1
[CLIENTSOFT LOGO]
EXHIBIT 10.16
CLIENTSOFT INC.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PROFESSIONAL SERVICE AGREEMENT
--------------------------------------------------------------------------------
CUSTOMER: GAINSCO, INC. CONTACT: ▇▇▇▇ ▇▇▇▇▇ SENIOR VICE-PRESIDENT
INFORMATION TECHNOLOGIES
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
This Agreement is made and effective as of the 22nd day of October, 1999 (the
"Effective Date"), by and between ClientSoft Inc. a Delaware Company
("ClientSoft"), with offices at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and the
Customer.
WHEREAS, Customer desires ClientSoft to provide certain professional services to
the Customer; and
WHEREAS, ClientSoft has agreed to provide professional services to the Customer
as hereinafter more particularly described and subject to and in accordance with
the terms and conditions hereinafter appearing.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, ClientSoft and Customer hereby agree as follows:
1. PROFESSIONAL SERVICES AND TERM
a. ClientSoft will provide certain professional services ("Professional
Services," as more fully described on Exhibit A annexed hereto) to
assist Customer in connection with the Customer's use of
ClientSoft's products and solutions. The Customer is solely
responsible for determining its objectives and obtaining its desired
results from the Professional Services to be provided by ClientSoft
pursuant to this Agreement. Exhibit A annexed hereto sets forth the
fees to be paid by Customer to ClientSoft for the Professional
Services to be provided in accordance with the provisions of this
Agreement.
b. ClientSoft will endeavor to provide the Professional Services on a
timely basis, subject to the availability of qualified personnel and
the difficulty and scope of the Professional Services.
c. ClientSoft may assign, reassign and substitute personnel at any time
and may provide the same or similar services to any other third party.
d. The Professional Services to be rendered to the Customer shall, except
as otherwise agreed to by the parties, be rendered at a location
specified by ClientSoft.
e. The term of this Agreement shall commence upon the date first above
written and shall terminate (unless sooner terminated pursuant to the
provisions of Section 7.a. or Section 8.b. of this Agreement) upon the
date of payment by the Customer to ClientSoft of all fees and expenses
due to ClientSoft pursuant to the terms of this Agreement.
f. ClientSoft personnel shall consist of ClientSoft employees and
consultants engaged by ClientSoft for the design of solutions and
performance of Professional Services.
2. RIGHTS IN WORK PRODUCT/PERSONNEL
a. Any customer-specific documentation, designs or plans developed by
ClientSoft personnel solely in connection with and unique to the
performance of Professional Services under this Agreement shall be the
exclusive property of Customer.
b. The Customer acknowledges and agrees that, except as is expressly
provided in Section 2.a. above, no right, title or interest whatsoever
(express or implied) in or to any documentation, ideas, concepts, know
how, data processing or other techniques used or developed by
ClientSoft personnel (either alone or jointly with the Customer) in
connection with the performance of the Professional Services hereunder
is transferred or granted by ClientSoft to Customer.
c. During the term of this Agreement and for a period of twelve (12)
months thereafter, neither party shall, without the prior written
approval of the other party, solicit the services of or make an offer
of employment to any person who is or was, as the case may be, an
employee or consultant of the other party during the term of this
Agreement. In case of breach, the parties agree to liquidated damages
of $50,000 per person.
3. INDUSTRY STANDARDS/DISCLAIMER OF WARRANTY
a. ClientSoft will provide the Professional Services to Customer in a
good and workmanlike manner in accordance with normal industry
standards.
b. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, CLIENTSOFT
MAKES AND THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, BY OPERATION
OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOLUTIONS,
PROFESSIONAL SERVICES AND/OR THE WORK PRODUCT PROVIDED BY CLIENTSOFT
TO CUSTOMER HEREUNDER.
4. CUSTOMER RESPONSIBILITIES
Customer shall:
a. Assist ClientSoft personnel engaged in the performance of the
Professional Services in the clarification and understanding of any
matter relating to the Solution and Professional Services which the
Customer requires ClientSoft to perform under this Agreement, as the
same are described in Exhibit A hereto.
b. Provide ClientSoft with the name of Customer's employee who has been
designated by the Customer as the "Project Manager" and who has
authority to make decisions on behalf of the Customer with respect to
matters relating to the Solution and Professional Services to be
provided hereunder. Such Project Coordinator shall be familiar with
the objectives to be realized by the Customer in connection with the
Solution and Professional Services.
c. Provide to ClientSoft's personnel, for such periods of time and at
such times as are reasonably required by ClientSoft, access to and use
of any of Customer's systems and/or equipment, including without
limitation Customer's computer system and/or communications network,
which is required to enable the performance by ClientSoft of the
Professional Services.
d. Make available to ClientSoft personnel such office space, computer
equipment, customer systems access, furniture and use of a
telephone(s) as may be required by ClientSoft to facilitate
ClientSoft's performance at the Customer's facility, as deemed
appropriate by ClientSoft.
5. PAYMENT
a. ClientSoft shall invoice Customer at the end of each phase (if on a
fixed based contract) or month (if on a time materials basis) for all
Professional Services performed by ClientSoft during such month in
accordance with Exhibit A annexed hereto. ClientSoft's invoice shall
reflect the number of work days expended by ClientSoft with respect to
the creation of the solution or Professional Services to be provided
pursuant to this Agreement. In addition, ClientSoft's invoice shall
reflect any travel, living and accommodation charges which have been
incurred by ClientSoft personnel in providing solution development
and/or Professional Services at a Customer facility which is located
outside of a fifty (50) mile radius of the ClientSoft facility at
which such ClientSoft personnel are based.
b. In the event that Customer requires any or all Professional Services
to be performed on a Saturday, Sunday or public holiday observed by
ClientSoft, the applicable hourly or other rates (as set forth in
Exhibit A) charged by ClientSoft to the Customer shall be subject to
an overtime premium of fifty (50%) percent of the applicable rate
charged by ClientSoft pursuant to Exhibit A.
c. Customer shall make payment of all invoices rendered by ClientSoft to
Customer, pursuant to this Section 5, within thirty (30) days of the
date of each invoice. Customer agrees to pay a late payment charge
computed and payable monthly at the rate of one and one half (1 1/2%)
percent per month or the maximum late payment charge permitted by law,
whichever is less, on any
1
2
d. amounts which are not paid by the Customer within the aforesaid
thirty (30) day payment period and reasonable attorney costs incurred
in the collection process.
e. Customer will pay any taxes ClientSoft becomes obligated to pay by
virtue of this Agreement, exclusive of taxes based upon the net income
of ClientSoft.
6. LIMITATION OF LIABILITY
a. ClientSoft shall not be liable for any indirect, consequential,
incidental or special damages sustained by the Customer in connection
with or arising out of this Agreement, even if ClientSoft knew or
should have known of the possibility of such damages.
b. ClientSoft's entire liability and Customer's sole and exclusive remedy
for direct damages from any cause relating to or arising out of this
Agreement, regardless of the form of action, whether in contract or in
tort (including negligence) or otherwise, shall not exceed in the
aggregate the lesser of Ten Thousand ($10,000) Dollars or the charges
actually paid by the Customer pursuant to this Agreement for the
Professional Services which are the subject matter of or directly
related to the causes of action asserted.
7. TERMINATION
a. This Agreement may be terminated by either party in the event of
a material breach by the other party of any of its obligations under
this Agreement which material breach has not been cured within sixty
(60) days of the date of receipt of written notice of such breach given
by the non-breaching party to the other party. Any such written notice
shall set forth with particularity the nature of any such material
breach.
b. Upon the termination of this Agreement pursuant to the provisions of
Section 7.a. above or Section 8.b. of this Agreement, neither party
shall have any further liability to the other pursuant to this
Agreement except that the Customer shall remain liable to ClientSoft
for any and all payments due to ClientSoft hereunder with respect to
solutions provided or Professional Services performed by ClientSoft up
to such date of termination, together with any and all expenses
associated therewith which are to be reimbursed by Customer to
ClientSoft in accordance with the provisions of Section 5 above.
8. CIRCUMSTANCES BEYOND CONTROL OF THE PARTIES
a. In the event of any circumstance, occurrence, act or omission arising
at any time which is beyond the control of ClientSoft or the Customer
and which has a material effect on the performance by either party of
any of its obligations pursuant to this Agreement, the parties agree
that the performance of the affected obligation(s) shall be suspended
until such time as the circumstance, occurrence, act or omission (which
is preventing the performance of such obligation) no longer affects the
performance of the particular obligation(s) and the agreed upon period
for performance of such obligation(s) shall be extended by a period
equal to the period during which such suspension of performance was in
effect.
b. Either party may terminate this Agreement upon written notice to the
other party, in the event that the performance of any obligation (to be
performed by either party hereunder) is suspended, pursuant to the
provisions of Section 8.a. above, for a period of ninety (90) days or
longer.
9. GENERAL
a. This Agreement, together with Exhibits A annexed hereto, which are
incorporated into and made a part of this Agreement, constitutes the
entire agreement between the parties with regard to the subject matter
hereof and supersedes all prior oral and written agreements,
understandings, representations, proposals or communications, of
whatsoever kind, between the parties with respect to the subject matter
of this Agreement.
b. No modifications or amendments to this Agreement and no waiver of any
provision of this Agreement shall be valid unless made in writing and
signed by duly authorized representatives of the parties hereto.
c. Customer shall not assign any of its rights or delegate any of its
duties under the terms of this Agreement without the prior written
consent of ClientSoft.
d. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
e. The parties hereto acknowledge and agree that Sections 2, 3, 5, 6 and 9
shall survive the termination of this Agreement.
f. In performing the Professional Services set forth in Exhibits A
hereto, ClientSoft is acting as an independent contractor and not as an
employee, agent or representative of the Customer. ClientSoft has no
authority to transact any business in the name of or for the account of
the Customer or to otherwise obligate the Customer in any manner.
g. Except as otherwise provided in this Agreement, all notices or other
communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the U.S. mail,
postage prepaid, certified mail, return receipt requested, and
addressed to the Participant as shown above and to ClientSoft as
follows: ClientSoft Inc., ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
Vice Pres. - Professional Services, with a copy (which shall not
constitute notice) to Corporate Secretary at the same address.
h. Neither ClientSoft or the Customer shall disclose the terms of this
Agreement or publish any information concerning the same without the
prior written consent of the other.
i. The failure of either party, in one or more instances, to insist upon
the performance of any term or condition or to exercise any right or
remedy available to such party, shall not be construed as a waiver by
such party of the right to insist upon the performance or exercise of
any right or remedy now available or which may arise in the future.
j. The unenforceability of any provision hereof shall not affect the
remaining provisions of this Agreement, but rather such provision shall
be served and the remainder of this Agreement shall remain in full
force and effect.
k. This Agreement may be executed in any number of counterpart copies,
each of which shall be deemed an original, but which together shall
constitute a single instrument.
l. All paragraph headings and captions used herein are for the
convenience of the parties only and shall not be part of the text, or
affect the meaning of this Agreement.
m. Each of the parties hereto acknowledges to the other that it has had
the opportunity to have this agreement reviewed by counsel of its
choice and has had the opportunity to obtain the assistance of such
counsel in the negotiation, preparation, execution and deliver thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives.
GAINSCO, INC. CLIENTSOFT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇ 12/22/99 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 12/22/99
------------------------------ -------------------------------
Authorized Signatory Date Authorized Signatory Date
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ -------------------------------
Type or Print Name Type or Print Name
Title: Sr. Vice President - IT Title: SVP Technology
------------------------------ -------------------------------
3
EXHIBIT A
STATEMENT OF WORK NUMBER 99075
CONTRACTED PROFESSIONAL SERVICES
The following is a Statement of Work between ClientSoft Inc., ("ClientSoft") and
Gainsco, Inc. ("Gainsco"). This Statement of Work states all of the rights and
responsibilities of, and supersedes all prior oral and written communications,
between ClientSoft and Gainsco regarding the Professional Services described
below (the "Project"). This Statement of Work supplements and is subject to the
terms and conditions contained in the Professional Services Agreement between
ClientSoft and Gainsco dated December 22, 1999 (the "Agreement"). This Agreement
shall be the controlling document for any subsequent Statements of Work executed
via its Change Control Process.
