and rights in and to the Development Environment are
licensed on a non-exclusive, unlimited, irrevocable, world-wide basis to
WordCruncher for use in connection with the Deliverables and their
maintenance and enhancement, including the right to grant sublicenses.
A. Registration of Copyrights. WordCruncher may register the copyright(s)
to the Deliverables with U.S. Copyright Office. Sierra shall cooperate
in all respects with the reasonable requests of WordCruncher necessary
to facilitate such registration.
B. Recordation. WordCruncher may record this Agreement, or at
WordCruncher's election, a notice and/or description of this Agreement
or any assignment or license herein, with the U.S. Copyright Office,
U.S. Patent and Trademark Office, and/or any other government
agencies, entities or offices. Sierra shall provide any cooperation
reasonably requested by WordCruncher to facilitate such recordation.
C. Enforcement and Defense. Sierra shall cooperate with all reasonably
requests by WordCruncher in connection with the enforcement or defense
of any copyrights or other intellectual property assigned by Sierra to
WordCruncher, or any litigation, arbitration, mediation or settlement
proceedings or meetings relating to the Deliverables or such
copyrights to other intellectual property.
D. Moral Rights. For purposes of this Agreement, "Moral Rights" shall
mean any rights of paternity or integrity, any right to claim
authorship of the Deliverables, to object to any distortion,
mutilation or other modification of, or other derogatory action in
relation to, the Deliverables, whether or not such would be
prejudicial to Sierra's or the author's honor or reputation, and any
similar right, existing under judicial or statutory law of any country
in the world, or under any treaty, regardless whether or not such
right is denominated or generally referred to as a "moral" right.
Sierra hereby irrevocably transfers and assigns to WordCruncher any
and all Moral Rights that Sierra or any of its employees may have in
or to the Deliverables. Sierra, on behalf of itself and its employees,
also hereby forever waives and agrees never to assert any and all
Moral Rights it or its employees may have in or to the Deliverables,
at any time. Notwithstanding anything herein to the contrary, this
Section D is subject to the following: (1) This Section D applies only
if and to the extent that it is valid and enforceable under, and not
in conflict with, applicable law, applicable international copyright
treaties. (2) This Section D shall require no assignment or transfer
that is in conflict with applicable law or any applicable
international copyright treaties.
E. Further Assurances. Sierra shall execute and deliver to WordCruncher
such documents, assignments and further assurances as are reasonably
requested by WordCruncher to better evidence or document any
assignment, license or rights under this Agreement or to further or
support any of the purposes or provisions of this Agreement.
6. WordCruncher and Sierra Representatives. Mr. Daniel Lunt (or a replacement
designated by WordCruncher) will represent WordCruncher during the
performance of this Agreement with respect to the Services and Deliverables
or any other matter under this Agreement and has authority to execute
written modifications or additions to this Agreement on behalf of
WordCruncher. Mr. Bill McGraw (or a replacement designated by Sierra) will
represent Sierra during the performance of this Agreement with respect to
the Services and Deliverables or any other matter under this Agreement and
has authority to execute written modifications or additions to this
Agreement on behalf of Sierra.
7. Limited Warranty. Sierra warrants that it shall perform the Services and
this Agreement in accordance with the standards of care and diligence
normally practiced by recognized software companies and professionals
performing similar services. Except for the warranties expressly stated in
this Agreement, Sierra makes no other warranties, whether written, oral,
statutory or implied, including without limitation the implied warranties
of fitness for a particular purpose and merchantability. In no event except
for a breach of an express warranty in this Agreement, shall either Party
be liable to the other Party for special or consequential damages, whether
or not the possibility of such damages has been disclosed in advance or
could have been reasonably foreseen.
A. Right to Enter Into Agreement. Each Party warrants that it has the
right to enter into this Agreement and that this Agreement is not in
conflict with any other agreement or obligation of said Party.
B. Deliverables. Sierra warrants that the Deliverables will conform to
their Specifications and that any nonconformities, defects or errors
will be promptly remedied by Sierra.
C. Year 2000 Compliance. Sierra represents and warrants that the
Deliverables delivered by Sierra to WordCruncher will be properly
designed and coded to be used prior to, during, and after the calendar
year 2000 A.D., and that the Deliverables will operate during each
such time period without error relating to date data, specifically
including, without limitation, any error relating to, or the product
of, date data which represents or references different centuries or
more than one century. Without limiting the generality of the
foregoing, Sierra further represents and warrants the following for
the Deliverables:
(i) The Deliverables will not abnormally end or provide invalid or
incorrect results as a result of date data, specifically
including date data which represents or references different
centuries or more than one century.
