Exhibit 10.55
MASTER DEVELOPMENT AGREEMENT NO. 94101
THIS MASTER DEVELOPMENT AGREEMENT (this "Agreement) is made and entered into
this 6th day of October, 1994, by and between Wasatch Education Systems Cop.
(hereinafter "Sponsor"), a Utah corporation with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, and Integrated Information Systems, Inc.
(hereinafter "Developer"), and Arizona Corporation with offices at ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇:
WITNESSETH:
WHEREAS, Sponsor desires to engage Developer pursuant to the attached Work
Statements to develop, create, test, and deliver certain programming
materials as works made for hire, and Developer is interested in accepting
such engagements, subject to the parties' further agreement on the scope and
terms of such Work Statement; and
WHEREAS, Sponsor and Developer mutually desire to set forth in this
Agreement certain terms applicable to all such engagements;
NOW, THEREFORE, Sponsor and Developer, intending to be legally bound, hereby
agree as follows:
Section 1
DEFINITIONS
When used in this Agreement and in the Work Statement issued hereunder, the
capitalized terms listed in this Section 1 shall have the following meanings:
1.1 Code -- shall mean computer programming code. If not otherwise specified
, Code shall include both Object Code and Source Code. Code specifically
includes any software tools used by Developer in developing the Version 1.0
Production System.
1.1.1 Object Code -- shall mean the machine-readable form of the Code.
1.1.2 Source Code -- shall mean the human-readable form of the Code and
related system documentation including all comments and any procedural code
such as job control language.
1.2 Deliverables -- shall mean all Code, Documentation, and other materials
developed for or delivered to sponsor by Developer under this Agreement and
under the Work Statement issued hereunder.
1.3 Derivative Work -- shall mean a work that is based upon one or more
preexisting words, such as a revision, modification, translation, abridgment,
condensation, expansion, or any other form in which such preexisting works
may be recast, transformed, or adapted, and that, if prepared without
authorization of the owner of the copyright in such preexisting work, would
constitute a copyright infringement. For purposes hereof, a Derivative Work
shall also include any compilation that incorporates such a preexisting work.
1.4 Documentation -- shall mean user manuals and other written materials
that related to particular Code, including materials useful for design (e.g.,
logic manuals, flow charts, and principles of operation).
1.5 Work Statement -- shall mean a purchase offer of Sponsor, a proposal of
Developer, or another written instrument that meets the following
requirements:
1. Includes substantially the following statement: "This is a Work Statement
under Master Development Agreement No. .... ."
2. Is signed on behalf of both parties by their authorized representatives
3. Contains the following five mandatory items:
a. Description and /or specifications of the services to be performed and
the Deliverables to be delivered to Sponsor
b. The name and address of a Technical Coordinator for each of Sponsor
and Developer
c. The amount, schedule, and method of payment
d. The time schedule for performance and for delivery of the Deliverables
e. Completion and acceptance criteria for the Deliverables
In addition, when applicable, the Work Statement may include:
1. Provisions for written and/or oral progress reports by the Developer
2. Detailed functional and technical specifications and standards for all
services and Deliverables, including quality standards
3. Documentation standards
4. Lists of any special equipment to be procured by Developer of provided
by Sponsor for use in performance of the work
5. Test plans and scripts
6. Such other terms and conditions as may be mutually agreeable between
parties
Section 2
CONTRACT ADMINISTRATION
2.1 Contract Coordinator. Upon execution of this Agreement, each party
shall notify the other party of the name, business address, and telephone
number of its Contract Coordinator. The Contract Coordinators of
2.2 Technical Coordinator. Each Work Statement shall state the nam, business
address, and telephone number of the technical Coordinator of each party. The
Technical Coordinators of each party designated for a particular Work
Statement shall be responsible for technical and performance matters, and the
transmission and receipt of both Deliverables and technical information
between the parties, insofar as they relate to such Work Statement.
2.3 Issuane of Work Statements. The Work Statement agreed to by both parties
is set forth as an attachment to this agreement.
