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EXHIBIT 10.11
AGREEMENT
Between
Home Interiors & Gifts, Inc.
(Customer)
And
Distribution Architects International, Inc.
(DAI)
1. AGREEMENT. Customer and DAI agree to the terms and conditions set forth below
and in the following documents: Schedule A, Schedule B, Schedule C, Schedule D,
Schedule E, Schedule F, Schedule G, Form 1002-010196, Form 4002-DISC, and Form
▇▇▇▇-▇-▇▇▇▇▇▇. These documents, and only these documents, form the Agreement.
The Effective Date of this Agreement is the date, indicated below, on which DAI
accepted this Agreement.
2. LICENSE.
2.1 Operations Products. The following DAI Products are licensed to Customer
for up to 1.2 Million Annual Invoices and 100 Total DAI Users:
System Utilities
Order/Ship/▇▇▇▇ System
Inventory Management
Purchasing/Receiving System
Accounts Receivable
Accounts Payable
General Ledger
Warehouse Management
EDI Bridge
Bar Code Processing
Commission Management
Serial Number Tracking
Core Deposit Processing
Import/Export Package
for the version being ported to a Unix platform.
2.2 Executive Products. The following DAI Products are licensed to Customer
for up to the number of Total DAI Users which are paid for in accordance
with Section 4.1.2:
Visible Results Server
Executive Information System
Sales Analysis
Credit Analysis
Vendor Analysis
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Inventory Analysis
Notification Builder
3. OTHER PRODUCTS. The Other Software licensed by Customer is set forth in
Schedule A.
4. CHARGES. The following charges are in U.S. dollars.
4.1. DAI LICENSE FEE.
4.1.1. Operations Products. The license fees for the DAI Products
are as follows:
DAI PRODUCT DAI PRODUCT INCREMENTAL
----------- LICENSE FEE LICENSED PRODUCT TOTAL
----------- LICENSE FEE LICENSE FEES
----------- ------------
System Utilities $ 15,000 $ 10,000 $ 25,000
Order/Ship/▇▇▇▇ System 39,000 26,000 65,000
Inventory Management 27,000 18,000 45,000
Purchasing/Receiving System 27,000 18,000 45,000
Accounts Receivable 10,800 7,200 18,000
Accounts Payable 10,800 7,200 18,000
General Ledger 18,000 12,000 30,000
Warehouse Management 12,000 8,000 20,000
EDI Bridge Per Module 3,600 2,400 6,000
(1 included)
Bar Code Processing 9,000 6,000 15,000
Commission Management 9,000 6,000 15,000
Serial Number Processing 9,000 6,000 15,000
Core Deposit Processing 8,400 5,600 14,000
Import/Export Package 5,400 3,600 9,000
-----
Total $ 204,000 $ 136,000 $ 340,000
Less $22,715 credit from Fit $ 190,371 $ 126,914 $ 317,285
Analysis
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The license fee due for the above DAI Products (prior to modification for
Customer) is $190,371 and is due as follows: $31,729 within 30 days after
signing this Agreement, $31,729 within 30 days after loading the DAI Products
on a processor for Customer to start the project, and $126,913 when and if DAI
successfully runs its generic test scripts on a Unix platform. The incremental
license fee for the Licensed Products (the above DAI Products after modification
for Customer) is $126,914 and is due when and if Customer completes 90 days of
continuous Live Use on the following core products: Order/Ship/▇▇▇▇ System,
Inventory Management, Purchasing/Receiving System, Accounts Receivable,
Accounts Payable, General Ledger, and Warehouse Management. LIVE USE refers to
use of any Licensed Product for any purpose other than testing, training, and
non-transactional data base population. If Customer decided to postpone Live
Use of any of the core products to a later phase, Live Use of such Licensed
Product shall be removed as a condition to the payment of the incremental
license fee for the Licensed Products.
4.1.2. Executive Products. The license fees for these DAI Products are as
follows:
Visible Results Server ........ $12,000 (1-10 users)
Visible Results - Sales Analysis ........ $495 per user
Visible Results - Vendor Analysis* ........ $495 per user
Visible Results - Credit Analysis* ........ $495 per user
Visible Results - Inventory Analysis* ........ $495 per user
Visible Results - Executive Information System ........ $495 per user
visible Results - Notification Builder ........ $495 per user
*if and when available
The license fee for the above DAI Products is due when and if Customer
completes 90 days of continuous Live Use on any such product.
4.1.3. The license fees for Customer to add the following products to the
license in Section 4.1.1 are:
Distribution Resource Planning ........ $20,000
Forecasting ........ $20,000
Traffic Management ........ $18,000
These license fee prices are valid for three years after the Effective Date.
4.1.4. The pricing for upgrading the license in Section 4.1.1 for increased
usage is as follows:
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Max Annual Invoices (AI)/Total DAI Users (TDU) Upgrade License Fee
---------------------------------------------- -------------------
from 1.2 Million AI/100 TDU to 1.7 Million AI/122 TDU $40,000
from 1.7 Million AI/122 TDU to 2.2 Million AI/141 TDU $35,000
for each additional 500,000 AI/14 TDU $25,000
4.2. OTHER PRODUCTS. The price of the Other Software set forth in Schedule A is
$14,770. The price for the Other Software plus freight, insurance, and
other delivery costs is due within thirty days after the date of delivery.
4.3. SERVICES. DAI will not proceed with services without the prior written
approval of Customer. A written project plan or change order approved by
Customer's project manager constitutes written approval for the services
set forth in the project plan or change order. Services are to be paid for
on a time, material and expense basis (except time spent in programming
Enhancements which may, at Customer's option, be provided on a fixed price
basis). The hourly rate for the time spent in providing services is as
follows:
Senior Consultant ........ $175
Business Architect ........ 150
Project Manager ........ 130
Analyst/Senior Programmer ........ 150
Programmer 2-5 years ........ 110
Programmer <2 years ........ 80
Trainer ........ 120
Data/Telecom Specialists ........ 115
Senior System Manager ........ 110
System Manager 1-5 years ........ 80
Documentation/Reports ........ 100
The per diem rate is $45 per person for DAI personnel not stationed in the
Dallas area. These rates are valid through 31 May 1998. Time, material,
expense, and per diems for services are invoiced weekly. Payment thereof
is due within thirty days after receipt of the invoice.
4.4. DAI PRODUCT MAINTENANCE FEES.
4.4.1. The Annual Fee for DAI Product Maintenance is due at the beginning
of each service year. The annual fee for service during Normal
Working Hours (9 hour coverage 5 days a week) is as follows:
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Update Service ........ 7% of license fee
Programmer Support ........ 7% of license fee
Help Desk Support ........ 7% of license fee
4.4.2. For services outside Normal Working Hours, Customer pays an
additional 1/2 of DAI's current hourly rate. Such time is
invoiced weekly. Payment thereof is due within thirty days after
receipt of the invoice.
5. SIGNATURES. Customer acknowledges receipt of and agreement to this
document and the documents referenced herein and all the terms and conditions
of these documents.
Home Interiors & Gifts, Inc. (referred to as Customer)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------
Title: Executive Vice President
------------------------
This document becomes a binding contract on the EFFECTIVE DATE, 2/26/97, only
when accepted by DAI as indicated by the signature below.
Distribution Architects International, Inc. (referred to as DAI)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
By: /s/ [ILLEGIBLE]
----------------------------
Title: Senior Vice President/COO
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