I. PERSONNEL
ClientSoft and Gainsco will appoint representatives to the following positions:
A. ClientSoft Project Executive - ClientSoft will appoint a Project Executive
who will be responsible for overall management of the Project. The Project
Executive will work with ClientSoft and Gainsco personnel to perform
Project reviews, accomplish the tasks outlined in this Statement of Work,
manage day-to-day project activities, and serve as ClientSoft's single
point of contact with respect to interfacing with Gainsco on project
issues. Sales related issues remain the responsibility of the ClientSoft
Account Manager.
B. Gainsco Project Executive - Gainsco will designate a Project Executive who
will regularly available to meet with Gainsco and ClientSoft personnel on
all matters pertaining to the Project. This individual will procure, manage
and Gainsco's resources as defined in this Statement of Work. The Gainsco
Project Executive will have the authority to signoff on each deliverable
and completion criteria defined for each phase and task defined below.
C. ClientSoft Resources - ClientSoft will make appropriate personnel available
as needed to complete this project.
D. Gainsco Resources - Gainsco will make appropriate personnel available as
needed to complete this project. HQ required resources will include at
least one individual from identified departments to participate as
necessary to meet project objectives. Required resources include at least
one end-user representative, representing a cross-section of the user
population covered by this project.
E. The current Project Executives assigned by each party are:
Gainsco -- ▇▇▇▇ ▇▇▇▇▇, Senior Vice President Information Technologies
ClientSoft -- ▇▇▇▇▇▇ ▇▇▇▇▇▇, Asst. Vice President of Development
In the event the Project Executive cannot execute a Change Request, the
Change Request can be executed by an officer of the respective company.
B-0
4
II. PROJECT SCOPE
Based on the initial results from the current scoping engagements for Phase II,
Umbrella Policies, and Change Requests to these contracts, ClientSoft agrees to
provide Gainsco with a block of professional services resources to be utilized
January 1, 2000 -- December 31, 2000. Gainsco shall use this block of resources
for the performance of services that shall be defined by specific Statements of
Work for each project that must be approved and accepted by Gainsco and
ClientSoft.
These resources will be utilized for, but not limited to, the Phase II and
Umbrella projects. Detailed Statements of Work will be provided to Gainsco for
approval for each project or Change Request. The value of each Statement of
Work/Change Request accepted by Gainsco shall be deducted from the value of this
agreement. The total value of the Statements of Work or Change Requests may be
less than or exceed the value of this agreement.
Any remaining value of this agreement may be transferred to any Joint Venture or
Application Service Provider agreements made between ClientSoft and Gainsco.
III. SCHEDULE OF SERVICES
ClientSoft shall begin work at a mutually agreed upon date upon the acceptance
of the specific Statements of Work for each project. These Statements of Work
will be executed and processed in accordance with the Change Control Process
listed in this document.
IV. CLIENTSOFT'S RESPONSIBILITIES
A. ClientSoft will assign a Project Executive, allocate appropriate
resources, and use reasonable efforts to avoid project delays.
B. ClientSoft will perform the Services described in the Statements of
Work resulting from this contract.
C. ClientSoft will provide Gainsco with a detailed Statement of Work for
each project. Gainsco and ClientSoft will mutually agree on the
Statement of Work prior to project commencement.
V. GAINSCO'S RESPONSIBILITIES
A. Gainsco will participate in Project Updates, if any, with ClientSoft
in accordance with the timeframes as set forth in "Schedule 1 to
Exhibit A - Project Update/Communications" annexed hereto.
B. Gainsco will assign a Project Executive, allocate appropriate
resources, and use its reasonable efforts to avoid Project delays.
VI. KEY ASSUMPTIONS
The following are key assumptions made by ClientSoft of Gainsco and this
project.
1. Any Statement of Work developed will be signed by all parties, and
attached to this Agreement as an appendix prior to application
development.
2. The ClientSoft and Gainsco Project Executives, shall be the sole point
of contact between parties for issues related to this Agreement.
B-1
5
VII. VALUE OF SERVICES
ClientSoft will provide Gainsco with a block of Professional Services to perform
tasks identified in specific Statements of Work for Phase II, Umbrella, and
other projects. The value of this block of services is:
1. VALUE OF PROFESSIONAL SERVICES
PROFESSIONAL SERVICES
Block of Professional Services 1,000,000
PROJECT TOTAL 1,000,000
2. INVOICING
ClientSoft will invoice Gainsco in accordance with the payment schedules that
accompany the Change Request and detailed Statements of Work approved and
accepted by Gainsco and ClientSoft.
Additional ClientSoft Professional Services requested by Customer that are not
included in or exceed the scope of this Statement of Work or Change Request to
this Statement of Work, and which are agreed to by both parties, shall be priced
separately based on time and resource requirements (subject to increase in
accordance with Sections 5(b) and 5(c) of the Agreement). These additional
services may also be added to the scope of this agreement via the Change Control
Process.
Customer shall pay ClientSoft's reasonable expenses, which are incurred by
ClientSoft for travel, lodging, meals, and cost of materials and equipment
(i.e., printed materials, etc.).
VIII. CHANGE CONTROL PROCESS
The "Change Control Process" governs changes to the Project scope and
deliverables during the life of the Project. The purpose of this process is to
coordinate and properly document the development, installation and evaluation of
new features and functionality during the Project. The process will apply to new
Project components and to enhancements of existing Project components. The
Change Control Process will be implemented from the start of the Project and
will continue throughout the Project's duration.
A. The Project Manager of the requesting party will submit a written
Change Request to the Project Manager for the other party in the
format identified in "Schedule 2 to Exhibit A - Change Request Form"
annexed hereto.
B. Both ClientSoft and Gainsco will review the proposed Change Request
and either approve it for further study or reject it. The amount and
payment of the costs of further study, if any, will be agreed upon by
both ClientSoft and Gainsco. The results of the study will be used to
determine the effect that the implementation of the Change Request
will have on the Project cost and schedule.
C. Once the parties have evaluated the Change Request, and have agreed to
the change and the terms and conditions for the change, ClientSoft and
Gainsco will complete and sign a "Change Request Evaluation Response
Form" in the format identified in "Schedule 3 to Exhibit A" annexed
hereto and setting forth the change and agreed terms and conditions.
B-2
6
SCHEDULE 1 TO EXHIBIT A
PROJECT UPDATE/COMMUNICATIONS
ClientSoft and Gainsco acknowledge that regular communication among and between
the parties is essential to be Project's successful completion. The parties
agree that, in addition to normal, day-to-day communication, Project Updates
will be held:
________ Twice Weekly (insert days of week meetings will be held on
regularly
________ Weekly, every (insert day of week for regular update
________ Bi-weekly, every other (insert day of week for regular update)
at: ________ (insert start time of regular update)
via ___________ on-site meeting held at______________________(insert location)
_______ teleconference, which will be initiated by _______ (identify party)
The expected duration of each Project Update is estimated to be _________
hours/minutes.
Both ClientSoft and Gainsco's Project Managers will determine, and be
responsible for the attendance of, the appropriate participants for each Project
Update.
The ClientSoft Project manager will issue minutes of each Project Update within
two (2) business days of the update. The minutes will include: attendee list,
status of previously opened items, list new items including person(s)
responsible for resolution, and summary of the Project's overall status. Other
items will be added as appropriate.
Other meetings, correspondence, etc. will occur as necessary during the course
of the Project. The regular Project Update is not intended to eliminate or
replace other forms of communication between the parties.
B-3
7
SCHEDULE 2 TO EXHIBIT A
CHANGE REQUEST FORM
CONTRACTED PROFESSIONAL SERVICES
Requester Name:
--------------------------------------------
Requester Company Name:
------------------------------------
Date Requested:
--------------------------------------------
Response Requested By:
-------------------------------------
Change Requested:
------------------------------------------
(Provide a detailed description of the change requested, the area of the
project plan/schedule being modified, and the benefits of making the change.)
Change Request Received:
Gainsco, Inc.: ClientSoft Inc.
Signed: Signed:
------------------------------- -------------------------------
By: By:
----------------------------------- -----------------------------------
Title: Title:
-------------------------------- --------------------------------
Date: Date:
--------------------------------- ---------------------------------
Change Request No.:
-------------------
B-4
8
SCHEDULE 3 TO EXHIBIT A
CHANGE REQUEST
EVALUATION RESPONSE FORM
Change Request No.:
----------------------------------------
Requester Name:
--------------------------------------------
Review Date:
-------------
Request No. has been:
--------------
accepted with changes
--------
accepted with modification (see below)
--------
rejected
--------
Modifications to Change Requested:
(Insert any changes that are made to the original Change Request. Ensure that,
whether or not modified, the Change Request as accepted identifies, in detail,
the changes to the Project scope, deliverables, schedule and costs.)
Schedule Revision:
(Insert new dates or attach revised project plan/schedule, which show the
impact of the Change Request, if any.)
Cost Revision:
(Define any additional costs to be incurred as a result of proposed changes.
Include in responsible parties, payment due date and any additional
deliverables or modifications to acceptance criteria)
Responsible Project Manager/Executive:
------------------------
Change Request Agreed and Accepted:
Gainsco, Inc.: ClientSoft Inc.
By: By:
----------------------------------- -----------------------------------
Title: Title:
-------------------------------- --------------------------------
Date: Date:
--------------------------------- ---------------------------------
▇-▇
▇
[▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ UNDER CONTROL OF MASTER SOW 99075]
SCHEDULE 2 TO EXHIBIT A
CHANGE REQUEST FORM
CONTRACTED PROFESSIONAL SERVICES
Requester Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Requester Company Name: ClientSoft
------------------------------------
Date Requested: 12/22/99
--------------------------------------------
Response Requested By: 12/22/99
-------------------------------------
Change Requested:
------------------------------------------
FOR PROJECT CONTROL PURPOSES WE ARE REQUESTING THAT STATEMENTS OF WORK #99054
AND 99055 BE ADDED UNDER THE CONTROL OF STATEMENT OF WORK #99075. THE ORIGINAL
CONTRACT VALUE FOR SOW 99054 & 99055 WILL NOT BE REFLECTED IN SOW 99075. ANY
ADDITIONAL CHANGE REQUESTS TO SOW 99054 & 99055 SHALL BE HANDLED IN ACCORDANCE
AND UNDER THE CONTROL OF SOW 99075.
Change Request Received: 12/22/99
Gainsco, Inc.: ClientSoft Inc.
Signed: /s/ ▇▇▇▇ ▇▇▇▇▇ Signed: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- -------------------------------
By: ▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- -----------------------------------
Title: Sr. Vice President - II Title: AVP Development
-------------------------------- --------------------------------
Date: 12/22/99 Date: 12/22/99
--------------------------------- ---------------------------------
Change Request No.: 99075-1
-------------------
B-0
10
SCHEDULE 3 TO EXHIBIT A
CHANGE REQUEST
EVALUATION RESPONSE FORM
Change Request No.: 99075-1
----------------------------------------
Requester Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Review Date: 12/22/99
-----------------------------------------------
Request No. 99075-1 has been:
---------
X accepted with changes
--------
accepted with modification (see below)
--------
rejected
--------
Modifications to Change Requested:
NO MODIFICATION TO BE ADDED.
Schedule Revision:
THIS CHANGE REQUEST WILL HAVE NO IMPACT ON SCHEDULE.
Cost Revision:
THIS CHANGE REQUEST HAS ZERO ($0) COST ASSOCIATED WITH ITS ACCEPTANCE.
Responsible Project Manager/Executive: ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
------------------------------
Change Request Agreed and Accepted:
Gainsco, Inc.: ClientSoft Inc.
