EXHIBIT 6
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into this May 31st, 1999.
BETWEEN: Healthnet USA Inc. with offices at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇. (the "Licensee")
AND
Webcast Systems Inc. with offices at ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
("Webcast")
WHEREAS,
A. Webcast owns rights to Internet E-Community software (the "Software");
B. Webcast wishes to license the Software to other companies;
C. Webcast wishes to provide a complete computer hardware and software
package that the Licensee may use to operate a vertical Internet portal
community;
D. The Licensee wishes to license the Software and make use of Webcast's
computer hardware in order to operate a vertical Internet portal
community;
NOW THEREFORE, in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:
1. GENERAL PROVISIONS
1.1. DEFINITIONS
1.1.1. "Licensed Software" shall mean a licensed data processing program
or micro program consisting of a series or sequence of signals,
or instructions, statements, or fonts stored on any media in
machine readable form, and any related license.
1.1.2. "Customer Information" shall mean all data collected and stored
in respect of customers including, without limiting the
generality of the foregoing, name, address, phone and fax number,
e-mail address, credit card numbers and expiration dates or
information on other types of payments.
1.1.3. "Confidential Information" shall mean material in the possession
of Webcast which is not generally available to or used by others
or the utility or value of which is not generally known or
recognized as standard practice, including, without limitation,
all financial business and personal data relating to Webcast's
clients any non-public information about affiliates,
subsidiaries, consultants and employees of Webcast or it's
affiliates, business and marketing plans, strategies and methods,
studies, charts, plans, tables and compilations of business
industrial information, computer software and computer technology
whether patentable, copyrightable or not, which is acquired or
developed by or on behalf of Webcast or its affiliates from time
to time.
1.2. RIGHT TO AUDIT
1.2.1. The Licensee shall, within reason, have the right, without prior
notice to Webcast to inspect and audit all Webcast's business,
accounting and supporting records which are necessary for
purposes of determining Webcast's compliance with the terms of
this Agreement. Webcast shall fully co-operate with any
independent chartered accountants or certified public accountants
hired by the Licensee to conduct any such inspection or audit. If
any such inspection or audit discloses an under statement of less
than 3% for any period, Webcast shall pay, within ten days after
receipt of the inspection or audit report, the sums due on
account of such understatement with interest calculated at U.S
prime plus one percent. Further, if such inspection or audit is
made necessary by failure of Webcast to furnish invoice reports
or any other documentation as herein required, or if an
understatement for any period is determined by such inspection or
audit to be 3% or greater, Webcast shall, on demand and in any
event within the said ten days, in addition to paying the sums
due on account of such understatement, also reimburse for the
cost of such inspection or audit, including without limitation,
the charges of any independent chartered accountants or certified
public accountants retained by the Licensee in connection with
such audit or inspection and the reasonable travel expenses,
room, board and compensation of employees of the Licensee.
1.2.2. The Licensee's right to audit records shall only extend to
records that date back no more than two of Webcast's fiscal years
prior to the date Webcast receives notice of an impending audit.
1.3. INDEMNIFICATION
1.3.1. The Licensee acknowledges and agrees that neither Webcast nor any
of its members, shareholders, directors, officers, employees or
representatives (the "Indemnified Parties") will be liable to the
Licensee or any of the Licensee's customers for any special,
indirect, consequential, punitive or exemplary damages, or
damages for loss of profits or savings, in connection with this
Agreement, the services or the Hardware or any other information,
material or services provided by Webcast to the Licensee under
this Agreement.
1.4. DISRUPTIONS
1.4.1. The Licensee acknowledges that from time to time, as a result of
Hardware failure, supplier failures, or acts of god, the services
provided under this Agreement by Webcast can be temporarily
disrupted. The Licensee acknowledges and agrees that neither
Webcast nor any of its members, shareholders, directors,
officers, employees or representatives will be liable to the
Licensee or any of the Licensees customers for any specific,
indirect, consequential, punitive or exemplary damages, or
damages for loss of profits or savings, in connection with these
temporary disruptions. For the purpose of this section, if the
services provided under this Agreement by Webcast are temporarily
disrupted for a period of seven days or more, the minimum monthly
fees as calculated in section l.7.2 shall be reduced on a pro
rata basis.