Section 3
CHANGES
Changes in the Work Statement or in any of the Specifications or
Deliverables under the Work Statement shall become effective only when a
written change request is executed by authorized representatives of both
parties. Change requests that do not substantially affect the nature of
Deliverables, their performance or functionality, and that do not change
schedules by more than two (2) weeks or dollar amounts by more that 5% may
be requested and/or accepted by the parties; Technical Coordinators. All
other change requests with respect to this Agreement, the Work Statement, or
any Specifications or Deliverables must be requested and/or accepted by both
parties' Contract Coordinators. Developer may not decline to accept any
change requests that reduce the cost of performance, provided that an
equitable adjustment in compensation is made for reasonable out-of-pocket
costs of any performance or preparation already undertaken. Developer
further may not decline any change requests that increase the cost or
magnatude of performance, provided that a commensurate increase in
compensation is fixed.
Section 4
COMPENSATION
4.1 Payments. Sponsor will pay Developer the fixed price amounts in
accordance with the Payment Schedule specified in the Work Statement following
acceptance by Sponsor of the Deliverables specified in the Work Statement in
accordance with the terms of Section 9.
4.2 Payment Holdback. In the event Developer delivers the Demo Version ten
(10) or more calendar days later than the delivery specified for such
deliverable in the Work Statement, Sponsor, in its sole discretion, will have
the right to withhold from the amount payable to Developer for such Deliverable
the amount of ten thousand dollars ($10,000) (the "Holdback Amount").
Developer will be entitled to such Holdback Amount, and sponsor agrees to pay
Developer such Holdback Amount, only if Developer delivers the Version 1.0
Production System on or before the date specified in the Work Statement for
the Version 1.0 Production System.
4.3 Bonus Payment. In the event that the Developer delivers to Sponsor the
Version 1.0 Production System prior to the date specified in the Work Statement
for the Version 1.0 Production System (and the Version 1.0 Production System
is accepted by Sponsor in accordance with Section 9), then Sponsor will
increase the payment corresponding to such Deliverable in accordance with the
following:
(a) If Developer delivers the Verion 1.0 Production System thirty (30)
calendar days or more prior to the date specified in the Work Statement, then
Sponsor will increase the corresponding payment for such Deliverable by twenty
percent (20%), which equals $25,000.
(b) If Developer delivers the Version 1.0 Production System ten (10) or
more calendar days (but less than thirty (30) calendar days) prior to the date
specified in the Work Statement, then Sponsor will increase the corresponding
payment for such deliverable by ten percent (10%), which equals $12,500.
Section 5
RECORDS AND AUDIT
Developer shall maintain complete and accurate accounting records in
accordance with sound accounting pratices to substantiate Developer's charges
under the Work Statement. Such records shall include payroll records, job cards
, attendance cards, and job summaries. Developer shall preserve such records
for a period of at least two (2) years after completion of the pertinent work.
Sponsor shall have access to such records for purposes of audit, either through
its own representatives or through an accounting firm selected and paid by
Sponsor. Any such review of Developer's records shall be conducted at
reasonable times during business hours, and no more than twice annually.
Section 6
MOST FAVORED CUSTOMER
Developer agrees that the charges established under this Agreement and the
work Statement issued hereunder shall not exceed those offered or imposed with
respect to similar services provided to other customers of Developer. If,
during the term of this Agreement, Developer offers or accepts lower charges
for similar services involving other customers under similar terms and condition
, Developer shall notify Sponsor and remit as a credit to Sponsor the
differences between the amount of the payments theretofore made by Sponsor for
such similar services and the amount that would have been payable if such lower
charges had been in effect.
Section 7
EXPENSES
Except as expressly agreed otherwise by Sponsor in the Work Statement,
Developer shall bear all of its own expenses arising form its performance of
its obligations under this Agreement ad each Work Statement issued hereunder,
including (without limitation) expenses for facilities, work spaces, utilities
, management, clerical and reproduction services, supplies, and the like.