Signed: /s/ ▇▇▇▇ ▇▇▇▇▇ Signed: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- -------------------------------
By: ▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- -----------------------------------
Title: Sr. Vice President - II Title: AVP Development
-------------------------------- --------------------------------
Date: 12/22/99 Date: 12/22/99
--------------------------------- ---------------------------------
B-1
11
[CLIENTSOFT LOGO]
EXHIBIT 10.16
CLIENTSOFT INC.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PROFESSIONAL SERVICE AGREEMENT
--------------------------------------------------------------------------------
CUSTOMER: GAINSCO, INC. CONTACT: ▇▇▇▇ ▇▇▇▇▇ SENIOR VICE-PRESIDENT
INFORMATION SERVICES
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
This Agreement is made and effective as of the 22nd day of October, 1999 (the
"Effective Date"), by and between ClientSoft Inc. a Delaware Company
("ClientSoft"), with offices at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and the
Customer.
WHEREAS, Customer desires ClientSoft to provide certain professional services to
the Customer; and
WHEREAS, ClientSoft has agreed to provide professional services to the Customer
as hereinafter more particularly described and subject to and in accordance with
the terms and conditions hereinafter appearing.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, ClientSoft and Customer hereby agree as follows:
1. PROFESSIONAL SERVICES AND TERM
a. ClientSoft will provide certain professional services ("Professional
Services,") as more fully described on Exhibit A annexed hereto) to
assist Customer in connection with the Customer's use of ClientSoft's
products and solutions. The Customer is solely responsible for
determining its objectives and obtaining its desired results from the
Professional Services to be provided by ClientSoft pursuant to this
Agreement. Exhibit A annexed hereto sets forth the fees to be paid by
Customer to ClientSoft for the Professional Services to be provided in
accordance with the provisions of this Agreement.
b. ClientSoft will endeavor to provide the Professional Services on a
timely basis, subject to the availability of qualified personnel and
the difficulty and scope of the Professional Services.
c. ClientSoft may assign, reassign and substitute personnel at any time
and may provide the same or similar services to any other third party.
d. The Professional Services to be rendered to the Customer shall, except
as otherwise agreed to by the parties, be rendered at a location
specified by ClientSoft.
e. The term of this Agreement shall commence upon the date first above
written and shall terminate (unless sooner terminated pursuant to the
provisions of Section 7.a. or Section 8.b. of this Agreement) upon the
date of payment by the Customer to ClientSoft of all fees and expenses
due to ClientSoft pursuant to the terms of this Agreement.
f. ClientSoft personnel shall consist of ClientSoft employees and
consultants engaged by ClientSoft for the design of solutions and
performance of Professional Services.
2. RIGHTS IN WORK PRODUCT/PERSONNEL
a. Any customer-specific documentation, designs or plans developed by
ClientSoft personnel solely in connection with and unique to the
performance of Professional Services under this Agreement shall be the
exclusive property of Customer.
b. The Customer acknowledges and agrees that, except as is expressly
provided in Section 2.a. above, no right, title or interest whatsoever
(express or implied) in or to any documentation, ideas, concepts, know
how, data processing or other techniques used or developed by
ClientSoft personnel (either alone or jointly with the Customer) in
connection with the performance of the Professional Services hereunder
is transferred or granted by ClientSoft to Customer.
c. During the term of this Agreement and for a period of twelve (12)
months thereafter, neither party shall, without the prior written
approval of the other party, solicit the services of or make an offer
of employment to any person who is or was, as the case may be, an
employee or consultant of the other party during the term of this
Agreement. In case of breach, the parties agree to liquidated damages
of $50,000 per person.
3. INDUSTRY STANDARDS/DISCLAIMER OF WARRANTY
a. ClientSoft will provide the Professional Services to Customer in a
good and workmanlike manner in accordance with normal industry
standards.
b. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, CLIENTSOFT
MAKES AND THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, BY OPERATION
OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOLUTIONS,
PROFESSIONAL SERVICES AND/OR THE WORK PRODUCT PROVIDED BY CLIENTSOFT
TO CUSTOMER HEREUNDER.
4. CUSTOMER RESPONSIBILITIES
Customer shall:
a. Assist ClientSoft personnel engaged in the performance of the
Professional Services in the clarification and understanding of any
matter relating to the Solution and Professional Services which the
Customer requires ClientSoft to perform under this Agreement, as the
same are described in Exhibit A hereto.
b. Provide ClientSoft with the name of Customer's employee who has been
designated by the Customer as the "Project Manager" and who has
authority to make decisions on behalf of the Customer with respect to
matters relating to the Solution and Professional Services to be
provided hereunder. Such Project Coordinator shall be familiar with
the objectives to be realized by the Customer in connection with the
Solution and Professional Services.
c. Provide to ClientSoft's personnel, for such periods of time and at
such times as are reasonably required by ClientSoft, access to and use
of any of Customer's systems and/or equipment, including without
limitation Customer's computer system and/or communications network,
which is required to enable the performance by ClientSoft of the
Professional Services.
d. Make available to ClientSoft personnel such office space, computer
equipment, customer systems access, furniture and use of a
telephone(s) as may be required by ClientSoft to facilitate
ClientSoft's performance at the Customer's facility, as deemed
appropriate by ClientSoft.
5. PAYMENT
a. ClientSoft shall invoice Customer at the end of each phase (if on a
fixed based contract) or month (if on a time and materials basis) for
all Professional Services performed by ClientSoft during such month in
accordance with Exhibit A annexed hereto. ClientSoft's invoice shall
reflect the number of work days expended by ClientSoft with respect to
the creation of the solution or Professional Services to be provided
pursuant to this Agreement. In addition, ClientSoft's invoice shall
reflect any travel, living and accommodation charges which have been
incurred by ClientSoft personnel in providing solution development
and/or Professional Services at a Customer facility which is located
outside of a fifty (50) mile radius of the ClientSoft facility at
which such ClientSoft personnel are based.
b. In the event that Customer requires any or all Professional Services
to be performed on a Saturday, Sunday or public holiday observed by
ClientSoft, the applicable hourly or other rates (as set forth in
Exhibit A) charged by ClientSoft to the Customer shall be subject to
an overtime premium of fifty (50%) percent of the applicable rate
charged by ClientSoft pursuant to Exhibit A.
c. Customer shall make payment of all invoices rendered by ClientSoft to
Customer, pursuant to this Section 5, within thirty (30) days of the
date of each invoice. Customer agrees to pay a late payment charge
computed and payable monthly at the rate of one and one half (1 1/2%)
percent per month or the maximum late payment charge permitted by law,
whichever is less, on any
1
12
d. amounts which are not paid by the Customer within the aforesaid
thirty (30) day payment period and reasonable attorney costs incurred
in the collection process.
e. Customer will pay any taxes ClientSoft becomes obligated to pay by
virtue of this Agreement, exclusive of taxes based upon the net income
of ClientSoft.
6. LIMITATION OF LIABILITY
a. ClientSoft shall not be liable for any indirect, consequential,
incidental or special damages sustained by the Customer in connection
with or arising out of this Agreement, even if ClientSoft knew or
should have known of the possibility of such damages.
b. ClientSoft's entire liability and Customer's sole and exclusive remedy
for direct damages from any cause relating to or arising out of this
Agreement, regardless of the form of action, whether in contract or in
tort (including negligence) or otherwise, shall not exceed in the
aggregate the lesser of Ten Thousand ($10,000) Dollars or the charges
actually paid by the Customer pursuant to this Agreement for the
Professional Services which are the subject matter of or directly
related to the causes of action asserted.
7. TERMINATION
a. This Agreement may be terminated by either party in the event of
a material breach by the other party of any of its obligations under
this Agreement which material breach has not been cured within sixty
(60) days of the date of receipt of written notice of such breach given
by the non-breaching party to the other party. Any such written notice
shall set forth with particularity the nature of any such material
breach.
b. Upon the termination of this Agreement pursuant to the provisions of
Section 7.a. above or Section 8.b. of this Agreement, neither party
shall have any further liability to the other pursuant to this
Agreement except that the Customer shall remain liable to ClientSoft
for any and all payments due to ClientSoft hereunder with respect to
solutions provided or Professional Services performed by ClientSoft up
to such date of termination, together with any and all expenses
associated therewith which are to be reimbursed by Customer to
ClientSoft in accordance with the provisions of Section 5 above.
8. CIRCUMSTANCES BEYOND CONTROL OF THE PARTIES
a. In the event of any circumstance, occurrence, act or omission arising
at any time which is beyond the control of ClientSoft or the Customer
and which has a material effect on the performance by either party of
any of its obligations pursuant to this Agreement, the parties agree
that the performance of the affected obligation(s) shall be suspended
until such time as the circumstance, occurrence, act or omission (which
is preventing the performance of such obligation) no longer affects the
performance of the particular obligation(s) and the agreed upon period
for performance of such obligation(s) shall be extended by a period
equal to the period during which such suspension of performance was in
effect.
b. Either party may terminate this Agreement upon written notice to the
other party, in the event that the performance of any obligation (to be
performed by either party hereunder) is suspended, pursuant to the
provisions of Section 8.a. above, for a period of ninety (90) days or
longer.
9. GENERAL
a. This Agreement, together with Exhibits A annexed hereto, which are
incorporated into and made a part of this Agreement, constitutes the
entire agreement between the parties with regard to the subject matter
hereof and supersedes all prior oral and written agreements,
understandings, representations, proposals or communications, of
whatsoever kind, between the parties with respect to the subject matter
of this Agreement.
b. No modifications or amendments to this Agreement and no waiver of any
provision of this Agreement shall be valid unless made in writing and
signed by duly authorized representatives of the parties hereto.
c. Customer shall not assign any of its rights or delegate any of its
duties under the terms of this Agreement without the prior written
consent of ClientSoft.
d. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
e. The parties hereto acknowledge and agree that Sections 2, 3, 5, 6 and 9
shall survive the termination of this Agreement.
f. In performing the Professional Services set forth in Exhibits A
hereto, ClientSoft is acting as an independent contractor and not as an
employee, agent or representative of the Customer. ClientSoft has no
authority to transact any business in the name of or for the account of
the Customer or to otherwise obligate the Customer in any manner.
g. Except as otherwise provided in this Agreement, all notices or other
communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the U.S. mail,
postage prepaid, certified mail, return receipt requested, and
addressed to the Participant as shown above and to ClientSoft as
follows: ClientSoft Inc., ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
Vice Pres. - Professional Services, with a copy (which shall not
constitute notice) to Corporate Secretary at the same address.
h. Neither ClientSoft or the Customer shall disclose the terms of this
Agreement or publish any information concerning the same without the
prior written consent of the other.
i. The failure of either party, in one or more instances, to insist upon
the performance of any term or condition or to exercise any right or
remedy available to such party, shall not be construed as a waiver by
such party of the right to insist upon the performance or exercise of
any right or remedy now available or which may arise in the future.
j. The unenforceability of any provision hereof shall not affect the
remaining provisions of this Agreement, but rather such provision shall
be served and the remainder of this Agreement shall remain in full
force and effect.
k. This Agreement may be executed in any number of counterpart copies,
each of which shall be deemed an original, but which together shall
constitute a single instrument.
l. All paragraph headings and captions used herein are for the
convenience of the parties only and shall not be part of the text, or
affect the meaning of this Agreement.
m. Each of the parties hereto acknowledges to the other that it has had
the opportunity to have this agreement reviewed by counsel of its
choice and has had the opportunity to obtain the assistance of such
counsel in the negotiation, preparation, execution and deliver thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives.
GAINSCO, INC. CLIENTSOFT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ 11/16/99 By:
------------------------------ -------------------------------
Authorized Signatory Date Authorized Signatory Date
▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ -------------------------------
Type or Print Name Type or Print Name
Title: Sr. Vice President - IT Title:
------------------------------ -------------------------------
13
EXHIBIT A
STATEMENT OF WORK NUMBER 99055
eXoro PHASE II SCOPE DEVELOPMENT
The following is a Statement of Work between ClientSoft Inc., ("ClientSoft") and
Gainsco, Inc. ("Gainsco"). This Statement of Work states all of the rights and
responsibilities of, and supersedes all prior oral and written communications,
between ClientSoft and Gainsco regarding the Scope Development project described
below (the "Project"). This Statement of Work supplements and is subject to the
terms and conditions contained in the Professional Services Agreement between
ClientSoft and Gainsco dated October 22, 1999 (the "Agreement").