(ii) The Deliverables will be designed and coded to ensure year 2000
compatibility, including, but not limited to, date data century
recognition, calculations which accommodate same century and
multi-century formulas and date values, and date data interface
values that reflect the century.
(iii)All date-related interfaces and data fields will include an
indication of century.
(iv) All date processing by the Deliverables will include a four digit
year format and will recognize and correctly process dates for
leap years.
(v) The Deliverables will require that all date data (whether
received from users, systems, applications or other sources)
include an indication of century in each instance.
(vi) All date output and results, in any form, will include an
indication of century in each instance.
The term "date data" shall mean any data, output or input which
includes an indication of or reference date.
D. No Self-Help Code or Unauthorized Code. Sierra warrants to
WordCruncher that no copy of the Deliverables provided by Sierra under
this Agreement will contain or be accompanied by any Self-Help Code or
Unauthorized Code (as defined below).
"Self-Help Code" means any back door, time bomb, drop dead device, or
other routine, code, algorithm or hardware component designed or used:
(i) to disable, erase, alter or harm the Deliverables or any computer
system, program, database, data, hardware or communications software,
automatically with the passage of time, or under the control of, or
through some affirmative action by, a person other than WordCruncher,
or (ii) to access any computer system, program, database, data,
hardware or communications system of WordCruncher. "Self-Help Code"
does not include any code in the Deliverables or any accompanying
hardware component designed and used to permit Sierra to obtain access
to the Deliverables on WordCruncher's computer system (e.g., remote
access via modem) solely for purposes of providing maintenance or
technical support to WordCruncher, provided that such code or hardware
component is first disclosed to WordCruncher and approved by
WordCruncher in writing.
"Unauthorized Code" means any virus, Trojan horse, worm, or other
routine, code, algorithm or hardware component designed or used to
disable, erase, alter, or otherwise harm any computer system, program,
database, data, hardware or communications system, or to consume, use,
allocate or disrupt any computer resources.
E. Infringement. Sierra warrants that the Deliverables will be of
original development and design and will not infringe, misappropriate
or violate any copyright, patent, trade secret, intellectual property,
privacy or other right of a third party.
F. Indemnification. Sierra shall indemnify WordCruncher and its officers,
directors, shareholders, affiliates, contractors, licensees,
customers, employees and representatives against, and hold them
harmless from, any claim by a third party that the Deliverables (or
their reproduction, sale, distribution or use) constitutes an
infringement of said third party's copyright, patent, trade secret,
intellectual property, privacy or other right, and all litigation,
arbitration, judgments, awards, settlements, damages, costs, expenses,
attorneys' fees, losses, liabilities, penalties and fines resulting
from or relating to such claim. Sierra shall have no obligation under
the preceding sentence for infringement based upon any modification or
addition by WordCruncher to the Deliverables. Sierra shall indemnify
and hold harmless WordCruncher and WordCruncher's officers, directors,
shareholders, affiliates, employees, contractors, licensees,
customers, and representatives from and against any and all claims,
litigation, arbitration, judgments, awards, settlements, damages,
costs, expenses, attorneys' fees, losses, liabilities, penalties and
fines resulting from or relating to Sierra's (or its employees')
fault, negligence, willful misconduct, fraud or strict liability.
8. Additional Work. If WordCruncher requests additional services, Section 3
through 11 of this Agreement will apply to the extent reasonable, unless a
new written Agreement is entered into by WordCruncher and Sierra. Such
additional services will be covered on additional Attachments or statement
of work.
A. Available at WordCruncher's Request. For at least two years following
acceptance of the deliverables by WordCruncher, Sierra shall be
available to provide WordCruncher and its designees with such
additional technical support, consultation, training, maintenance and
enhancement as may be requested from time to time by WordCruncher.
Such technical support, consultation, training, maintenance and
enhancement shall be at Sierra's then-current standard fees and
charges, which shall not be unreasonable. However, prior to and during
the first year of said two-year period there shall be no fee or other
charge for any programming errors, unless the correction is for a
version of the Deliverables where the source code has been modified by
WordCruncher or its other contractors. WordCruncher is not obligated
to request any additional technical support, consultation, training,
maintenance or enhancement. This Section 8 does not require
WordCruncher to pay any additional fees or charges for the Services or
Deliverables as they are included in the $500,000 fixed fee of
Appendix B.