1.5. CONDITIONS OF LICENSE
This license is granted under the following conditions:
1.5.1. The Licensee acknowledges that its rights in and to the Licensed
Software may not be assigned, licensed or otherwise transferred
by operation of law without the prior written consent of Webcast,
unless such transfer is to any corporation which controls, is
controlled by or is under common control with the Licensee.
Violation of this section is grounds for immediate termination of
this Agreement.
1.5.2. Copyright and other proprietary rights of Webcast protect the
Licensed Software. The Licensee may be held directly responsible
for acts relating to the Licensed Software which are not
authorized by this Agreement.
1.5.3. All right, title and interest in and to the Licensed Software,
and any copies thereof, and all documentation, code and logic,
which describes and/or comprises the Licensed Software remains
the sole property of Webcast.
1.5.4. Webcast shall not be responsible for failure of performance of
this Agreement due to causes beyond its control, including, but
not limited to, work stoppages, fires, civil disobedience, riots,
rebellions, acts of God, and similar occurrences.
1.5.5. The Licensee acknowledges that this is an exclusive Agreement in
the consumer health vertical market, and that Webcast will
license the Licensed Software to as many other parties in other
vertical markets, as are willing to enter into a licensing
agreement with Webcast.
1.5.6. The Licensee shall be responsible for ensuring that it is
operating the Licensed Software in compliance with any and all
applicable state, provincial, national, and international laws.
1.5.7. The Licensee has the right to host the Licensed Software with an
alternative hosting service. The Licensee must give Webcast 60
days notice of its intent to use alternative hosting services.
1.6. TERM AND TERMINATION
1.6.1. This Agreement shall commence and be deemed effective on the date
when fully executed (the "Date"). This Agreement is in effect for
a period of one year (the "Term") and shall be automatically
renewed indefinitely with additional one year terms unless the
Licensee gives written notice of termination of this Agreement at
least 45 days prior to the end of any one year period.
1.6.2. Webcast may terminate this Agreement at any time upon 30 days
notice if the Licensee is more than 30 days in arrears in paying
any material monthly fees due and owing to Webcast. The Licensee
shall be allowed to cure the breach during the notice period,
thus pre-empting Webcast's ability to terminate this Agreement in
accordance with this section. The arrears contemplated in this
section must be of a material amount for the rights conferred in
this section to be used by Webcast. For the purposes of this
section, material shall mean anything greater than 5% of the
previous month's fees.
1.6.3. Webcast may terminate this Agreement at any time upon 5 days
notice if the Licensee becomes bankrupt or insolvent or ceases
carrying on business for any reason.
1.6.4. Webcast may terminate this Agreement at any time upon 30 days
notice if Webcast, or any of its principals, officers or
directors becomes the subject of third party civil or criminal
litigation as a result of the Licensee's operations under this
Agreement. The litigation contemplated herein must be material
and found to be of a serious nature by independent legal counsel.
1.6.5. The Licensee may terminate this Agreement at any time upon five
days notice if Webcast becomes bankrupt or insolvent or ceases
carrying on business for any reason.
1.6.6. The Licensee may, inter alia, terminate this Agreement at any
time upon five days notice if Webcast is materially in breach of
this Agreement for more than 30 days. Webcast shall be allowed to
cure the breach during the notice period, thus pre-empting the
Licensee's ability to terminate this Agreement in accordance with
this section.
1.6.7. Upon termination of this Agreement, the Licensee shall
immediately return to Webcast any and all of Webcast's materials
in which Webcast has a proprietary right in that are in the
Licensee's possession and/or in the possession of the Licensee's
agents, servants and employees.
1.6.8. Upon termination of this Agreement, all Customer Information
shall be given to the Licensee and Webcast shall not make use of
or disclose any Customer Information to any third party.
1.7. REMUNERATION
1.7.1. The Licensee shall pay to Webcast a onetime license fee of
$100,000 U.S. for the License to use the Software and setup of
the E-Community architecture and site. This payment shall be paid
in accordance with Schedule A.
1.7.2. Notwithstanding any amount due and owing in accordance with
Schedule A of this Agreement, the Licensee shall pay to Webcast a
minimum of $5,000 per month for server hosting of the Licensee's
E-Community website. This payment shall be paid in accordance
with Schedule B.