I. PERSONNEL
ClientSoft and Gainsco will appoint representatives to the following positions:
A. ClientSoft Project Manager - ClientSoft will appoint a Project Manager
who will be responsible for overall management of the Project. The
Project Manager will work with ClientSoft and Gainsco personnel to
perform Project reviews, accomplish the tasks outlined in this
Statement of Work, manage day-to-day project activities, and serve as
ClientSoft's single point of contact with respect to interfacing with
Gainsco on project issues. Sales related issues remain the
responsibility of the ClientSoft Account Manager.
B. Gainsco Project Manager - Gainsco will designate a Project Manager who
will regularly available to meet with Gainsco and ClientSoft personnel
on all matters pertaining to the Project. This individual will
procure, manage and Gainsco's resources as defined in this Statement
of Work. The Gainsco Project Manager will have the authority to
signoff on each deliverable and completion criteria defined for each
phase and task defined below.
C. ClientSoft Resources - ClientSoft will make appropriate personnel
available as needed to complete this project.
D. Gainsco Resources - Gainsco will make appropriate personnel available
as needed to complete this project. HQ required resources will include
at least one individual from identified departments to participate in
the Validate Process Logic Flow and Application Design as necessary to
meet project objectives. Required resources include at least one
end-user representative, representing a cross-section of the user
population covered by this project.
B-0
14
II. PROJECT SCOPE
This Statement of Work (SOW) defines the scope of tasks to be accomplished by
ClientSoft for development of a Scope Document. Over a three to four week
period, ClientSoft will conduct a series of meetings to collect information
relevant to a requirement definition to identify and develop application scope
for the system implementation.
The deliverable of this activity (discussed in detail below) will be documented
process detailing the application flow that maps the ClientBuilder functions and
how they integrate to Gainsco's system, including a Graphical User Interface
Prototype (proposed screen layouts). The final output of this short engagement
is a fixed-price proposal to complete development of the prototype into a
finished system. This document will also include a description of the proposed
rollout and testing phases. Upon acceptance of the developed proposal,
ClientSoft and Gainsco will be free to engage the project as described in the
proposal.
SCOPE DEVELOPMENT
The deliverables from this work include (Italics identify deliverables &
completion criteria):
1. DOCUMENTATION OF THE `AS-IS' PROCESS FLOW
This task performs the following:
o Applies a simple processing mapping tool and modified Process
mapping techniques, to document the `AS-IS' process. Special
attention is paid to identify bottlenecks and process issues,
which can become targets for process improvement.
o Based on significant interaction in a series of intense process
oriented meetings and interviews, ClientSoft consultants work
with the End-User and IT representatives to document existing
processes. It is imperative that the End-User representatives
understand the flow of the Gainsco system and be able to answer
questions as to process flow, screen content, data element usage
and navigation. Significant input will be required from the
End-User and IT representatives to ensure that bottlenecks and
process improvement opportunities are fully understood. This
directly affects the benefits derived.
DELIVERABLE: Documented AS-IS process flow
COMPLETION CRITERIA: This task is complete when the AS-IS process flow
has been document and verified by the Gainsco Project Manager.
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 5O screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
2. COLLECT/ANALYZE/DOCUMENT SCREEN IMAGES AND DATA ELEMENTS
This task performs the following:
COLLECT GAINSCO SCREENS
o Gainsco will provide ClientSoft with the proper Access, User ID
& Password and End-User representative to walk through and
document each screen in the Gainsco system. Analysis will focus
on how the current system behaves, a general description of what
is required to duplicate that behavior (either using mainframe or
local server files), and what mainframe field or fields must be
updated as a result of the end state of each control.
DOCUMENT DATA ELEMENTS AND CONTROLS
o Working with the appropriate Gainsco IT and End-User
representatives, the ClientSoft consultant will document the data
elements and controls (action fields, command lines and `PF'
keys) on each screen. These will be cross-referenced in the
design document for the Graphical User Interface Prototype.
B-1
15
o Screen edits and usability features are extremely important to
identify at this juncture. When a user does not key all of the
data required for a screen to commit, a `screen edit' is
displayed. The goal is to ensure that one of these screen edits
does not interrupt the flow of processing and that it is handled
gracefully. Usability features are especially important to
evaluate in situations where cryptic codes are used and should be
replaced with more readable text.
PERFORM ANALYSIS
o The collected screen images and data elements and controls are
analyzed and the `As-Is' process document created from the
material gathered. Each screen image is numbered along with each
significant control to allow clearer discussion of process flow,
specific data elements and screen flow and their impact on the
complexity of the solution in the `To-Be' process development.
o In addition to the `As-Is' process flow, documentation will
include pages describing each screen and further broken down into
paragraphs explaining each control's behavior and end state
relationship to host screens. This information is critical to
understanding how the ClientBuilder code must react to changes in
the mainframe. Failure to identify mainframe functions (PF keys,
pop-up windows, navigation requirements, etc) will create `holes'
in the process flow, which will surface once actual coding, and
acceptance testing begins. Such omissions in the requirements
gathering process will create change request situations, which
could affect deliverable timeframes and increase project costs.
o It is imperative that the End-User representative understands the
flow of the Gainsco system and is able to answer questions as to
screen content, data element usage and navigation. During this
process, it is important to note where process flow is impacted
by the current system. Identification of bottlenecks and process
improvement opportunities are critical at this juncture.
STAGE REVIEW
o A stage review meeting is scheduled to review the `As-Is'
documentation to ensure completeness and accuracy. This is a
critical juncture in the process and requires signoff by the
Gainsco project manager prior to further analysis.
DELIVERABLE: Gainsco screens collected in the CSD, Data elements
documented
COMPLETION CRITERIA: This task is complete when the Gainsco screens
have been collected in the CSD and the Data Element documented and the
stage acceptance form is signed by the Gainsco Project Manager.
EXCEPTIONS: The pricing for this project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
3. DEVELOP `TO-BE' PROCESS IMPROVEMENTS
This task performs the following:
CREATE IMPROVED PROCESS
o Applies a simple processing mapping tool and modified process
mapping techniques, to create the `To-Be' process from the
documented `As-Is' process. Special attention is paid to the
identified bottlenecks and process issues, which are targets for
process improvement.
o Based on significant interaction, ClientSoft consultants work
with the End-User and IT representatives to create process
improvements. It is imperative that the End-User representatives
understand the flow of the Gainsco system and be able to answer
questions as to process flow, screen content, data element usage
and navigation. Significant input will be required from the
End-User and IT representatives to ensure that bottleneck
elimination and process improvement opportunities are fully
realized.
DELIVERABLE: Gainsco 'To-Be' process defined.
COMPLETION CRITERIA: This task is complete when the Gainsco `To-Be'
process has been defined and the phase acceptance form is signed by
the Gainsco Project Manager.
B-2
16
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 5O screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
4. DEVELOP `TO-BE' GRAPHICAL USER INTERFACE PROTOTYPE
From a usability and complexity of development perspective, this task
is the most critical. Herein the flow of the system, its functions and
capabilities from the End-User perspective is created and approved.
Errors or omissions in function or feature will create a change
control situation, which could affect the timeframe and cost of the
project. This task performs the following:
CREATE GRAPHICAL USER INTERFACE PROTOTYPE
o Using basic GUI graphical objects, which are supported by
ClientBuilder, the ClientSoft consultant will work with the
End-User and IT representatives to create the Graphical User
Interface Prototype. Though possibly missing icons, colors of the
final product and other minor GUI features (spinning icons, etc),
the prototype will be roughly equivalent to the final delivered
product. The key task accomplished in this phase is to correctly
identify how the `To-Be' GUI interface will work. Special
attention to where the data elements on the GUI screens come from
and how they behave must be documented (i.e. some GUI screens may
required data from multiple host screens).
o Again, it is imperative that the End-User representatives
understand the flow of the Gainsco system and be able to answer
questions as to process flow, screen content, data element usage
and navigation. Significant input will be required from the
End-User and IT representatives to ensure that bottlenecks and
process improvement opportunities are fully realized.
DOCUMENT PROTOTYPE DATA ELEMENTS AND CONTROLS
o Working with the appropriate Gainsco IT and End-User
representatives, the ClientSoft consultant will document the GUI
data elements and controls (click boxes, drop down lists and so
forth) on each screen. These will be cross-referenced in the
design document against the host fields documented in the `As-Is'
process.
o Screen edits and usability features are extremely important to
identify at this juncture. When a user does not key all of the
data required for a screen to commit, a `screen edit' is
displayed. The goal is to ensure that one of these screen edits
does not interrupt the flow of processing and that it is handled
gracefully. Usability features are especially important to
evaluate in situations where cryptic codes are used and should be
replaced with more readable text.
PERFORM ANALYSIS
o The collected screen images and data elements and controls are
analyzed and the Graphical User Interface Prototype document
created from the material gathered. Each screen image is numbered
along with each significant control and cross-referenced to the
host screens to allow clearer discussion of process flow,
specific data elements and screen flow and their impact on the
complexity of the solution in the `To-Be' process development.
o In addition to the `To-Be' GUI prototype, documentation will
include pages describing each GUI screen and further broken down
into paragraphs explaining each control's behavior and end state
relationship to host screens. This information is critical to
understanding how the ClientBuilder code must react to changes in
the mainframe. Failure to identify prototype functions (check
boxes, drop down lists, navigation requirements, etc) will create
`holes' in the process flow which will surface once actual coding
and acceptance testing begins. Such omissions in the requirements
gathering process will create change request situations, which
could affect deliverable timeframes and increase project costs.
o It is imperative that the End-User representative understands the
flow of the desired Gainsco process relative to the existing
system and is able to answer questions as to screen content, data
element usage and navigation. During this process, it is
important to note where process flow will be positively impacted
by the `To-Be' system. Solutions to bottlenecks and estimates of
positive process improvement impacts over the `As-Is' system are
important to identify for financial justification of the proposed
system.
▇-▇
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
o A stage review meeting is scheduled to review the `As-Is'
documentation to ensure completeness and accuracy. This is a
critical juncture in the process and requires signoff by the
Gainsco project manager prior to further analysis.
DELIVERABLE: Gainsco Prototype defined.
COMPLETION CRITERIA: This task is complete when the Gainsco Prototype
has been defined and the phase acceptance form is signed by the
Gainsco Project Manager.
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
5. DEVELOP FIXED PRICE PROPOSAL
This task performs the following:
Using the material developed in Tasks 1-4, the ClientSoft team will
create a fixed-price proposal to develop the Gainsco solution. NOTE:
This task is performed off-site and concludes the work effort for this
scope development project.
This will include (but is not limited to) the following areas:
PHASE I: MOBILIZATION AND PROJECT SETUP
o Development Server Installation Tasks -- These are tasks
associated with the installation of the development servers
required to support the solution.
o Development Workstation Installation Tasks -- These are tasks
associated with the installation of the development workstations
required to support the solution.
o Acceptance Test Plan -- A significant portion of mobilization is
the development of test data and the acceptance test plan.
ClientSoft consultants work with the End-User and IT
representatives to ensure that a comprehensive acceptance test
plan is built and readied for implementation at the appropriate
time.
PHASE II: DEVELOPMENT
o Describes in detail, stage limited functional releases of the
software developed by ClientSoft. ClientSoft consultants will
begin the integration of ClientBuilder to the Gainsco system
based on the specifications developed in the application scope
document described in the deliverables to this project.
o Any changes to the application scope will require a written
request detailing the changes requested and any additional costs
if applicable, signed by all parties.
PHASE III: TESTING & ROLLOUT
o Application testing and rollout. After the ClientBuilder
application is integrated with the PDS back-end and the agent
front-end according to the specification of the application scope
document, the application testing and rollout phase will
commence. Phase III represents 25% of the project deliverables.