Section 8
REPORTS
8.1 Monthly Reports. Developer agrees to provide to Sponsor at least monthly
with a written report, in a form reasonably requested by Sponsor, of the
progress of the work required under the Work Statement issued hereunder, any
anticipated problems (resolved or unresolved), and any indication of delay in
fixed or tentative schedules.
8.2 Project Review Meetings. The Sponsor and Developer agree to meet
periodically to review the progress of all activities in support of open work
statements. The meetings will be scheduled as needed and as agreed to by the
parties and are anticipated to last approximately 4 to 6 hours. During each of
these project review meetings the Developer's management shall describe the
status of the work required under the Work Statement issued hereunder. Such
presentation shall provide projections of the time of completion, and the
status of Developer's Service and deliverables, and shall address any problems
that have come to Developer's attention and Developer's views as to how such
problems may be resolved.
8.3 Site Visits. Developer shall, from time to time and upon reasonable notice
, allow access to its premises by Sponsor for purposes of design review, "walk
throughs," and discussions between Sponsor and Developer's management and
personnel concerning the status and conduct of work being performed under the
Work Statement issued hereunder.
Section 9
DELIVERY AND ACCEPTANCE
Developer shall deliver all Deliverables, upon completion, to Sponsor's
Technical Coordinator for testing and acceptance. Developer shall memorialize
such delivery in a Delivery Confirmation that sets forth the nature and
condition of the Deliverables, the medium of deliver, ad the date of their
delivery. Sponsor's Technical Coordinator shall countersign such Delivery
Confirmation so as to indicate its receipt of the contents described therein,
and the Delivery Confirmation shall thereupon be transmitted to the parties'
Contract Coordinators. Unless a different procedure for testing and acceptance
is set forth in a Work Statement, Sponsor's Technical Coordinator shall commence
acceptance testing following its receipt of the Deliverables. Upon completion
of such testing, Sponsor shall issue to Developer's Technical Coordinator
notice of acceptance or rejection of the Deliverables. In the event of
rejection, Sponsor shall give its reasons for rejection to Developer's
Technical Coordinator in reasonable detail. Developer shall use best efforts
to correct any deficiencies or non-conformities and resubmit the rejected items
as promptly as possible. The foregoing procedure will be repeated until Sponsor
issues to developer's Technical Coordinator a notice acceptance or a final
notice of rejection of the Deliverable.
Section 10
OWNERSHIP AND RIGHTS
10.1 Ownership of Work Product by Sponsor. Subject to the terms set forth
below, all Deliverables shall be the sole and exclusive property of Sponsor.
Sponsor shall own all United States and international patents, patent
applications, copyrights, trade secrets, trademarks, and other intellectual
property rights (collectively, "Intellectual Property Rights") in the
Deliverables and Developer hereby assigns all of its Intellectual Property
rights in the deliverables to Sponsor.
Sponsor acknowledges and agrees that Developer has used certain third party
software in the development of the Deliverables, including certain "beta test"
products provided by third parties to Developer. Sponsor agrees that its use
of the Deliverables may be subject to the terms of licenses for such third
party software development tools. In the case of the "beta test" software
such license terms may be subject to modifications as such products evolve to
commercial products and then become the subject of such third parties
commercial licensing of those products. Sponsor further acknowledges and
agrees to allow the use of such "beta test" software, because of the enhanced
features and capabilities offered by such software, although further
acknowledging that such "beta test" software may have not been fully tested and
approved by its manufacturer for commercial release.
10.2 Vesting of Rights. Upon creation of each Deliverable, Developer hereby
transfers and assigns to Sponsor, its successors and assigns, ownership of all
United States and international Intellectual Property Rights in each and every
Deliverable, insofar as any such Deliverable by operation of law, may not be
considered work made for hire by Developer from Sponsor. From time to time upon
Sponsor's request, Developer and/or its personnel shall confirm such assignment
by execution and delivery of such assignments, confirmations or assignment, or
other written instruments as Sponsor may request and will otherwise provide
reasonable assistance and cooperation to Sponsor to acquire, transfer, maintain
, perfect and enforce Sponsor's Intellectual Property Rights in the
Deliverables. Sponsor, its successors and assign, shall have the right to
obtain and hold in its or their own name(s) all copyright registrations and
other evidence of Intellectual Property Rights that may be available for
Deliverables.