1.8. CONFIDENTIALITY
1.8.1. The Licensee shall not disclose, publish, or disseminate
Confidential Information to anyone other than those of its
employees or others with a need to know, and the Licensee agrees
to take reasonable precautions to prevent any unauthorized use,
disclosure, publication, or dissemination of Confidential
Information. The Licensee agrees not to use Confidential
Information otherwise for its own or any third party's benefit
without the prior written approval of an authorized
representative of Webcast in each instance.
1.8.2. Webcast shall not disclose, publish, or disseminate Customer
Information to anyone other than those of its employees with a
need to know, and Webcast agrees to take reasonable precautions
to prevent any unauthorized use, disclosure, publication, or
dissemination of Customer Information. Webcast agrees not to use
Customer Information otherwise for its own or any third party's
benefit without the prior written approval of an authorized
representative of the Licensee in each instance.
1.8.3. All Confidential Information and any derivatives thereof whether
created by Webcast remains the property of Webcast and no license
or other rights to Confidential Information is granted or implied
hereby. For purposes of this Agreement, "derivatives" shall mean:
(a) for copyrightable or copyrighted material, any translation,
abridgement, revision or other form in which an existing work may
be recast, transformed or adapted; (b) for patentable or patented
material, any improvement thereon; and (c) for material which is
protected by trade secret, any new material derived from such
existing trade secret material, including new material which may
be protected by copyright, patent and/or trade secret.
1.8.4. Notwithstanding anything in this Section 1.8, Webcast shall be
allowed to use Customer information for the purpose of fulfilling
its reporting obligations as a public company. Webcast shall also
be allowed to use Customer Information in a statistical form so
long as it does not identify individuals or specific companies.
1.8.5. The Licensee shall not disclose the contents of this Agreement to
any third party who is not bound to maintain confidentiality
between the parties. The Licensee acknowledges that disclosure of
the terms of this Agreement to third parties would cause
considerable damage to Webcast.
2. OBLIGATIONS OF WEBCAST
2.1. HARDWARE (If Licensed Software is hosted by Webcast)
2.1.1. Webcast shall supply the Hardware as defined in Schedule B.
2.1.2. Webcast shall maintain the Hardware and pay all costs for
maintaining and/or upgrading the Hardware
2.1.3. Webcast shall supply the office space required to house the
Hardware at no cost to the Licensee.
2.1.4. The Hardware shall, at all times, remain the property of Webcast.
2.1.5. Webcast shall supply an appropriate connection to the Internet
with sufficient bandwidth to properly operate the Licensed
Software. The Licensee shall pay for all bandwidth associated
with customers of the Licensee's E-Community Internet site.
Bandwidth shall be charged to the Licensee at market rates.
2.1.6. Webcast shall maintain a redundant server hardware configuration.
2.1.7. Webcast shall make all reasonable efforts to repair and correct
any problems arising under Webcast's areas of responsibility that
may arise from time to time which would cause it to be unable to
perform its' obligations under this Agreement (see section
1.5.4).
2.1.8. Webcast shall notify the Licensee of any problems that may arise
from time to time and shall keep the Licensee apprised of any
efforts undertaken to rectify the problem.
2.2. THE LICENSED SOFTWARE
2.2.1. Webcast shall install the Licensed Software on the Hardware.
2.2.2. Webcast shall allow all of the Licensee's customers and all
persons who seek to be Licensee's customers Internet access to
the Licensed Software.
2.2.3. Webcast may from time to time, at its discretion, create
additional E-Community Utilities which can be added to the
Licensed Software. If additional E-Community Utilities become
available the Licensee may request to have the additional
Utilities added to the Licensed Software at an additional license
and setup cost.
2.2.4. Notwithstanding anything stated in this section 2.2, any changes
requested by the Licensee to be made to the graphics portion of
the Licensed Software shall be charged to the Licensee at market
rates or supplied by the Licensee, whichever the Licensee
prefers.
2.2.5. Webcast shall only be required to provide the Licensed Software
in the English language only.
2.2.6. Webcast will provide all upgrades of the Licensed Software that
do not require changes to the graphical interface, at no charge
to the Licensee.