OUT OF SCOPE WORK
o The fixed-price proposal will specifically identify items
required for successful implementation of this project which are
out of scope and provided for by Gainsco. Failure to provide
these functions could adversely affect this project and Gainsco
holds ClientSoft harmless in that event.
DELIVERABLE: Gainsco Fixed Price Proposal
COMPLETION CRITERIA: This task is complete when the Gainsco
Fixed-Price Proposal has been defined and the phase acceptance form is
signed by the Gainsco Project Manager.
B-4
18
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
III. SCHEDULE OF SERVICES
ClientSoft shall begin work at a mutually agreed upon date upon the acceptance
of this Statement of Work.
IV. CLIENTSOFT'S RESPONSIBILITIES
A. ClientSoft will assign a Project Manager, allocate appropriate
resources, and use reasonable efforts to avoid project delay.
B. ClientSoft will perform the Services described in this Statement of
Work for the Project.
C. ClientSoft shall provide at its own cost and expense the following
software. ClientBuilder Software used to collect and document the host
screens.
V. GAINSCO'S RESPONSIBILITIES
A. Gainsco will participate in Project Updates, if any, with ClientSoft
in accordance with the timeframes as set forth in "Schedule 1 to
Exhibit A - Project Update/Communications" annexed hereto.
B. Gainsco will assign a Project Manager, allocate appropriate resources,
and use its reasonable efforts to avoid Project delays.
C. Gainsco shall provide at its own cost and expense the following
Hardware and software:
1. Developer Workstation:
Prior to the start of the project, Gainsco will provide the necessary
developer workstation and network Host connectivity necessary for
completing this project. A minimum developer workstation is a ▇▇▇▇▇,
▇▇▇▇▇ or WinNT computer with 128 megs of Ram and approximately 1.0GB
of free disk space. The workstation must have network access and
terminal emulation to the Host.
VI. KEY ASSUMPTIONS
The following are key assumptions made by ClientSoft of Gainsco and this
project.
1. The application and functions will be documented (scope
document), signed by all parties, and attached to this Agreement
as an appendix prior to application development.
2. ClientSoft and Gainsco will assign a Project Manager, who will be
the primary point of contact between parties prior to the
commencement of this project.
3. Gainsco shall make available to ClientSoft the required hardware
(as defined in Gainsco's Responsibilities) at Gainsco's
additional cost and expense before the contract start date.
4. Gainsco shall make available to ClientSoft the required software
(as defined in Gainsco's Responsibilities) at Gainsco's
additional cost and expense before contract start date.
B-5
19
VII. PAYMENT
The prices to be paid to ClientSoft by Gainsco for the Services provided in
accordance with this Statement of Work are as follows:
1. SCHEDULE OF CHARGES
PROFESSIONAL SERVICES
Scope Development 25,000
PROJECT TOTAL 25,000
2. INVOICING
ClientSoft will invoice Gainsco as follows:
Acceptance of Scope Document and signoff of project: 100%
Additional ClientSoft Professional Services requested by Customer that are not
included in or exceed the scope of this Statement of Work and which are agreed
to by both parties, shall be priced separately based on time and resource
requirements (subject to increase in accordance with Sections 5(b) and 5(c) of
the Agreement):
Customer shall pay ClientSoft's reasonable expenses, which are incurred by
ClientSoft for travel, lodging, meals and cost of materials and equipment (i.e.,
printed materials, etc.).
VIII. CHANGE CONTROL PROCESS
The "Change Control Process" governs changes to the Project scope and
deliverables during the life of the Project. The purpose of this process is to
coordinate and properly document the development, installation and evaluation of
new features and functionality during the Project. The process will apply to new
Project components and to enhancements of existing Project components. The
Change Control Process will be implemented from the start of the Project and
will continue throughout the Project's duration.
A. The Project Manager of the requesting party will submit a written
Change Request to the Project Manager for the other party in the
format identified in "Schedule 2 to Exhibit A - Change Request Form"
annexed hereto.
B. Both ClientSoft and Gainsco will review the proposed Change Request
and either approve it for further study or reject it. The amount and
payment of the costs of further study, if any, will be agreed upon by
both ClientSoft and Gainsco. The results of the study will be used to
determine the effect that the implementation of the Change Request
will have on the Project cost and schedule.
D. Once the parties have evaluated the Change Request, and have agreed to
the change and the terms and conditions for the change, ClientSoft and
Gainsco will complete and sign a "Change Request Evaluation Response
Form" in the format identified in "Schedule 3 to Exhibit A" annexed
hereto and setting forth the change and agreed terms and conditions.
B-6
20
IX. ACCEPTANCE CRITERIA
A Deliverable will be considered accepted when each of the Completion Criteria
has been met (see Project Scope). Gainsco's Project Manager will complete an
acceptance form, in the format of "Schedule 4 to Exhibit A - Deliverable
Acceptance Form" annexed hereto, for each Deliverable and provide such form to
the ClientSoft Project Manager. The Project will be considered accepted when all
of the Completion Criteria have been met. Gainsco's Project Manager will
complete a Project acceptance form, in the format of "Schedule 5 to Exhibit A -
Project Completion and Evaluation Summary" annexed hereto, and provide such form
to the ClientSoft Project Manager.
Agreed and Accepted:
Gainsco, Inc: ClientSoft Inc.
By: /s/ [ILLEGIBLE] By:
-------------------------------- -------------------------------------
Title: Sr. Vice President Title:
----------------------------- ----------------------------------
Date: 11/16/99 Date:
------------------------------ -----------------------------------
B-7
21
SCHEDULE 1 TO EXHIBIT A
PROJECT UPDATE/COMMUNICATIONS
ClientSoft and Gainsco acknowledge that regular communication among and between
the parties is essential to be Project's successful completion. The parties
agree that, in addition to normal, day-to-day communication, Project Updates
will be held:
[X] Twice Weekly (insert days of week meetings will be held on regularly)
[X] Weekly, every (insert day of week for regular update)
[ ] Bi-weekly, every other (insert day of week for regular update)
at 10:00 (insert start time of regular update) Thursdays
via_____ on-site meeting held at__________________________(insert location)
[ ] teleconference, which will be initiated by ClientSoft (identify party)
The expected duration of each Project Update is estimated to be 1 hours/minutes.
Both ClientSoft and Gainsco's Project Managers will determine, and be
responsible for the attendance of, the appropriate participants for each Project
Update.
The ClientSoft Project manager will issue minutes of each Project Update within
two (2) business days of the update. The minutes will include: attendee list,
status of previously opened items, list new items including person(s)
responsible for resolution, and summary of the Project's overall status. Other
items will be added as appropriate.
Other meetings, correspondence, etc. will occur as necessary during the course
of the Project. The regular Project Update is not intended to eliminate or
replace other forms of communication between the parties.
B-8
22
SCHEDULE 2 TO EXHIBIT A
CHANGE REQUEST FORM
GAINSCO SCOPE DEVELOPMENT
Requester Name:
--------------------------------------------
Requester Company Name:
------------------------------------
Date Requested:
--------------------------------------------
Response Requested By:
-------------------------------------
Change Requested:
------------------------------------------
(Provide a detailed description of the change requested, the area of the
project plan/schedule being modified, and the benefits of making the change.)
Change Request Received:
Gainsco, Inc.: ClientSoft Inc.
Signed: Signed:
------------------------------- -------------------------------
By: By:
----------------------------------- -----------------------------------
Title: Title:
-------------------------------- --------------------------------
Date: Date:
--------------------------------- ---------------------------------
Change Request No.:
-------------------
B-9
23
SCHEDULE 3 TO EXHIBIT A
CHANGE REQUEST
EVALUATION RESPONSE FORM
Change Request No.:
----------------------------------------
Requester Name:
--------------------------------------------
Review Date:
-----------------------------------------------
Request No. has been:
---------
accepted without changes
--------
accepted with modification (see below)
--------
rejected
--------
Modifications to Change Request:
(Insert any changes that are made to the original Change Request. Ensure that,
whether or not modified, the Change Request as accepted identifies, in detail,
the changes to the Project scope, deliverables, schedule and costs.)
Schedule Revision:
(Insert new dates or attach revised project plan/schedule, which show the
impact of the Change Request, if any.)
Cost Revision:
(Define any additional costs to be incurred as a result of proposed changes.
Include in responsible parties, payment due date and any additional
deliverables or modifications to acceptance criteria)
Change Request Agreed and Accepted:
Gainsco, Inc.: ClientSoft Inc.
By: By:
----------------------------------- -----------------------------------
Title: Title:
-------------------------------- --------------------------------
Date: Date:
--------------------------------- ---------------------------------
B-10
24
SCHEDULE 4 TO EXHIBIT A
DELIVERABLE ACCEPTANCE FORM
Statement of Work Number 99138 - Scope Document Development
Delivery Date:
----------------------------------------------------------------
Service(s) Provided:
----------------------------------------------------------
------------------------------------------------------------------------------
ClientSoft Project Manager:
---------------------------------------------------
===============================================================================
Project Deliverable Acceptance Criteria Completion Date Amount Due
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
===============================================================================
* Identify the appropriate project deliverables from section II Project Scope
which apply to this phase.
ClientSoft has met the milestones identified above and satisfactorily proved
all related deliverables.
Gainsco Corporation:
Accepted By:
------------------------------------------------------------------
Name (print):
-----------------------------------------------------------------
Title:
------------------------------------------------------------------------
Date:
-------------------------------------------------------------------------
B-11
25
SCHEDULE 5 TO EXHIBIT A
PROJECT COMPLETION AND EVALUATION SUMMARY
Project Name: eXORO PHASE II SCOPE DEVELOPMENT
Project Description:
To collect requirements and develop a fixed cost project estimate.
Dates of Services:
-----------------------
ClientSoft Project Manager: tbd
Please take a few moments to help us serve you better by answering a few
questions about our Services. Your opinion will help us deliver the service
quality you expect. The information above is needed to compile service specific
statistics.
For each of the following questions, using a 1-7 scale, please rate the level
of satisfaction you have had by checking the appropriate box.
Satisfaction Rating
(1 = extremely dissatisfied, 7 = extremely satisfied, N/A = area does not apply)
1. Professionalism of ClientSoft personnel, who provided Services to you on N/A (1) (2) (3) (4) (5) (6) (7)
this project, (i.e., attitude, interpersonal skills, ethical standards, etc.)?
2. ClientSoft's ability to provide Services when requested? N/A (1) (2) (3) (4) (5) (6) (7)
3. ClientSoft's level of technical knowledge about the Products and Systems N/A (1) (2) (3) (4) (5) (6) (7)
related to your needs?
4. ClientSoft's knowledge of your industry and business environment? N/A (1) (2) (3) (4) (5) (6) (7)
5. ClientSoft's ability to complete the Services you contracted for within the N/A (1) (2) (3) (4) (5) (6) (7)
established time frame?
6. ClientSoft's communication of plans, schedules and progress for the N/A (1) (2) (3) (4) (5) (6) (7)
Service(s) provided?
7. ClientSoft's accessibility and installation support when not on-site? N/A (1) (2) (3) (4) (5) (6) (7)
8. ClientSoft's written documentation (i.e., reports, procedure manuals, custom N/A (1) (2) (3) (4) (5) (6) (7)
program documentation)?
9. ClientSoft's ability to train your personnel as per the Statement of Work? N/A (1) (2) (3) (4) (5) (6) (7)
10. Overall, how do you rate ClientSoft's Services? N/A (1) (2) (3) (4) (5) (6) (7)
B-12
26
What is the most important thing we can do to improve your satisfaction with
ClientSoft in the future?
(PROVIDE AS MUCH INFORMATION AS YOU FEEL APPROPRIATE)
Gainsco Scope Development project is accepted as meeting the Deliverables as
defined in the Statement of Work between ClientSoft and Gainsco, dated October
22, 1999.