9. Delays. Example of WordCruncher actions which may affect scheduled success
include change requests, changes in Specifications or standards, or
unavailability of test data, test computer, information staff or technical
support needed by Sierra. In these and similar cases, the term for
completion of the Services will be extended by a mutually agreed upon
period not to exceed a period equal to the time of delay. Sierra will use
its best efforts to overcome delays and complete the Services and
deliverables on schedule.
10. Arbitration. Any claim or controversy between WordCruncher and Sierra
arising out of or relating to this Agreement shall be resolved in the
following manner:
A. Notice. Prior to filing any claim in a court of competent jurisdiction
or initiating any arbitration proceeding, a Party shall give the other
Party at least 10 days' advance written notice of its intention to do
so. Each Party agrees to make its representative reasonably available
to meet (either in person or by teleconference) with the other Party
to resolve the claim controversy.
B. Meeting. If the other Party desires to have such a meeting, neither
Party may file a claim or begin arbitration prior to the occurrence of
such meeting. The Parties shall meet in good faith at the offices of
the other Party or the other Party's attorney.
C. Arbitration. In the event the other Party does not agree within the 10
days to such meeting or if after such meeting the Parties are still
unable to resolve their differences, any claim or controversy shall be
finally decided by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association by a single
arbitrator appointed in accordance with such rules. Such arbitration
shall be conducted in Los Angeles if brought by WordCruncher or in
Salt Lake County if brought by Sierra. The award rendered by the
arbitrator shall be final, and judgment may be entered upon it at any
court having jurisdiction.
11. Miscellaneous.
A. Entire Agreement. This Agreement (including its Attachments) contains
the entire Agreement between WordCruncher and Sierra with respect to
the matters covered herein. Each Party acknowledges that, in entering
into this Agreement, it is not relying on any other representations of
the other Party other than the representations contained or referenced
herein.
B. Force Majeure. Neither WordCruncher nor Sierra will be responsible for
any failure by it to perform its obligations under this Agreement, if
failure is due to causes beyond the non-performing party's reasonable
control, including, without limitation, acts of God, war and labor
disputes. The non-performing Party shall give prompt written notice to
the other Party of the cause and its effects on performance and shall
diligently exercise all best efforts to overcome the cause and resume
performance. The other Party may cancel this Agreement if the
performance is not resumed within five days.
C. Assignment. This Agreement may not be assigned by Sierra without the
prior written consent of WordCruncher. WordCruncher may assign or
transfer this Agreement to any person or entity who acquires
substantially all of WordCruncher's intellectual property in or to the
Spyhop web site. Except for this prohibition on assignment, the
Agreement shall be binding upon the heirs, successors and assigns of
WordCruncher and Sierra.
D. Severability. If any provision of this Agreement is found to be
invalid, illegal or unenforceable by a court of competent
jurisdiction, the remaining provisions shall not be affected and will
continue in full force and effect.
E. Notices.
(i) Notices to WordCruncher should ii) Notices to Sierra should be
be to: sent to:
President Bill McGraw
WordCruncher Technologies Inc. Sierra Systems Consultants Inc.
405 East 12450 South, Suite B 19800 MacArthur Boulevard
Draper, Utah 84020 Irvine, CA 92612
or to such substitute address as the Party to receive such notice
designates by written notice to other Party.
F. Costs and Expenses. Each Party shall be responsible for the costs and
expenses incurred by it and its employees and representatives, except
as otherwise stated herein.
G. Relationship. Neither Party is the partner, joint venturer, agent or
representative of the other Party. Neither Party has the authority to
make any representations or warranties or incur any obligations or
liabilities on behalf of the other Party. Neither Party shall make any
representation to a third party inconsistent with this Section G.
H. Construction. This Agreement represents the wording selected by the
Parties to define their agreement and no rule of strict construction
shall apply against any Party. Whenever the context reasonably
permits, the singular shall include the plural, the plural shall
include the singular, and the whole shall include any part thereof.
I. Waiver. Any waiver of, or promise not to enforce, any right under this
Agreement shall not be enforceable unless evidenced by a writing
signed by the Party making said waiver or promise.
J. Executionand Authority. This Agreement may be executed in any number
of duplicate counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same
instrument. The persons signing below represent that they are duly
authorized to execute this Agreement for and on behalf of the Party
for whom they are signing.
The signatures below of the authorized representative of WordCruncher and Sierra
indicate their acceptance of the terms and conditions of this Agreement.
WordCruncher Internet Sierra Systems Consultants, Inc.