2.2.7. All upgrades are to be made available to the Licensee within 30
days of the completion of testing.
2.3. TECHNICAL SUPPORT
2.3.1. Webcast shall supply 24 hour technical support to the Licensee
only.
2.3.2. Webcast shall make the technical support available via the
Internet and via telephone lines.
2.4. ACCOUNTING (TRANSACTION AND HOSTING COSTS)
2.4.1. The Licensee shall pay a flat fee of $100.00 US plus all
reasonable hourly administration fees and disbursements,
including printing, photocopy and shipping costs, each time
accounting information is requested. Administration fees shall be
paid out at market prices. No fees are payable for regular
accounting information provided to the Licensee for the purpose
of calculating Net Revenue.
2.4.2. Webcast shall supply a complete accounting record, as defined by
Webcast and the Licensee from time to time, of the previous
month's activity relating to the Licensed Software within ten
working days of the end of each month. The accounting records
shall be delivered either by facsimile or by e-mail.
2.4.3. Webcast shall have the right to utilize the accounting
information for statistical and reporting purposes provided
specific information about the Licensee is not disclosed
2.4.4. Webcast shall archive and maintain the accounting information for
a period of 2 fiscal years.
2.5. CUSTOMER DATA
2.5.1. Webcast shall maintain a database containing the Customer
Information.
2.5.2. The Customer Information shall remain the property of the
Licensee.
2.5.3. Webcast shall provide daily interim Customer Information reports,
as defined by jointly by Webcast and the Licensee from time to
time.
2.5.4. The Licensee shall pay a flat fee of $100.00 US plus reasonable
hourly administration fees and disbursements including printing,
photocopy and shipping costs, each time additional Customer
Information is requested. Administration fees shall be paid out
at market prices.
2.5.5. Webcast shall archive and maintain the Customer Information for a
period of two years.
2.5.6. Webcast, in its discretion, may destroy any portion of the
Customer Information that Webcast deems to be no longer relevant.
2.5.7. The Licensee shall be given thirty days written notice prior to
the destruction of any Customer Information. The Licensee may
choose to archive information about to be destroyed, at its own
facility's.
3. OBLIGATIONS OF THE LICENSEE
3.1. MERCHANT NUMBERS
3.1.1. The Licensee shall be responsible for obtaining and maintaining
appropriate merchant numbers for the processing of Visa, Master
Card, American Express Card and any other credit card or payment
mechanism the Licensee may wish to use in connection with the
Licensed Software.
3.2. MARKETING
3.2.1. The Licensee shall be responsible for all marketing of the
services offered through the Licensed Software.
3.2.2. The Licensee shall be responsible for all aspects of customer
service, including but not limited to dealing with customer
complaints.
3.3. THE WEB SITE
3.3.1. The Licensee shall pay for any and all Uniform Resource Locators
("URLs") that the Licensee deems necessary to properly market the
Licensed Software.
3.3.2. The Licensee shall have the right to add as many URL's that are
dedicated solely to the promotion of the Licensee's site as the
Licensee deems necessary.
3.3.3. The Licensee shall have the right to make any changes to the
websites the Licensee feels appropriate. All changes that are
effected by Webcast will be charged to the Licensee at market
rates.
3.3.4. If requested, Webcast shall construct and maintain any and all
additional websites the Licensee deems necessary for the
marketing of the Licensed Software. All work done to build
additional websites shall be charged to the Licensee at market
rates.
3.3.5. Webcast shall not in any way be responsible for the design of the
websites utilized by the Licensee, unless the Licensee contracts
Webcast to do so.
3.3.6. The Licensee shall include in their Terms and Conditions for the
Licensed Software the Terms and Conditions as attached as
Schedule C that are recommended by Webcast. The Licensee may
embellish or add to these Terms and Conditions. If the Licensee
does not implement the minimum required Terms and Conditions, in
so far as the Terms and Conditions would have protected the
Licensee, Webcast shall not be responsible to the Licensee,
notwithstanding anything in this Agreement.
4. STANDARD CLAUSES
4.1. NOTICES
Unless otherwise provided in this Agreement, any notice provided for under
this Agreement shall be in writing and shall be sufficiently given if
delivered personally, or if transmitted by facsimile with an original
signed copy delivered personally within twenty-four hours thereafter, or
mailed by prepaid registered post addressed to Webcast at its respective
addresses set forth below or at such other than current address as is
specified by notice.