Section 11
INFRINGEMENTS INDEMNITY
11.1 Avoidance of Infringement. In performing services under this Agreement,
Developer agrees to avoid designing or developing any items that infringe one
or more patents or other intellectual property rights of any third party
anywhere in the United States. If Developer becomes aware of any such possible
infringement in the course of performing work under the Work Statement issued
hereunder, Developer shall immediately so notify Sponsor in writing.
11.2 Infringement Indemnity. Developer will indemnify, hold harmless, and at
Sponsor's request defend, Sponsor and Sponsor's customers from and against any
claims, liabilities damages, losses, costs and expenses (including but not
limited to reasonable fees of attorneys) arising from or resulting from any
claim that the Deliverables infringe or misappropriate the Intellectual Property
Rights of any third party; provided that Sponsor: (i) gives prompt notice to
Developer of the claim; (ii)provides Developer with all reasonable information
and assistance to defend or settle such a claim; and (iii)grants Developer sole
authority and control of the defense or settlement of such a claim. Developer
may settle any such claim on a basis where, (i)Developer obtains the right of
Sponsor to continue using the Deliverables, (ii) Developer modifies the
Deliverables to make them non-infringing, or (iii) Developer substitutes other
products which provide substantially similar functionality for the Deliverables.
Developer will have no obligations under this section 11.2 to the extent any
third party claim is directly attributable to the "Preexisting Work" (as defined
in the Work Statement) provided to Developer by Sponsor.
Section 12
CONFIDENTIAL INFORMATION
12.1 No Confidential Information of Developer. It is understood and agreed
that Sponsor does not wish to receive form Developer any confidential
information of Developer or of any third party. Developer represents and
warrants that any information provided to Sponsor in the course of entering into
this Agreement or any Work Statement or performing work under the work Statement
issued hereunder shall not be confidential or proprietary to Developer.
12.2 Confidential Information of Sponsor. Sponsor may provide its own
confidential business and technical information to Developer in connection with
the work to be performed by Developer under the Work Statement issued hereunder.
Such information shall be designated as confidential upon or prior to disclosure
by Sponsor. In addition, the preparation and specifications of the Deliverables
shall in all instances be treated as confidential, unless and until disclosed
publicly by Sponsor. All confidential written materials shall be marked with
the legend "Sponsor--Confidential." Developer shall not disclose or, except as
expressly permitted in this agreement, use any of Sponsor's confidential
information, and will use the same degree of care to maintain the
confidentiality of all Sponsor confidential information in its possession or
control that it uses to maintain the confidentiality of its own information of
similar importance, but in no event will it use less than reasonable care.
Section 13
AGREEMENTS WITH EMPLOYEES
Developer shall obtain and maintain in effect written agreements with each of
its employees (and independent contractors, if any) who participate in any of
Developer's work under any Work Statements issued hereunder. Such agreements
shall contain terms sufficient for Developer to comply with all provisions of
the Agreement and to support all grants and assignments of rights ad ownership
hereunder. Such agreement also shall impose an obligation of confidence on
such employees with respect to Sponsor's confidential information. For a
period of one (1) year following the Expiration Date of this Agreement, neither
Developer nor Sponsor shall directly solicit employment of any employee of the
other who is directly involved in the performance of this Agreement.
Section 14
REPRESENTATIONS AND WARRANTIES
Developer makes the following representations and warranties for the benefit
of Sponsor, as a present and ongoing affirmation of facts in existence at all
times when this Agreement or the Work Statement issued hereunder is in effect:
14.1 No Conflict. Developer represents and warrants that it is under no
obligation or restriction, nor will it assume any such obligation or restriction
that does or would in any way interfere or conflict with, or that does or would
present a conflict of interest concerning, the work to be performed by Developer
under this Agreement and Work Statement issued hereunder.