Agreed and Signed:
Gainsco, Inc.:
By:
----------------------------
Title:
-------------------------
Date:
--------------------------
B-13
27
[CLIENTSOFT LOGO]
CLIENTSOFT INC.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PROFESSIONAL SERVICE AGREEMENT
--------------------------------------------------------------------------------
CUSTOMER: GAINSCO, INC. CONTACT: ▇▇▇▇ ▇▇▇▇▇ SENIOR VICE-PRESIDENT
INFORMATION SERVICES
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
This Agreement is made and effective as of the 22nd day of October, 1999 (the
"Effective Date"), by and between ClientSoft Inc. a Delaware Company
("ClientSoft), with offices at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and the
Customer.
WHEREAS, Customer desires ClientSoft to provide certain professional services to
the Customer; and
WHEREAS, ClientSoft has agreed to provide professional services to the Customer
as hereinafter more particularly described and subject to and in accordance with
the terms and conditions hereinafter appearing.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, ClientSoft and Customer hereby agree as follows:
1. PROFESSIONAL SERVICES AND TERM
a. ClientSoft will provide certain professional services ("Professional
Services," as more fully described on Exhibit A annexed hereto) to
assist Customer in connection with the Customer's use of
ClientSoft's products and solutions. The Customer is solely
responsible for determining its objectives and obtaining its desired
results from the Professional Services to be provided by ClientSoft
pursuant to this Agreement. Exhibit A annexed hereto sets forth the
fees to be paid by Customer to ClientSoft for the Professional
Services to be provided in accordance with the provisions of this
Agreement.
b. ClientSoft will endeavor to provide the Professional Services on a
timely basis, subject to the availability of qualified personnel and
the difficulty and scope of the Professional Services.
c. ClientSoft may assign, reassign and substitute personnel at any time
and may provide the same or similar services to any other third party.
d. The Professional Services to be rendered to the Customer shall, except
as otherwise agreed to by the parties, be rendered at a location
specified by ClientSoft.
e. The term of this Agreement shall commence upon the date first above
written and shall terminate (unless sooner terminated pursuant to the
provisions of Section 7.a. or Section 8.b. of this Agreement) upon the
date of payment by the Customer to ClientSoft of all fees and expenses
due to ClientSoft pursuant to the terms of this Agreement.
f. ClientSoft personnel shall consist of ClientSoft employees and
consultants engaged by ClientSoft for the design of solutions and
performance of Professional Services.
2. RIGHTS IN WORK PRODUCT/PERSONNEL
a. Any customer-specific documentation, designs or plans developed by
ClientSoft personnel solely in connection with and unique to the
performance of Professional Services under this Agreement shall be the
exclusive property of Customer.
b. The Customer acknowledges and agrees that, except as is expressly
provided in Section 2.a. above, no right, title or interest whatsoever
(express or implied) in or to any documentation, ideas, concepts, know
how, data processing or other techniques used or developed by
ClientSoft personnel (either alone or jointly with the Customer) in
connection with the performance of the Professional Services hereunder
is transferred or granted by ClientSoft to Customer.
c. During the term of this Agreement and for a period of twelve (12)
months thereafter, neither party shall, without the prior written
approval of the other party, solicit the services of or make an offer
of employment to any person who is or was, as the case may be, an
employee or consultant of the other party during the term of this
Agreement. In case of breach, the parties agree to liquidated damages
of $50,000 per person.
3. INDUSTRY STANDARDS/DISCLAIMER OF WARRANTY
a. ClientSoft will provide the Professional Services to Customer in a
good and workmanlike manner in accordance with normal industry
standards.
b. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, CLIENTSOFT
MAKES AND THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, BY OPERATION
OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOLUTIONS,
PROFESSIONAL SERVICES AND/OR THE WORK PRODUCT PROVIDED BY CLIENTSOFT
TO CUSTOMER HEREUNDER.
4. CUSTOMER RESPONSIBILITIES
Customer shall:
a. Assist ClientSoft personnel engaged in the performance of the
Professional Services in the clarification and understanding of any
matter relating to the Solution and Professional Services which the
Customer requires ClientSoft to perform under this Agreement, as the
same are described in Exhibit A hereto.
b. Provide ClientSoft with the name of Customer's employee who has been
designated by the Customer as the "Project Manager" and who has
authority to make decisions on behalf of the Customer with respect to
matters relating to the Solution and Professional Services to be
provided hereunder. Such Project Coordinator shall be familiar with
the objectives to be realized by the Customer in connection with the
Solution and Professional Services.
c. Provide to ClientSoft's personnel, for such periods of time and at
such times as are reasonably required by ClientSoft, access to and use
of any of Customer's system and/or equipment, including without
limitation Customer's computer system and/or communications network,
which is required to enable the performance by ClientSoft of the
Professional Services.
d. Make available to ClientSoft personnel such office space, computer
equipment, customer systems access, furniture and use of a
telephone(s) as may be required by ClientSoft to
facilitate ClientSoft's performance at the Customer's facility, as
deemed appropriate by ClientSoft.
5. PAYMENT
a. ClientSoft shall invoice Customer at the end of each phase (if on a
fixed based contract) or month (if on a time and materials basis) for
all Professional Services performed by ClientSoft during such month in
accordance with Exhibit A annexed hereto. ClientSoft's invoice shall
reflect the number of work days expended by ClientSoft with respect to
the creation of the solution or Professional Services to be provided
pursuant to this Agreement. In addition, ClientSoft's invoice shall
reflect any travel, living and accommodation charges which have been
incurred by ClientSoft personnel in providing solution development
and/or Professional Services at a Customer facility which is located
outside of a fifty (50) mile radius of the ClientSoft facility at
which such ClientSoft personnel are based.
b. In the event that Customer requires any or all Professional Services
to be performed on a Saturday, Sunday or public holiday observed by
ClientSoft, the applicable hourly or other rates (as set forth in
Exhibit A) charged by ClientSoft to the Customer shall be subject to
an overtime premium of fifty (50%) percent of the applicable rate
charged by ClientSoft pursuant to Exhibit A.
c. Customer shall make payment of all invoices rendered by ClientSoft to
Customer, pursuant to this Section 5, within thirty (30) days of the
date of each invoice. Customer agrees to pay a late payment charge
computed and payable monthly at the rate of one and one half (1 1/2%)
percent per month or the maximum late payment charge permitted by law,
whichever is less, on any
1
28
d. amounts which are not paid by the Customer within the aforesaid
thirty (30) day payment period and reasonable attorney costs incurred
in the collection process.
e. Customer will pay any taxes ClientSoft becomes obligated to pay by
virtue of this Agreement, exclusive of taxes based upon the net income
of ClientSoft.
6. LIMITATION OF LIABILITY
a. ClientSoft shall not be liable for any indirect, consequential,
incidental or special damages sustained by the Customer in connection
with or arising out of this Agreement, even if ClientSoft knew or
should have known of the possibility of such damages.
b. ClientSoft's entire liability and Customer's sole and exclusive remedy
for direct damages from any cause relating to or arising out of this
Agreement, regardless of the form of action, whether in contract or in
tort (including negligence) or otherwise, shall not exceed in the
aggregate the lesser of Ten Thousand ($10,000) Dollars or the charges
actually paid by the Customer pursuant to this Agreement for the
Professional Services which are the subject matter of or directly
related to the causes of action asserted.
7. TERMINATION
a. This Agreement may be terminated by either party in the event of
a material breach by the other party of any of its obligations under
this Agreement which material breach has not been cured within sixty
(60) days of the date of receipt of written notice of such breach given
by the non-breaching party to the other party. Any such written notice
shall set forth with particularity the nature of any such material
breach.
b. Upon the termination of this Agreement pursuant to the provisions of
Section 7.a. above or Section 8.b. of this Agreement, neither party
shall have any further liability to the other pursuant to this
Agreement except that the Customer shall remain liable to ClientSoft
for any and all payments due to ClientSoft hereunder with respect to
solutions provided or Professional Services performed by ClientSoft up
to such date of termination, together with any and all expenses
associated therewith which are to be reimbursed by Customer to
ClientSoft in accordance with the provisions of Section 5 above.
8. CIRCUMSTANCES BEYOND CONTROL OF THE PARTIES
a. In the event of any circumstance, occurrence, act or omission arising
at any time which is beyond the control of ClientSoft or the Customer
and which has a material effect on the performance by either party of
any of its obligations pursuant to this Agreement, the parties agree
that the performance of the affected obligation(s) shall be suspended
until such time as the circumstance, occurrence, act or omission (which
is preventing the performance of such obligation) no longer affects the
performance of the particular obligation(s) and the agreed upon period
for performance of such obligation(s) shall be extended by a period
equal to the period during which such suspension of performance was in
effect.
b. Either party may terminate this Agreement upon written notice to the
other party, in the event that the performance of any obligation (to be
performed by either party hereunder) is suspended, pursuant to the
provisions of Section 8.a. above, for a period of ninety (90) days or
longer.
9. GENERAL
a. This Agreement, together with Exhibits A annexed hereto, which are
incorporated into and made a part of this Agreement, constitutes the
entire agreement between the parties with regard to the subject matter
hereof and supersedes all prior oral and written agreements,
understandings, representations, proposals or communications, of
whatsoever kind, between the parties with respect to the subject matter
of this Agreement.
b. No modifications or amendments to this Agreement and no waiver of any
provision of this Agreement shall be valid unless made in writing and
signed by duly authorized representatives of the parties hereto.
c. Customer shall not assign any of its rights or delegate any of its
duties under the terms of this Agreement without the prior written
consent of ClientSoft.
d. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
e. The parties hereto acknowledge and agree that Sections 2, 3, 5, 6 and 9
shall survive the termination of this Agreement.
f. In performing the Professional Services set forth in Exhibits A
hereto, ClientSoft is acting as an independent contractor and not as an
employee, agent or representative of the Customer. ClientSoft has no
authority to transact any business in the name of or for the account of
the Customer or to otherwise obligate the Customer in any manner.
g. Except as otherwise provided in this Agreement, all notices or other
communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the U.S. mail,
postage prepaid, certified mail, return receipt requested, and
addressed to the Participant as shown above and to ClientSoft as
follows: ClientSoft Inc., ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
Vice Pres. - Professional Services, with a copy (which shall not
constitute notice) to Corporate Secretary at the same address.
h. Neither ClientSoft or the Customer shall disclose the terms of this
Agreement or publish any information concerning the same without the
prior written consent of the other.
i. The failure of either party, in one or more instances, to insist upon
the performance of any term or condition or to exercise any right or
remedy available to such party, shall not be construed as a waiver by
such party of the right to insist upon the performance or exercise of
any right or remedy now available or which may arise in the future.
j. The unenforceability of any provision hereof shall not affect the
remaining provisions of this Agreement, but rather such provision shall
be served and the remainder of this Agreement shall remain in full
force and effect.
k. This Agreement may be executed in any number of counterpart copies,
each of which shall be deemed an original, but which together shall
constitute a single instrument.
l. All paragraph headings and captions used herein are for the
convenience of the parties only and shall not be part of the text, or
affect the meaning of this Agreement.
m. Each of the parties hereto acknowledges to the other that it has had
the opportunity to have this agreement reviewed by counsel of its
choice and has had the opportunity to obtain the assistance of such
counsel in the negotiation, preparation, execution and deliver thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives.
GAINSCO, INC. CLIENTSOFT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ 12/22/99 By:
------------------------------ -------------------------------
Authorized Signatory Date Authorized Signatory Date
▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ -------------------------------
Type or Print Name Type or Print Name
Title: Sr. Vice President - IT Title:
------------------------------ -------------------------------
29
EXHIBIT A
STATEMENT OF WORK NUMBER 99054
UMBRELLA POLICY SCOPE DEVELOPMENT
The following is a Statement of Work between ClientSoft Inc., ("ClientSoft") and
Gainsco, Inc. ("Gainsco"). This Statement of Work states all of the rights and
responsibilities of, and supersedes all prior oral and written communications,
between ClientSoft and Gainsco regarding the Scope Development project described
below (the "Project"). This Statement of Work supplements and is subject to the
terms and conditions contained in the Professional Services Agreement between
ClientSoft and Gainsco dated October 22, 1999 (the "Agreement").