To Webcast: ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Attention: ▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To the Licensee: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
4.2. ENTIRE AGREEMENT AND SCHEDULES
The parties agree that this Agreement and its Schedules constitute the
complete and exclusive statement of the terms and conditions between the
Licensee and Webcast covering the performance hereof and cannot be altered,
amended or modified except in writing and executed by an authorized
representative of each party. The Licensee further agrees that any terms
and conditions of any purchaser order or other instrument issued by the
Licensee in connection with this Agreement which are in addition to or
inconsistent with the terms and conditions of this Agreement shall not be
binding on Webcast and shall not apply to this Agreement.
4.3. GOVERNING LAW AND ARBITRATION
This Agreement and all Schedules shall be governed by and construed in
accordance with the laws of the Country of Canada and the Licensee hereby
attorns to the jurisdiction of the courts of British Columbia
notwithstanding any other provision expressed or implied in either the
Agreement or the Schedules.
Any dispute in connection with this Agreement shall be settled by
arbitration in accordance with the Arbitration Act of British Columbia,
however, should any dispute arise under this Agreement, the parties shall
endeavor to settle such dispute amicably between themselves. In the event
that the parties fail to agree upon an amicable solution, such dispute
shall be finally determined by arbitration as aforesaid.
4.4. GOOD FAITH
The parties acknowledge to one another that each respectively intends to
perform its obligations as specified in this Agreement in good faith.
4.5. PARTIES TO ACT REASONABLY
The parties agree to act reasonably in exercising any discretion, judgment,
approval or extension of time that may be required to effect the purpose
and intent of this Agreement. Whenever the approval or consent of a party
is required under this Agreement such consent shall not be unreasonably
withheld or delayed.
4.6. TIME TO BE OF THE ESSENCE
Time is of the essence.
4.7. NUMBER AND GENDER
In this Agreement the use of the singular number includes the plural and
vice versa the use of any gender includes all genders, and the word
"person" includes an individual, a trust, a partnership, a body corporate
and politic, an association and any other incorporated or unincorporated
organization or entity.
4.8. CAPTIONS
Captions or descriptive words at the commencement of the various sections
are inserted only for convenience and are in no way to be construed as a
part of this Agreement or as a limitation upon the scope of the particular
section to which they refer.
4.9. NON-ASSIGNABILITY
This Agreement is personal to the Licensee, except as provided in 4.11 and
the Licensee may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent from Webcast.
4.10. BENEFIT
This Agreement shall ensure to the benefit of and be binding upon the
Licensee, its successors and assigns. The Licensee may delegate the
performance of any of its obligations hereunder to any corporation which
controls, is controlled by or is under common control with the Licensee.
4.11. WAIVER
No condoning, excusing or waiver by any party hereto of any default, breach
of non-observance by any other party hereto, at any time or times with
respect to any covenants or conditions herein contained shall operate as a
waiver of that party's rights hereunder with respect to any continuing or
subsequent default, breach or nonobservance7 and no waiver shall be
inferred from or implied by any failure to exercise any rights by the party
having those rights.
4.12. FURTHER ASSURANCE
Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and
other things as may be necessary to implement and carry out the intent of
this Agreement.
4.13. CUMULATIVE RIGHTS
All rights and remedies of Webcast are cumulative and are in addition to
and shall not be deemed to exclude any other rights or remedies allowed by
law except as specifically limited hereby. All rights and remedies may be
exercised concurrently.
4.14. PRIOR AGREEMENTS
Except as specifically provided for herein this Agreement, including its
schedules, contains all of the terms agreed upon by the parties with
respect to the subject matter herein and supersedes all prior agreements
arrangements and understandings with respect thereto, whether oral or
written.
4.15. SEVERABILITY
If any part of this Agreement is unenforceable because of any rule of law
or public policy, such unenforceable provision shall be severed from this
Agreement, and this severance shall not affect the remainder of this
Agreement.
4.16. NO PARTNERSHIP
Notwithstanding anything in this Agreement, no part of this Agreement, nor
the Agreement as a whole shall be construed as creating a partnership or
agency relationship between the parties. If any part of this Agreement
should be construed as forming a partnership or agency relationship, that
part shall be amended such that no partnership or agency relationship is
created but that part achieves what it was originally intended to achieve.