14.2 Ownership Rights. Developer represents and warrants that: (1) it is and
will be the sole author of all works employed by the Developer in preparing any
and all Deliverables, except that it may use certain third party software
development tools in the development of the Deliverables, and as to those
software development tools, it has the permission and right to use such tools
in the development of the deliverables; (2) it has and will have full power,
right and authority to enter into this Agreement, to carry out its obligations
under this Agreement and to assign or grant the rights and/or licenses granted
in the Deliverables pursuant to this Agreement: (3) it has not and will not
permit the Deliverables to be published under circumstances that would cause
any loss of Intellectual Property Rights therein: (4) all Deliverables,
including all preexisting works addressed in this Agreement, do not and will
not infringe any patents, copyright, trademarks, or their intellectual property
rights (including trade secrets), privacy or similar rights of any third party
, nor has any claim (whether or not embodied in an action, past or present) of
such infringement been threatened or asserted, nor is such a claim pending,
against Developer (or, insofar as Developer is aware, any entity from which
Developer has obtained such rights); and (5) Developer has not previously
granted, and will not grant, any rights in the Deliverables to any third party
which are inconsistent with the rights granted to Sponsor under this Agreement.
14.3 Conformity, Performance, and Compliance. Developer represents and
warrants (1) that all Deliverables shall be prepared in a workmanlike manner
and with professional diligence and skill; (2) that all Deliverables will
function on the machines and with operating systems specified in the Work
Statement; (3) that all deliverables will substantially conform to the
functional specifications set forth in the Work Statement; and (4) that
Developer will perform all work called for by the Work Statement issued
hereunder in compliance with applicable law. Developer will, at no additional
charge, correct any errors reported by Sponsor in the performance or operation
of the Deliverables.
Section 15
TERM AND TERMINATION
15.1 Term of Agreement. This Agreement shall be effective upon the date
specified at the beginning and shall remain in force until completion of the
development work hereunder, unless terminated earlier in accordance with the
terms of this Agreement.
15.2 Termination for Breach. Either party may terminate this Agreement in
the event of a material breach by the other party of this Agreement if such
breach continues uncured for a period of thirty (30) days after written
notice.
15.3 Termination for Convenience. Sponsor will have the right to terminated
this Agreement for convenience at any time upon five (5) days prior written
notice to Developer. Upon such termination, Developer will be entitled to
retain all payments made by sponsor prior to the effective date of such
termination. In addition to such payments, as Developer's sole additional
compensation, Sponsor will reimburse Developer for all work performed by
Developer under this Agreement, prior to the effective dated of Sponsor's
notice or termination, for which Developer has not yet received payment from
sponsor. Developer's reimbursement shall be calculated as a pro-rata amount
of the next scheduled payment set forth in the Work Statement, taking into
account the actual number of days that Developer performed work under this
Agreement since the last scheduled payment (as evidenced by written
documentation), the number of days until the next scheduled payment set forth
in the Work Statement, and the next scheduled payment amount.
15.4 Effect of Termination; Non-Exclusive Remedy. Neither party will be
liable to the other for damages of any sort arising form the termination of
this Agreement in accordance with its terms. The exercise by either party of
any remedy under this Agreement will be without prejudice to its other
remedies under this Agreement or otherwise. upon any termination of this
Agreement, Developer will immediately deliver to Sponsor all work in process
in the Deliverables, in whole and in part, including all versions and portions
thereof.
15.5 Survival. In the event of any termination of this Agreement, Section
10 through 16 hereof shall survive and continue in effect and shall inure to
the benefit of and be binding upon the parties and their legal representatives
, heirs, successors, and assigns.