I. PERSONNEL
ClientSoft and Gainsco will appoint representatives to the following positions:
A. ClientSoft Project Manager - ClientSoft will appoint a Project Manager
who will be responsible for overall management of the Project. The
Project Manager will work with ClientSoft and Gainsco personnel to
perform Project reviews, accomplish the tasks outlined in this
Statement of Work, manage day-to-day project activities, and serve as
ClientSoft's single point of contact with respect to interfacing with
Gainsco on project issues. Sales related issues remain the
responsibility of the ClientSoft Account Manager.
B. Gainsco Project Manager - Gainsco will designate a Project Manager who
will regularly available to meet with Gainsco and ClientSoft personnel
on all matters pertaining to the Project. This individual will
procure, manage and Gainsco's resources as defined in this Statement
of Work. The Gainsco Project Manager will have the authority to
signoff on each deliverable and completion criteria defined for each
phase and task defined below.
C. ClientSoft Resources - ClientSoft will make appropriate personnel
available as needed to complete this project.
D. Gainsco Resources - Gainsco will make appropriate personnel available
as needed to complete this project. HQ required resources will include
at least one individual from identified departments to participate in
the Validate Process Logic Flow and Application Design as necessary to
meet project objectives. Required resources include at least one
end-user representative, representing a cross-section of the user
population covered by this project.
B-0
30
II. PROJECT SCOPE
This Statement of Work (SOW) defines the scope of tasks to be accomplished by
ClientSoft for development of a Scope Document. Over a three to four week
period, ClientSoft will conduct a series of meetings to collect information
relevant to a requirement definition to identify and develop application scope
for the system implementation.
The deliverable of this activity (discussed in detail below) will be documented
process detailing the application flow that maps the ClientBuilder functions and
how they integrate to Gainsco's system, including a Graphical User Interface
Prototype (proposed screen layouts). The final output of this short engagement
is a fixed-price proposal to complete development of the prototype into a
finished system. This document will also include a description of the proposed
rollout and testing phases. Upon acceptance of the developed proposal,
ClientSoft and Gainsco will be free to engage the project as described in the
proposal.
SCOPE DEVELOPMENT
The deliverables from this work include (Italics identify deliverables &
completion criteria):
1. DOCUMENTATION OF THE `AS-IS' PROCESS FLOW
This task performs the following:
o Applies a simple processing mapping tool and modified Process
mapping techniques, to document the `AS-IS' process. Special
attention is paid to identify bottlenecks and process issues,
which can become targets for process improvement.
o Based on significant interaction in a series of intense process
oriented meetings and interviews, ClientSoft consultants work
with the End-User and IT representatives to document existing
processes. It is imperative that the End-User representatives
understand the flow of the Gainsco system and be able to answer
questions as to process flow, screen content, data element usage
and navigation. Significant input will be required from the
End-User and IT representatives to ensure that bottlenecks and
process improvement opportunities are fully understood. This
directly affects the benefits derived.
DELIVERABLE: Documented AS-IS process flow
COMPLETION CRITERIA: This task is complete when the AS-IS process flow
has been document and verified by the Gainsco Project Manager.
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
2. COLLECT/ANALYZE/DOCUMENT SCREEN IMAGES AND DATA ELEMENTS
This task performs the following:
COLLECT GAINSCO SCREENS
o (Gainsco will provide ClientSoft with the proper Access, User ID
& Password and End-User representative to walk through and
document each screen in the Gainsco system. Analysis will focus
on how the current system behaves, a general description of what
is required to duplicate that behavior (either using mainframe or
local server files), and what mainframe field or fields must be
updated as a result of the end state of each control.
DOCUMENT DATA ELEMENTS AND CONTROLS
o Working with the appropriate Gainsco IT and End-User
representatives, the ClientSoft consultant will document the data
elements and controls (action fields, command lines and `PF'
keys) on each screen. These will be cross-referenced in the
design document for the Graphical User Interface Prototype.
B-1
31
o Screen edits and usability features are extremely important to
identify at this juncture. When a user does not key all of the
data required for a screen to commit, a `screen edit' is
displayed. The goal is to ensure that one of these screen edits
does not interrupt the flow of processing and that it is handled
gracefully. Usability features are especially important to
evaluate in situations where cryptic codes are used and should be
replaced with more readable text.
PERFORM ANALYSIS
o The collected screen images and data elements and controls are
analyzed and the `As-Is' process document created from the
material gathered. Each screen image is numbered along with each
significant control to allow clearer discussion of process flow,
specific data elements and screen flow and their impact on the
complexity of the solution in the `To-Be' process development.
o In addition to the `As-Is' process flow, documentation will
include pages describing each screen and further broken down into
paragraphs explaining each control's behavior and end state
relationship to host screens. This information is critical to
understanding how the ClientBuilder code must react to changes in
the mainframe. Failure to identify mainframe functions (PF keys,
pop-up windows, navigation requirements, etc) will create `holes'
in the process flow, which will surface once actual coding, and
acceptance testing begins. Such omissions in the requirements
gathering process will create change request situations, which
could affect deliverable timeframes and increase project costs.
o It is imperative that the End-User representative understands the
flow of the Gainsco system and is able to answer questions as to
screen content, data element usage and navigation. During this
process, it is important to note where process flow is impacted
by the current system. Identification of bottlenecks and process
improvement opportunities are critical at this juncture.
STAGE REVIEW
o A stage review meeting is scheduled to review the `As-Is'
documentation to ensure completeness and accuracy. This is a
critical juncture in the process and requires signoff by the
Gainsco project manager prior to further analysis.
DELIVERABLE: Gainsco screens collected in the CSD, Data elements
documented
COMPLETION CRITERIA: This task is complete when the Gainsco screens
have been collected in the CSD and the Data Element documented and the
stage acceptance form is signed by the Gainsco Project Manager.
EXCEPTIONS: The pricing for this project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
3. DEVELOP `TO-BE' PROCESS IMPROVEMENTS
This task performs the following:
CREATE IMPROVED PROCESS
o Applies a simple processing mapping tool and modified process
mapping techniques, to create the `To-Be' process from the
documented `As-Is' process. Special attention is paid to the
identified bottlenecks and process issues, which are targets for
process improvement.
o Based on significant interaction, ClientSoft consultants work
with the End-User and IT representatives to create process
improvements. It is imperative that the End-User representatives
understand the flow of the Gainsco system and be able to answer
questions as to process flow, screen content, data element usage
and navigation. Significant input will be required from the
End-User and IT representatives to ensure that bottleneck
elimination and process improvement opportunities are fully
realized.
DELIVERABLE: Gainsco `To-Be' process defined.
COMPLETION CRITERIA: This task is complete when the Gainsco `To-Be'
process has been defined and the phase acceptance form is signed by
the Gainsco Project Manager.
B-2
32
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
4. DEVELOP `TO-BE' GRAPHICAL USER INTERFACE PROTOTYPE
From a usability and complexity of development perspective, this task
is the most critical. Herein the flow of the system, its functions and
capabilities from the End-User perspective is created and approved.
Errors or omissions in function or feature will create a change
control situation, which could affect the timeframe and cost of the
project. This task performs the following:
CREATE GRAPHICAL USER INTERFACE PROTOTYPE
o Using basic GUI graphical objects, which are supported by
ClientBuilder, the ClientSoft consultant will work with the
End-User and IT representatives to create the Graphical User
Interface Prototype. Though possibly missing icons, colors of the
final product and other minor GUI features (spinning icons, etc),
the prototype will be roughly equivalent to the final delivered
product. The key task accomplished in this phase is to correctly
identify how the `To-Be' GUI interface will work. Special
attention to where the data elements on the GUI screens come from
and how they behave must be documented (i.e. some GUI screens may
required data from multiple host screens).
o Again, it is imperative that the End-User representatives
understand the flow of the Gainsco system and be able to answer
questions as to process flow, screen content, data element usage
and navigation. Significant input will be required from the
End-User and IT representatives to ensure that bottlenecks and
process improvement opportunities are fully realized.
DOCUMENT PROTOTYPE DATA ELEMENTS AND CONTROLS
o Working with the appropriate Gainsco IT and End-User
representatives, the ClientSoft consultant will document the GUI
data elements and controls (click boxes, drop down lists and so
forth) on each screen. These will be cross-referenced in the
design document against the host fields documented in the `As-Is'
process.
o Screen edits and usability features are extremely important to
identify at this juncture. When a user does not key all of the
data required for a screen to commit, a `screen edit' is
displayed. The goal is to ensure that one of these screen edits
does not interrupt the flow of processing and that it is handled
gracefully. Usability features are especially important to
evaluate in situations where cryptic codes are used and should be
replaced with more readable text.
PERFORM ANALYSIS
o The collected screen images and data elements and controls are
analyzed and the Graphical User Interface Prototype document
created from the material gathered. Each screen image is numbered
along with each significant control and cross-referenced to the
host screens to allow clearer discussion of process flow,
specific data elements and screen flow and their impact on the
complexity of the solution in the `To-Be' process development.
o In addition to the `To-Be' GUI prototype, documentation will
include pages describing each GUI screen and further broken down
into paragraphs explaining each control's behavior and end state
relationship to host screens. This information is critical to
understanding how the ClientBuilder code must react to changes in
the mainframe. Failure to identify prototype functions (check
boxes, drop down lists, navigation requirements, etc) will create
`holes' in the process flow which will surface once actual coding
and acceptance testing begins. Such omissions in the requirements
gathering process will create change request situations, which
could affect deliverable timeframes and increase project costs.
o It is imperative that the End-User representative understands the
flow of the desired Gainsco process relative to the existing
system and is able to answer questions as to screen content, data
element usage and navigation. During this process, it is
important to note where process flow will be positively impacted
by the `To-Be' system. Solutions to bottlenecks and estimates of
positive process improvement impacts over the `As-Is' system are
important to identify for financial justification of the proposed
system.
▇-▇
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
o A stage review meeting is scheduled to review the `As-Is'
documentation to ensure completeness and accuracy. This is a
critical juncture in the process and requires signoff by the
Gainsco project manager prior to further analysis.
DELIVERABLE: Gainsco Prototype defined.
COMPLETION CRITERIA: This task is complete when the Gainsco Prototype
has been defined and the phase acceptance form is signed by the
Gainsco Project Manager.
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
5. DEVELOP FIXED PRICE PROPOSAL
This task performs the following:
Using the material developed in Tasks 1-4, the ClientSoft team will
create a fixed-price proposal to develop the Gainsco solution. NOTE:
This task is performed off-site and concludes the work effort for this
scope development project.
This will include (but is not limited to) the following areas:
PHASE I: MOBILIZATION AND PROJECT SETUP
o Development Server Installation Tasks -- These are tasks
associated with the installation of the development servers
required to support the solution.
o Development Workstation Installation Tasks -- These are tasks
associated with the installation of the development workstations
required to support the solution.
o Acceptance Test Plan -- A significant portion of mobilization is
the development of test data and the acceptance test plan.
ClientSoft consultants work with the End-User and IT
representatives to ensure that a comprehensive acceptance test
plan is built and readied for implementation at the appropriate
time.
PHASE II: DEVELOPMENT
o Describes in detail, stage limited functional releases of the
software developed by ClientSoft. ClientSoft consultants will
begin the integration of ClientBuilder to the Gainsco system
based on the specifications developed in the application scope
document described in the deliverables to this project.
o Any changes to the application scope will require a written
request detailing the changes requested and any additional costs
if applicable, signed by all parties.
PHASE III: TESTING & ROLLOUT
o Application testing and rollout. After the ClientBuilder
application is integrated with the PDS back-end and the agent
front-end according to the specification of the application scope
document, the application testing and rollout phase will
commence. Phase III represents 25% of the project deliverables.
OUT OF SCOPE WORK
o The fixed-price proposal will specifically identify items
required for successful implementation of this project which are
out of scope and provided for by Gainsco. Failure to provide
these functions could adversely affect this project and Gainsco
holds ClientSoft harmless in that event.
