rare [LOGO]
rare MEDIUM INC.
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Vice President, General Manager
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cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
August 5, 1999
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Chief Executive Officer
IParty, Inc.
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Dear ▇▇▇:
The following document is the agreement between Rare Medium Inc. and iParty
regarding the work Rare Medium will be performing in connection with the iParty
Web phase one site development project which has the expected live date of
September 15, 1999.
1. Our Understanding of the Project
iParty is looking to re-launch its site by September 15, 1999, in order to
capture the revenue and customers that purchase for Halloween. As part of this
re-launch, iParty would like to incorporate a new visual identity, new logo and
new "look and feel" to the site as well as implement a new technical
infrastructure to better support the scalability of its operation. The new
infrastructure includes the testing and implementing of a homegrown shopping
cart and integrating to a new fulfillment partner (Taymark).
To that end, iParty is now seeking to engage Rare Medium to implement the
remaining aspects of the project known as ideation (design) and creation.
2. Objectives
The primary objectives for this engagement (Ideation and Creation) is to design
and implement the functionality discussed on the iParty functionality matrix
dated August 2, 1999. We are combining the ideation and creation phases into one
phase for iParty in order to accommodate the short development time frame and to
make sure there is no interruption in work as we move towards the goal of
September 15, 1999. The process of ideation and creation including the following
activities depending on the needs of the phase one site and division of work
between Rare Medium and iParty:
Ideation Activities and Deliverables
1. Project Management -- includes a full time producer (▇▇ ▇▇▇▇▇▇▇▇) to
manage the Rare Medium team and provide progress and status reports.
2. Information Design -- includes static and interactive wire frames and
prototyping.
3. Graphic Design -- includes logo concept finalization, color variations and
look-and-feel concepts and variations.
4. Content Creation -- includes a copy deck containing all the approved text
for iParty's site.
5. Software Architecture Design -- includes a diagram presenting all the
technologies to be used in the creation of the site.
6. Network Architecture Design -- includes the technical infrastructure
diagram that ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ have been discussing during
exploration. This diagram will be finalized in order to confirm all
infrastructure issues.
7. Database Architecture Design -- includes the revised data model with ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ working together.
8. Application Description and Specification -- includes any necessary
software recommendations.
9. Platform Hardware and Software Specification -- includes a list of all
required hardware, software and licenses. ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ will
jointly own this.
10. Detailed Scenario Analysis -- includes the documenting of the exact
navigational pathways and ways a user can interact with the iParty site in
phase one. This will be facilitated by ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇
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11. Project Specification -- a summary document of all these specifications.
Creation Activities and Deliverables
1. Project Management -- includes a full time producer (▇▇ ▇▇▇▇▇▇▇▇) to
manage the Rare Medium team and provide progress and status reports.
2. Usability Analysis -- includes testing the site on an iterative basis to
assess user's responses and interactions with the site
3. Testing -- includes the quality assurance activities that are scheduled to
begin on September 1, 1999 and to cover a two-week period to end on
September 14, 1999. This will include bug testing, fixing and retesting
and will be refined until it is relatively bug free.
4. Site launch -- after iParty signs off on the functionality of the finished
site, the porting of this application to iParty's production web server.
5. Creative Development -- includes the build out of the visual content of
the screens, optimization of the graphics and completed template
development.
6. Technical Development -- includes application development and integration
as well as any data migration issues that may exist with Taymark or the
current database. IParty and Rare Medium wall jointly own this
integration.
The ultimate goal of the Ideation and Creation phases to implement the
functionality agreed upon by September 15, 1999, in order to allow iParty to
have a successful site re-launch and capture the seasonal volume of the fourth
quarter.
Rare Medium, Inc. iParty ▇▇▇ 2
3. Scope, Effort and Schedule
This agreement addresses the Ideation & Creation phases of phase one of the
re-launch of iParty's site. The scope of the work is contained in Exhibit A of
this document (please see exhibit A). Please note that the integration of the
Taymark Fullfillment Company in terms of a dedicated technical resource. The
iParty Functionality Matrix is considered to the source of all the functionality
that has been agreed upon for phase one of iParty's site. Any changes to the
functionality or requests for additional functionality will need to be reviewed
by the change management committee for this project which includes the following
people:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President, iParty, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇, Executive Producer, iParty, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇, Director, Solution Partner, Rare Medium, Inc.
▇▇ ▇▇▇▇▇▇▇▇, Project Manager, Rare Medium, Inc.
All changes to the scope of phase one will need to be documented on the iParty
Change Request Document and the document requires at least one signature from
each company. Any additional time or cost implications will be reviewed on a
case-by-case basis.
The schedule is as follows:
Ideation and Creation -- 8/2/99--9/17/99
This proposal does not discuss any activities for Evolution as it has been
discussed that after the site is successfully launched, the project will move on
to ideation for phase two.
4. Staffing and Fees
This work will be done on a fixed price basis. The fixed price for these
services will be $465,000. All travel and lodging expenses will be billable at
cost. Expenses for materials purchased specifically for the client's benefit
will be charged at cost. All fees and charges will be billed on a monthly basis
and such bills will be due and payable Net thirty (30) days. You will be
responsible for payment of any sales and use taxes.