Section 16
MISCELLANEOUS
16.1 Force Majeure. Either party shall be excused from delays in performing
or from its failure to perform hereunder to the extent that such delays or
failures result from causes beyond the reasonable control of such party (each
a "Force Majeure"); provided that, in order to be excused form delay or failure
to perform, such party (i)gives prompt written notice thereof to the other
party, and in any event within fifteen (15) days of discovery thereof; and
(ii)uses its reasonable efforts to correct such failure or delay in its
performance. The delayed party's time for performance or cure under this
Section 16.1 shall be extended for a period equal to the duration of the Force
Majeure, but in no event longer than sixty (60) days.
16.2 No Agency. Developer, in rendering performance under Work Statements
issued hereunder form time to time, is acting solely as an independent
contractor. Sponsor does not undertake by this Agreement or otherwise to
perform any obligation of Developer, whether by regulation or contract. In
no way is Developer to be construed as the agent, partner, joint venture,
franchiser or employee of Sponsor in any respect.
16.3 Multiple Counterparts. This Agreement may be executed in several
counterparts, all of which taken together shall constitute one single
Agreement between the parties.
16.4 Section Headings; Exhibits. The section and subsection headings used
herein are for reference and convenience only, and shall not enter into the
interpretation hereof. The exhibits referred to herein and attached hereto,
or to be attached hereto, including all Work Statements issued hereunder form
time to time, are incorporated herein to the same extent as if set forth in
full herein.
16.5 Required Approvals. Where agreement, approval, acceptance, or consent
by either party is required by any provision of this Agreement, such action
shall not be unreasonably delayed or withheld.
16.6 No Waiver. No waiver of any breach of this Agreement will be effective
unless the same is in writing and signed by the authorized representative of
each party. The waiver of any breach of any provision of this Agreement shall
not constitute a waiver of any subsequent breach of the same other provisions
herein.
16.7 Authority of Developer. Developer has the sole right and obligation to
supervise, manage, contract, direct, procure, perform, or cause to be
performed all work to be carried out by Developer hereunder unless otherwise
provided herein.
16.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah, without reference to or
application of conflicts of law rules.
16.9 Entire Agreement. This Agreement and the exhibits annexed hereto,
together with the Work Statements issued from time to time hereunder,
constitute the entire agreement between the parties. Regarding the subject
matter hereof and supersedes all prior understanding and agreements, whether
written or oral, with respect to the subject matter hereof. No change,
waiver, or discharge hereof shall be valid unless it is in writing and is
executed by both parties.
16.10 Notices. Under this Agreement if one party is required to give notice
to the other, such notice shall be deemed given if delivered personally, or
upon receipt mailed by certified or registered U.S. mail, postage prepaid, or
recognized commercial carrier; or by confirmed facsimile transmission and
addressed to the Technical Coordinators as identified in the Work Statement.
16.11 No Assignment. Neither party may, without the prior written consent
of the other party, assign or transfer this Agreement or any obligation
incurred hereunder. Any attempt to do so in contravention of this Section
shall be void and of no force and effect. Subject to the foregoing, the
rights and liabilities of the parties under this Agreement will bind and
inure to the benefit of the parties' respective successors and assigns, as
the case may be.
16.12 Equitable Remedies. Due to the proprietary and sensitive nature of
the Agreement, Sponsor has the right to enforce this Agreement and any of its
provisions by injunction, specific performance or other equitable relief
without prejudice to any other rights and remedies that Sponsor may have for
a breach of the Agreement.
16.13 Severability. If any part of this Agreement is found to be invalid or
unenforceable by a court of competent jurisdiction, then it will be enforced
to the maximum extent permitted by applicable law and the remaining provisions
shall remain in full force and effect.
IN WITNESS THEREOF, Sponsor and Developer have caused this Agreement to be
signed and delivered by their duly authorized officers, all as of the date
first hereinabove written.
Wasatch Education Systems Corp. Integrated Information Systems, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Title: CEO _ Title: PRESIDENT
Date: 10/6/94 _ Date: 10/10/94 _
WORK STATEMENT
1. GENERAL
This is a Work Statement under Master Development Agreement No. 94101 (the
"Agreement") effective on October 4, 1994, by and between Wasatch Education
Systems Corp. ("Sponsor") and Integrated Information Systems, Inc.