Technologies, Inc.
/s/ /s/
----------------------------- --------------------------------
Martin Cryer, Vice President Bill McGraw, Vice President
ATTACHMENT A: SCOPE OF SERVICE
DATE: Jan 6, 2000
------------------
WORDCRUNCHER INITIALS: /s/ (not legible)
------------------
SIERRA INITIALS: /s/ (not legible)
------------------
AGREEMENT #:
-----------------
Services:
Services will be provided to WordCruncher as proposed in the Sierra letter to
WordCruncher dated September 22, 1999, and in Sierra document, "Spyhop
Architecture and Design," dated October 4, 1999, the Sierra document, "Project
Charter," dated October 1, 1999, the Digital Boardwalk document, "Project Plan,"
dated November 11, 1999, the WordCruncher document, "Spyhop Product Requirements
Document," version 0.8, and the WordCruncher document, "Spyhop Search Engine
Design Document," version 1.6. Services also include the development, delivery,
testing and debugging of the Deliverables. These services will be provided in
support of the development of the Spyhop web site.
Deliverables:
Deliverables will be provided to WordCruncher as proposed in the same documents
listed above under "Services." The deliverables include but are not limited to
HTML templates, data bases, scripts, integration modules, and any other Sierra
or Digital Boardwalk software components required to deliver a fully functioning
web site that conforms to the specifications set forth in the above referenced
documents. It is understood that certain other software licenses for products
required to build the Spyhop site (i.e., NAS, NES, Oracle, and Solaris) will be
acquired by WordCruncher separate from this contract.
Specifications:
The specifications for the deliverables are defined in the same documents listed
above under "Services."
Time Schedule:
The time schedule for this project is defined by the Digital Boardwalk document,
"Project Plan," dated November 4, 1999. As of November 3, 1999, it has been
agreed between the involved parties that the target release date is now February
15, 2000.
ATTACHMENT B: PAYMENT
DATE: Jan 6, 2000
------------------
WORDCRUNCHER INITIALS: /s/ (not legible)
------------------
SIERRA INITIALS: /s/ (not legible)
------------------
AGREEMENT #:
-----------------------
The total fees for this project, including the Services and Deliverables, will
be in the form of a fixed-price amount of $500,000. This shall be the total
compensation to Sierra.
The $500,000 fee will be paid as follows:
(a) An initial payment of $100,000 representing 20% of the total fees upon
satisfactory completion of the first phase including design
specifications and a detailed project. Sierra acknowledges receipt of
$100,000 of this amount prior to execution of this Agreement.
(b) A second payment of $125,000 representing 25% of the total fees was
due upon acceptance of the Spyhop Architecture document by
WordCruncher. Sierra acknowledges receipt of $125,000 of this amount
prior to execution of this Agreement.
(c) A third payment of $125,000 representing 25% of the total fees will be
due upon delivery of the Deliverables for the beta site to begin
testing (scheduled for January 4, 2000).
(d) A final payment of $150,000 representing 30% of the total fees will be
due upon final acceptance by WordCruncher of the Deliverables. Due to
the extreme importance of meeting the launch date of February 15,
2000, Sierra agrees to share in the urgency by agreeing to the
following terms. If the Spyhop web site fails to launch by February
15, due to factors within Sierra's control or Sierra's failure to
perform in a timely manner under this Agreement, 10% of the final
payment will be withheld. If it fails to launch by February 22, 30% of
the final payment will be withheld. If it fails to launch by February
29, 100% of the final payment will be withheld.
Additional Services:
If any additional services, technical support, consultation, training,
maintenance and enhancement are requested by WordCruncher (see Section 8 of the
Agreement), they will be performed by Sierra at the following rates:
[Insert rates]
Such rates shall not be increased until one year from the date of this
Agreement. Thereafter, Sierra's then-current standard rates shall apply.
ATTACHMENT C: TRAVEL EXPENSES
DATE: Jan 6, 2000
------------------
WORDCRUNCHER INITIALS: /s/ (not legible)
------------------
SIERRA INITIALS: /s/ (not legible)
------------------
AGREEMENT #:
--------------------
Sierra will make every attempt to minimize travel expenses by assigning
qualified resources from our Los Angeles office to address WordCruncher's
requirements and priorities.
Travel expenses will be invoiced at cost, in the event that consultants need to
be brought in from other locations to meet WordCruncher's schedule and
requirements. No travel will be reimbursed without prior authorization from
WordCruncher. WordCruncher's reasonable guidelines applicable to travel will be
followed.