Ideation and Creation Team
(1) Solution Partner Part Time
(1) Project Manager Full Time
(1) Director, Technology Part Time
(1) Senior Creative Full Time
(2) Senior Creative Part Time
(3) Senior Technologist Full Time
(2) Senior Technologist Part Time
(2) Design Technologist Full Time
5. Contractual Terms
A. We warrant that the professional staff furnished by us will be qualified for
the work performed by them, and that services will be furnished in a
professional manner. As the services furnished under this engagement letter are
advisory or developmental in nature, there are no other warranties with respect
to our performance hereunder or the results to be obtained, either express or
implied, and WE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
MERCHANTABILTY AND FITNESS FOR PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR ANY
INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT LOSSES OR DAMAGES ARISING FROM OUR
PERFORMANCE UNDER THIS ENGAGEMENT LETTER, AND IN NO EVENT SHALL EITHER PARTY'S
Rare Medium, Inc. iParty ▇▇▇ 3
LIABILITY UNDER THIS ENGAGEMENT LETTER EXCEED THE FEES PAID FOR PROFESSIONAL
SERVICES HEREUNDER OR $350,000.00, WHICHEVER IS LOWER.
B. In the course of performance of this Agreement, you may find it necessary to
disclose certain confidential information ("Information") to us. In such an
event, the following terms shall apply:
(i) we will treat the Information as confidential and use the same degree of
care as we employ in the protection of our own similar confidential information,
provided the Information is identified in writing as confidential at the time of
disclosure, or, if orally disclosed, identified as confidential at the time of
disclosure and confirmed in writing within 30 days after the oral disclosure or
disclosed in such a manner or is of a type that would put a reasonable person on
notice as to the confidential nature of the information.
(ii) we will only use the Information in connection with its performance of
services under this engagement letter, and shall disclose Information only to
employees who have a need to know, unless authorized in writing by you.
(iii) Information shall not be subject to these terms if: (a) it is in the
public domain at the time of disclosure, or enters the public domain without
breach of these terms; (b) it is known to us prior to the disclosure, or is
independently developed by us; (c) it is obtained by us in good faith from a
third party not under obligation of secrecy to you; or (d) it is the subject of
a court or government agency order to disclose, however, in such a case, we will
give you prompt notice of such order. Notwithstanding anything to the contrary
contained herein except as provided for in section 5D, all written works
prepared by us in connection with this engagement shall be considered your
information and you shall own (and we hereby assign to you) all rights, title
and interest in and to such works, including without limitation, all
intellectual property rights therein and thereto.
C. During the term of our performance under this engagement letter, and for a
period of at least one year following completion of the Project, you agree not
to offer, or assist any other person to offer, employment to any of our then
current employees or attempt, directly or indirectly, to persuade any such
employee to terminate his or her employment with us. You further agree that in
the event you breach the terms of this paragraph, you will promptly pay to us a
finder's fee equal to 100% of the total first year compensation paid or payable
to such employee, including without limitation, wages, salary, bonuses, and
commissions.
D. In the course of performing services hereunder, may be required to use
certain proprietary software and documentation, and in the course of such use
install such software temporarily in your computers. These items are and at all
times continue to be owned by us or our suppliers. You agree that you will have
no interest whatsoever in such items and will not to use, copy, decompile,
reverse assemble or examine for any purpose such items. Access to such items
shall be restricted to those expressly authorized by us in writing. Upon
termination of the services, we will remove items from your systems. You agree
to certify in writing to us that no other copies of the items remain in your
possession.
E. In the course of Rare Medium's marketing activities, the company promotes its
work through various marketing mediums including collateral/sales support
materials, press releases, and speaking opportunities. Equally important is to
promote the work our clients are doing. As such, we ask our clients to allow us
to feature their companies in press releases that include announcements that we
have been hired by a client and case studies once the site has been launched in
terms of sales support materials, etc. subject in all cases to your prior
approval which shall not be unreasonably withheld.
F. This engagement letter sets forth the entire understanding and agreement
between the parties with respect to the Project, and supersedes any prior
discussions, correspondence or agreements with respect to the Project. The terms
of this engagement letter may only be changed by a written instrument signed by
an authorized representative of each party. If you issue any purchase order with
respect to the services to be performed under this engagement letter, the
pre-printed terms of the purchase order shall not apply.
Kindly sign a copy of this engagement letter below where noted to indicate your
understanding of, and agreement with, the terms of this engagement letter, and
return it to my attention as soon as possible. Unless signed and returned to us
within 30 days of the date of this engagement letter, the offer to furnish
services under the terms of this engagement letter shall be deemed revoked.
Sincerely, Signature:
Rare Medium, Inc. iParty ▇▇▇ 4
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VP, General Manager Chief Executive Officer
Rare Medium, Inc. IParty, Inc.
Date:
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Director, Business Development
Rare Medium, Inc.
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