("Developer") and is incorporated therein by reference.
2. NAMES OF TECHNICAL COORDINATORS
Developer Sponsor
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Integrated Information Systems, Inc. Wasatch Education Systems
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 5250 South ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK
Developer will convert Sponsor's educational software, Projects for the Real
World (K-3 and 4- 8), ABE, Rutgers Math and the Management System
(collectively, the "Preexisting Work") to the Macintosh and Power Mac
platform yielding a single, integrated environment operating on a network or
stand alone CD-ROM. Another result will be a product which will operate
stand a lone CD-ROM and on a Novell NetWare or Microsoft Windows NT network
or "Chicago incorporating the functions of the Management System and allowing
the addition of any combination of the K-3, 4-8, ABE and/or Rutgers Math
program.
4. IDENTIFICATION OF PREEXISTING WORKS
The Deliverables in this Work Statement constitute a Derivative Work of the
Preexisting Work owned by Sponsor. Sponsor warrants to Developer that it is
the owner of the Preexisting Work and authorizes Developer to employ the
Preexisting Work in the preparation of this Deliverable.
5. DESCRIPTION OF DELIVERABLES
A. Joint Requirements Planning (JRP) Workshop
This will be a document summarizing the initial planning workshop conducted
between Sponsor and Developer. This document will be delivered by Developer
5 working days after the workshop is held. The workshop is intended to take
place within 10 days of Work Statement acceptance.
B. Project Plan
A project plan will be delivered by Developer at the same time as the Joint
Requirements Planning Workshop Summary.
C. Concept Design Specification
This will be a conceptual specification of the system with special emphasis
on the presentation engine and its role in the overall system operation.
The specification will include descriptions of the converted Projects for
the Real World (K-3, 4-8), Adult Basic Education (ABE), Rutgers Math and the
Management System. Emphasis will be on any changes to the operation of
functionality of the Windows - based system. The Concept Design
Specification will be delivered 30 days after Work Statement acceptance.
D. Demo Version of System
A demonstration system intended to show proof-of-concept, especially of the
presentation engine, will be delivered 70 days after work Statement
acceptance. This demonstration system will also be intended for use as a
marketing tool for Sponsor. This demonstration system must, at a minimum,
show one unit of Projects 4-8 running successfully on the hardware specified.
E. Progress Reports
Monthly, written, progress reports will be provided by Developer to Sponsor.
These reports will track performance against the currents project plan as
well as recommend changes to the project plan. In addition, brief, weekly,
teleconferences are planned. The initial monthly report will be delivered
approximately 35 days after contract award. Subsequent reports will occur at
30 day intervals. The weekly teleconferences will be scheduled at a mutually
agreed upon time.
F. Initial Module for Quality Assurance (QA)
The initial system module (function to be determined) will be delivered to
the joint Sponsor/Developer QA team for evaluation. The joint QA team will
also determine and prepare the system and acceptance testing specification
to be used for project sign-off. This initial system module and testing
specification delivery is planned occur 90 days after Work Statement
acceptance.
G. Production System Specifications
The initial requirements document (JRP Workshop Summary) will be updated
based upon the experience with the demonstration system, the design progress,
initial QA and the Data Conversion/Categorization work. This document will
describe the Version 1.0 production system. This specification will be
delivered 105 days after Work Statement acceptance.
H. Version 1.0 Production System
The Macintosh-based, fully functioning system for network and standalone
CD-ROM will be in completed form 180 days after Work Statement acceptance.
The Sponsor's responsibility in the delivery of the Production System:
1.) Setting up a test facility and sharing testing and quality assurance
responsibilities.
2.) Hiring experienced personnel for support who will work with the product
during development.
3.) Providing sufficient resources to review the product for sign-off.
4.) Being responsible for all final System and End-User documentation.