4.17. DOLLAR AMOUNTS
All references to money or specific dollar amounts in this Agreement are in
United States Dollars.
IN WITNESS WHEREOF the parties have executed this Agreement on the date first
written above.
WEBCAST SYSTEMS INC.
/S/ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Per: /S/ "▇▇▇▇ ▇▇▇▇▇▇"
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Witness
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Witness
The Licensee: HEALTHNET USA INC.
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Witness
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Witness
SCHEDULE A
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Consulting $100,000
Webcast will assist the Licensee in defining the functional
specification of their vertical Internet community portal, revenue
model opportunities, management of website design and interface, and
project management. Webcast will also assist in the development of
strategic partnership opportunities.
The Licensee agrees to pay Webcast fees according to the following:
Software License Fee (one time payable)
Setup Fee (up front) $25,000
4 monthly payments $18,750
Total Software License Fee $100,000
Customization
All customization to the software that is requested by the Licensee
will be charged out at current market rates.
SCHEDULE OF MARKET RATES
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The Market rates as set out in this schedule and referred to in this Agreement
are subject to change without notice to the Licensee.
3D graphics and animation: $125.00 per hour
Graphic design: $75.00 per hour
Programming: $125.00 per hour
Quality Assurance and testing: $40.00 per hour
SCHEDULE B
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SERVER HOSTING CONFIGURATION AND COSTS
The cost for hosting the Licensed Software is determined by the following
formula with a minimum cost of $5,000 per month.
A. PER MEMBER PER YEAR HOSTING COST - of $3.60 per member per year
($0.30 per member per month) for the first 50,000 members, $3.00 per
member per year ($0.25 per month) up to 100,000 members, and $2.40 per
member per year ($0.20 per member per month) over 100,000 members. This
base costing includes 5MB of storage and 5MB of bandwidth usage per
member per month, plus their usage of all the member account utilities.
ADDITIONAL MEMBER STORAGE - Additional member storage and bandwidth are
available and can be offered to members separately or in conjunction with
membership packages.
UPGRADE PACKAGE 1: 20MB of storage and 20MB of upload/download bandwidth per
month will be offered to members at a minimum cost of $12.00 per year.
UPGRADE PACKAGE 2: 40MB of storage and 40MB of upload/download bandwidth per
month will be offered to members at a minimum cost of $20.00 per year.
Healthnet would receive 20% of all upgrade fees and there would be not be a per
member fee for all members who purchase upgrade storage packages.
OVERALL SITE USAGE ( independent of members ) - 50 GB of bandwidth per month, 20
GB of storage and hosting in our 7 X 24 webcasting facility are included in the
above hosting fee. Additional bandwidth would be charged at $250 per 20 GB per
month.
HARDWARE CONFIGURATION
The Webcast Systems e-Community Management and Development Platform (CMDP)
provides a fully scalable system architecture. It is efficient enough to be run
from a single server handling 100s of members a day or it can be scaled to a
multiple server configuration meeting the needs of millions of visitors.
e-Communities and their members require AVAILABILITY, PERFORMANCE and
SCALABILITY, throughout the life cycle of the e-community. This is no simple
matter since today's e-communities and their members require powerful utilities
and services including dynamic content and e-commerce, not just the static web
pages of the past.
The CMDP architecture uses accepted industry standards and is not dependant upon
any certain manufacture's hardware or software technology to accomplish this
goal. Instead it combines the best design principles and technologies available
to meet the growing demands and needs for the content and activities of each
e-community. Making sure the community is always available to the members, with
a level of performance that exceeds their expectations.
INCLUDES:
LOAD BALANCED WEB APPLICATION SERVERS: Windows NT Server Enterprise Edition
running Microsoft Internet Information Server
CLUSTERED SQL SERVERS: Windows NT Server Enterprise Edition running Microsoft
SQL database and attached via SCSI to RAID.
CLUSTERED RAID FILE SERVER (storage array will be converted to a fiber channel
storage solution in 1999)
[GRAPHIC OF NETWORK ARCHITECTURE HERE]
SCHEDULE C
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