DELIVERABLE: Gainsco Fixed Price Proposal
COMPLETION CRITERIA: This task is complete when the Gainsco
Fixed-Price Proposal has been defined and the phase acceptance form is
signed by the Gainsco Project Manager.
B-4
34
EXCEPTIONS: The pricing for the project is based upon the specific
number of screens identified by Gainsco (up to 50 screens). Additional
screens identified during the scope development or subsequent phases
will require additional effort to document and will increase the price
of the contract and time of delivery.
III. SCHEDULE OF SERVICES
ClientSoft shall begin work at a mutually agreed upon date upon the acceptance
of this Statement of Work.
IV. CLIENTSOFT'S RESPONSIBILITIES
A. ClientSoft will assign a Project Manager, allocate appropriate
resources, and use reasonable efforts to avoid project delay.
B. ClientSoft will perform the Services described in this Statement of
Work for the Project.
C. ClientSoft shall provide at its own cost and expense the following
software. ClientBuilder Software used to collect and document the host
screens.
V. GAINSCO'S RESPONSIBILITIES
A. Gainsco will participate in Project Updates, if any, with ClientSoft
in accordance with the timeframes as set forth in "Schedule 1 to
Exhibit A - Project Update/Communications" annexed hereto.
B. Gainsco will assign a Project Manager, allocate appropriate resources,
and use its reasonable efforts to avoid Project delays.
C. Gainsco shall provide at its own cost and expense the following
Hardware and software:
1. Developer Workstation:
Prior to the start of the project, Gainsco will provide the necessary
developer workstation and network Host connectivity necessary for
completing this project. A minimum developer workstation is a ▇▇▇▇▇,
▇▇▇▇▇ or WinNT computer with 128 megs of Ram and approximately 1.0GB
of free disk space. The workstation must have network access and
terminal emulation to the Host.
VI. KEY ASSUMPTIONS
The following are key assumptions made by ClientSoft of Gainsco and this
project.
1. The application and functions will be documented (scope
document), signed by all parties, and attached to this Agreement
as an appendix prior to application development.
2. ClientSoft and Gainsco will assign a Project Manager, who will be
the primary point of contact between parties prior to the
commencement of this project.
3. Gainsco shall make available to ClientSoft the required hardware
(as defined in Gainsco's Responsibilities) at Gainsco's
additional cost and expense before the contract start date.
4. Gainsco shall make available to ClientSoft the required software
(as defined in Gainsco's Responsibilities) at Gainsco's
additional cost and expense before contract start date.
B-5
35
VII. PAYMENT
The prices to be paid to ClientSoft by Gainsco for the Services provided in
accordance with this Statement of Work are as follows:
1. SCHEDULE OF CHARGES
------------------------------------------------------------------
PROFESSIONAL SERVICES
------------------------------------------------------------------
Scope Development 25,000
------------------------------------------------------------------
PROJECT TOTAL 25,000
------------------------------------------------------------------
2. INVOICING
ClientSoft will invoice Gainsco as follows:
Acceptance of Scope Document and signoff of project: 100%
Additional ClientSoft Professional Services requested by Customer that are not
included in or exceed the scope of this Statement of Work and which are agreed
to by both parties, shall be priced separately based on time and resource
requirements (subject to increase in accordance with Sections 5(b) and 5(c) of
the Agreement):
Customer shall pay ClientSoft's reasonable expenses, which are incurred by
ClientSoft for travel, lodging, meals and cost of materials and equipment (i.e.,
printed materials, etc.).
VIII. CHANGE CONTROL PROCESS
The "Change Control Process" governs changes to the Project scope and
deliverables during the life of the Project. The purpose of this process is to
coordinate and properly document the development, installation and evaluation of
new features and functionality during the Project. The process will apply to new
Project components and to enhancements of existing Project components. The
Change Control Process will be implemented from the start of the Project and
will continue throughout the Project's duration.
A. The Project Manager of the requesting party will submit a written
Change Request to the Project Manager for the other party in the
format identified in "Schedule 2 to Exhibit A - Change Request Form"
annexed hereto.
B. Both ClientSoft and Gainsco will review the proposed Change Request
and either approve it for further study or reject it. The amount and
payment of the costs of further study, if any, will be agreed upon by
both ClientSoft and Gainsco. The results of the study will be used to
determine the effect that the implementation of the Change Request
will have on the Project cost and schedule.
D. Once the parties have evaluated the Change Request, and have agreed to
the change and the terms and conditions for the change, ClientSoft and
Gainsco will complete and sign a "Change Request Evaluation Response
Form" in the format identified in "Schedule 3 to Exhibit A" annexed
hereto and setting forth the change and agreed terms and conditions.
B-6
36
IX. ACCEPTANCE CRITERIA
A Deliverable will be considered accepted when each of the Completion Criteria
has been met (see Project Scope). Gainsco's Project Manager will complete an
acceptance form, in the format of "Schedule 4 to Exhibit A - Deliverable
Acceptance Form" annexed hereto, for each Deliverable and provide such form to
the ClientSoft Project Manager. The Project will be considered accepted when all
of the Completion Criteria have been met. Gainsco's Project Manager will
complete a Project acceptance form, in the format of "Schedule 5 to Exhibit A -
Project Completion and Evaluation Summary" annexed hereto, and provide such form
to the ClientSoft Project Manager.
Agreed and Accepted:
Gainsco, Inc: ClientSoft Inc.
By: By:
-------------------------------- -------------------------------------
Title: Title:
----------------------------- ----------------------------------
Date: Date:
------------------------------ -----------------------------------
B-7
37
SCHEDULE 1 TO EXHIBIT A
PROJECT UPDATE/COMMUNICATIONS
ClientSoft and Gainsco acknowledge that regular communication among and between
the parties is essential to be Project's successful completion. The parties
agree that, in addition to normal, day-to-day communication, Project Updates
will be held:
[ ] Twice Weekly (insert days of week meetings will be held on regularly
[X] Weekly, every (insert day of week for regular update)
[ ] Bi-weekly, every other (insert day of week for regular update)
at 10:00 AM EST ON THURSDAYS (insert start time of regular update)
via_____ on-site meeting held at__________________________(insert location)
[X] teleconference, which will be initiated by ClientSoft (identify party)
The expected duration of each Project Update is estimated to be 1 hour.
Both ClientSoft and Gainsco's Project Managers will determine, and be
responsible for the attendance of, the appropriate participants for each Project
Update.
The ClientSoft Project manager will issue minutes of each Project Update within
two (2) business days of the update. The minutes will include: attendee list,
status of previously opened items, list new items including person(s)
responsible for resolution, and summary of the Project's overall status. Other
items will be added as appropriate.
Other meetings, correspondence, etc. will occur as necessary during the course
of the Project. The regular Project Update is not intended to eliminate or
replace other forms of communication between the parties.
B-8
38
SCHEDULE 2 TO EXHIBIT A
CHANGE REQUEST FORM
GAINSCO SCOPE DEVELOPMENT
Requester Name:
--------------------------------------------
Requester Company Name:
------------------------------------
Date Requested:
--------------------------------------------
Response Requested By:
-------------------------------------
Change Requested:
(Provide a detailed description of the change requested, the area of the
project plan/schedule being modified, and the benefits of making the change.)
Change Request Received:
Gainsco, Inc.: ClientSoft Inc.
Signed: Signed:
------------------------------- -------------------------------
By: By:
----------------------------------- -----------------------------------
Title: Title:
-------------------------------- --------------------------------
Date: Date:
--------------------------------- ---------------------------------
Change Request No.:
-------------------
B-9
39
SCHEDULE 3 TO EXHIBIT A
CHANGE REQUEST
EVALUATION RESPONSE FORM
Change Request No.:
----------------------------------------
Requester Name:
--------------------------------------------
Review Date:
-----------------------------------------------
Request No. has been:
---------
accepted without changes
--------
accepted with modification (see below)
--------
rejected
--------
Modifications to Change Request:
(Insert any changes that are made to the original Change Request. Ensure that,
whether or not modified, the Change Request as accepted identifies, in detail,
the changes to the Project scope, deliverables, schedule and costs.)
Schedule Revision:
(Insert new dates or attach revised project plan/schedule, which show the
impact of the Change Request, if any.)
Cost Revision:
(Define any additional costs to be incurred as a result of proposed changes.
Include in responsible parties, payment due date and any additional
deliverables or modifications to acceptance criteria)
Change Request Agreed and Accepted:
Gainsco, Inc.: ClientSoft Inc.,
By: By:
----------------------------------- -----------------------------------
Title: Title:
-------------------------------- --------------------------------
Date: Date:
--------------------------------- ---------------------------------
B-10
40
SCHEDULE 4 TO EXHIBIT A
DELIVERABLE ACCEPTANCE FORM
Statement of Work Number 99138 - Scope Document Development
Delivery Date:
----------------------------------------------------------------
Service(s) Provided:
----------------------------------------------------------
------------------------------------------------------------------------------
ClientSoft Project Manager:
---------------------------------------------------
===============================================================================
Project Deliverable Acceptance Criteria Completion Date Amount Due
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
===============================================================================
* Identify the appropriate project deliverables from section II Project Scope
which apply to this phase.
ClientSoft has met the milestones identified above and satisfactorily proved
all related deliverables.
Gainsco Corporation:
Accepted By:
------------------------------------------------------------------
Name (print):
-----------------------------------------------------------------
Title:
------------------------------------------------------------------------
Date:
-------------------------------------------------------------------------
B-11
41
SCHEDULE 5 TO EXHIBIT A
PROJECT COMPLETION AND EVALUATION SUMMARY
Project Name: UMBRELLA POLICY SCOPE DEVELOPMENT
Project Description:
To collect requirements and develop a fixed cost project estimate.
Dates of Services:
-----------------------
ClientSoft Project Manager: tbd
Please take a few moments to help us serve you better by answering a few
questions about our Services. Your opinion will help us deliver the service
quality you expect. The information above is needed to compile service specific
statistics.
For each of the following questions, using a 1-7 scale, please rate the level
of satisfaction you have had by checking the appropriate box.
Satisfaction Rating
(1 = extremely dissatisfied, 7 = extremely satisfied, N/A = area does not apply)
1. Professionalism of ClientSoft personnel, who provided Services to you on N/A (1) (2) (3) (4) (5) (6) (7)
this project, (i.e., attitude, interpersonal skills, ethical standards, etc.)?
2. ClientSoft's ability to provide Services when requested? N/A (1) (2) (3) (4) (5) (6) (7)
3. ClientSoft's level of technical knowledge about the Products and Systems N/A (1) (2) (3) (4) (5) (6) (7)
related to your needs?
4. ClientSoft's knowledge of your industry and business environment? N/A (1) (2) (3) (4) (5) (6) (7)
5. ClientSoft's ability to complete the Services you contracted for within the N/A (1) (2) (3) (4) (5) (6) (7)
established time frame?
6. ClientSoft's communication of plans, schedules and progress for the N/A (1) (2) (3) (4) (5) (6) (7)
Service(s) provided?
7. ClientSoft's accessibility and installation support when not on-site? N/A (1) (2) (3) (4) (5) (6) (7)
8. ClientSoft's written documentation (i.e., reports, procedure manuals, custom N/A (1) (2) (3) (4) (5) (6) (7)
program documentation)?
9. ClientSoft's ability to train your personnel as per the Statement of Work? N/A (1) (2) (3) (4) (5) (6) (7)
10. Overall, how do you rate ClientSoft's Services? N/A (1) (2) (3) (4) (5) (6) (7)
B-12
42
What is the most important thing we can do to improve your satisfaction with
ClientSoft in the future?
(PROVIDE AS MUCH INFORMATION AS YOU FEEL APPROPRIATE)
Gainsco Scope Development project is accepted as meeting the Deliverables as
defined in the Statement of Work between ClientSoft and Gainsco, dated October
22, 1999.
Agreed and Signed:
Gainsco, Inc.:
By:
----------------------------
Title:
-------------------------
Date:
--------------------------
B-13