6. SPECIAL TERMS
The Developer is entering into this agreement with the Sponsor with the
intent to use to the greatest extent possible development tools, proven
development techniques, prior experience, Preexisting Developer Work and
Management methods (collectively "Development Tools") in order to quickly
deliver to the Sponsor the needed products and services. Developer grants
to Sponsor non-exclusive, royalty-free, irrevocable, perpetual, worldwide,
fully paid license to the Development Tools with the stipulation that such
license not preclude the Developer from using the Development Tools in future
work of the Developer so long as such use would have no harmful impact to
the Sponsor.
7. MODE OF PAYMENT AND PAYMENT SCHEDULE
Sponsor will pay Developer a fixed price if five-hundred eighty-thousand
dollars ($580,000.00) for the work described herein and in accordance with
the payment schedule below.
Day Payment Deliverable
Begin $125,000
+30 66,000 Approval of Concept
Design Specification
+60 66,000 Demo Version
+90 66,000
+120 66,000
+150 66,000
+180 125,000 Release Version 1.0
8. SCHEDULE AND PERFORMANCE MILESTONES
Schedule and Performance Milestones
Milestone Responsible Party Target Date (after Work
Statement Acceptance)
JRP Workshop Summary Sponsor/Developer +10
Project Plan Developer +10
Concept Design Specification Developer +30
Demo Version of System Developer +70
Progress Reports Developer Monthly
Initial Module for QA and
Testing Specification Sponsor/Developer +90
QA Feedback Reports Sponsor/Developer +120 and +150
Production System
Specifications Developer +105
Version 1.0 Production System Developer +180
9. HARDWARE ARCHITECTURE
Hardware architecture for the Server Platform:
Microprocessor Macintosh 68040 or equivalent
Speed ▇▇-▇▇ ▇▇▇
▇▇▇▇▇▇ 32 MB of RAM
Diskette Storage Internal Apple Super Drive Floppy
Disk Drive (standard)
Hard Disk Storage 1.7 GB Hard Disk Drive
Expansion Slots Three
I/O Ports 2 Serial
Power Supply 300 - 500 ▇▇▇▇▇
Monitor VGA or SVGA Monitor
Network Port Ethernet
Operating System Macintosh version, Ethertalk
Topology Ethernet
LAN Card Ethernet Card
Hardware architecture for the Student Platform:
Microprocessor 68030 or 68040
Speed 25 Mhz minimum
Memory 8MB of RAM minimum
Diskette Storage Internal Apple SuperDrive Floppy
Disk Drive (standard)
Hard Disk Storage 40MB minimum
Expansion Slots One (1)
I/O Ports 2 Serial
Power Supply 300+ ▇▇▇▇▇
Monitor 13-14" RGB minimum (640x480)
Sound Card Built-in
Microphone Built-in
Headphone One per student station
Operating System System 7
Topology Ethernet
Network Card Ethernet
The minimum hardware requirements for the local CD-ROM system is:
Microprocessor 68030 or 68040
Speed 25 Mhz minimum
Memory 8MB or RAM minimum
Diskette Storage Internal Apple SuperDrive Floppy
Disk Drive (standard)
Expansion Slots One (1)
I/O Ports 2 Serial
Power Supply 300+ ▇▇▇▇▇
Monitor 13-14" RGB minimum (640x480)
Sound Card Built-in
Microphone Built-in
Headphone One per student station
Operating System System 7
CD-ROM player ISO 9660-min 200MS Access Time
300KB Transfer Rate (double speed)
10. FUNCTIONAL SPECIFICATIONS
The functionality of the Version 1.0 Production System will not vary materially
from the functionality of the Preexisting Work in both the network and
standalone version.
11. LOCATION OF WORK FACILITIES
Substantially all of the work will be conducted by Developer at its regular
office located in Tempe, AZ.
THEREFORE, the parties have executed this Work Statement in duplicate
originals.
DEVELOPER SPONSOR
Integrated Information Systems, Inc. Wasatch Education Systems
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 5250 South ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(Sign) (Sign)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name (Print) Name (Print)
President CEO
Title Title
10/10/94 10/6/94
Date Date