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EXHIBIT 10.9
SELECTICA, INC.
MAJOR ACCOUNT LICENSE AGREEMENT
This Agreement, dated as of June 24, 1999 (the "Effective Date"), is
made and entered into by and between Selectica, Inc. "2890 Zanker Road, ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("SELECTICA"), and Fireman's Fund Insurance
Company, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("Customer"). SELECTICA and
Customer agree as follows:
SECTION 1. DEFINITIONS
Whenever used in this Agreement, the following terms will have the
following specified meanings:
1.1 "DOCUMENTATION" means the documentation specified in Exhibit A
attached hereto and licensed to Customer hereunder, together with any and all
new releases, corrections and updates furnished by SELECTICA to Customer under
this Agreement.
1.2 "SOFTWARE" means the computer software specified in Exhibit A
attached hereto, in object code form, together with any and all Upgrades
furnished by SELECTICA to Customer under this Agreement.
1.3 "UPGRADES" means all releases, updates and corrections of the
Software licensed to Customer hereunder, in object code form, which are
published and generally made commercially available by SELECTICA to its
licensees of the Software with a change in the integer, tenths or hundredths
digit of the version number (e.g., a change form version x.xx to y.xx or x.yx or
x.xy). Upgrades shall not include any release, update or correction that has
been customized by SELECTICA for use by any particular licensee of the Software
or which is made by SELECTICA solely to adopt or reflect the trade dress of any
third party.
SECTION 2. SOFTWARE DELIVERY AND LICENSE
2.1 DELIVERABLES. Upon execution of this Agreement, SELECTICA shall
deliver to Customer one reproducible master copy of the Software licensed
hereunder to Customer, in object code form, and one copy of the Documentation.
2.2 GRANT. SELECTICA hereby grants Customer a nonexclusive,
nontransferable license to:
(a) Install and use the Software ordered by Customer hereunder
for internal processing requirements of Customer on the number of Customer's
servers and/or users then authorized under this Agreement. The number of servers
and/or users
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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initially authorized hereunder is set forth in Exhibit A. Customer may increase
the number of authorized servers and/or users from time to time in unit
quantities and upon payment to SELECTICA of the applicable amount as set forth
in Exhibit B.
(b) Reproduce the Documentation for the Software ordered by
Customer hereunder and/or incorporate all or any portion of the Documentation in
training materials prepared by the Customer, in each case solely for the use of
the Customer and provided that the copyright notices and other proprietary
rights legends of SELECTICA are included on each copy of the Documentation and
such materials.
(c) Reproduce and make one copy of the Software for archival and
backup purposes.
2.3 RESTRICTIONS. Customer shall use the Software and Documentation only
for the purposes specified in section 2.2 and in accordance with the following:
(a) Customer shall not modify or prepare derivative works of the
Software or Documentation except as expressly permitted in Section 2.2;
(b) Customer shall not reverse engineer, disassemble or decompose
the Software, except to the extent that such acts may not be prohibited under
applicable law;
(c) Customer shall not remove, obscure, or alter any notice of
patent, copyright, trade secret, trademark, or other proprietary rights notices
present on any Software Documentation;
(d) Customer shall not sublicense, sell, lend, rent, lease, or
otherwise transfer all or any portion of the Software or the Documentation to
any third party except as may be permitted in Section 9.4 hereof; and
(e) Customer shall not use the Software or the Documentation to
provide services to third parties, or otherwise use the same on a "service
business" basis.
2.4 COMPLIANCE WITH LAWS. SELECTICA and Customer shall each comply with
all applicable laws, regulations, rules, orders and other requirements, now or
hereafter in effect, of any applicable governmental authority, in their
performance of this Agreement. Without limiting the generality of the foregoing,
Customer will comply with all export laws and regulations of the United States
in dealing with the Software including its export and use of the Software
outside the United States.
2.5 PROPRIETARY RIGHTS. The Software Documentation contains valuable
patent, copyright, trade secret, trademark and other proprietary rights of
SELECTICA. Except for the license granted under Section 2.2, SELECTICA reserves
all rights to the Software and Documentation. No title to or ownership of any
Software or proprietary
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rights related to the Software or Documentation is transferred to Customer under
this Agreement.
2.6 PROTECTION AGAINST UNAUTHORIZED USE. Customer shall promptly notify
SELECTICA of any unauthorized use of the Software or Documentation which comes
to Customer's attention. In the event of any unauthorized use by any of
Customer's employees, agents or representatives, Customer shall use its best
efforts to terminate such unauthorized use and to retrieve any copy of the
Software or Documentation in the possession or control of the person or entity
engaging in such unauthorized use. SELECTICA may, at its option and expense,
participate in any such proceeding and, in such an event, Customer shall provide
such authority, information and assistance related to such proceeding as
SELECTICA may reasonably request.
2.7 RECORDS. Customer shall ensure that each copy it makes of all or any
portion of the Software or the Documentation includes the notice of copyright or
other proprietary rights legends appearing in or on the Software or the
Documentation delivered to Customer by SELECTICA; shall keep accurate records of
the reproduction and location of each copy; and upon request of SELECTICA, shall
provide SELECTICA with complete access to such records and to Customer
facilities, computers and the Software and Documentation for the purpose of
auditing and verifying Customer's compliance with this Agreement.
SECTION 3. SUPPORT SERVICES, TRAINING AND MAINTENANCE
3.1 SUPPORT SERVICES AND TRAINING. Provided Customer has paid SELECTICA
the applicable maintenance fee specified in Exhibit B, SELECTICA will provide
Customer with the maintenance services and training set forth below. SELECTICA
reserves the right to change or discontinue from time to time all or any part of
the services or systems described below
(a) Telephone/Fax Support. For a period of one (1) year after the
date of this Agreement, SELECTICA will provide Customer with telephone support
during the hours of 6 a.m. to 5 p.m. (PST), Monday through Friday, excluding
holidays observed by SELECTICA. SELECTICA will provide after-hours answering
service to record inquiries from Customer and SELECTICA will use reasonable
commercial efforts to respond to any such inquiries within one (1) business day
of receipt. Customer will ensure that only person(s) properly trained in the
operation and usage of the Software and designated by SELECTICA as a contact in
accordance with paragraph 3.1(c) below will utilize such telephone support.
SELECTICA will provide such telephone assistance relation to the (i)
installation and operational use of the Software; (ii) identification and
verification of the causes of suspected errors or malfunctions in the Software;
and (iii) providing of detours for identified Software errors or malfunctions,
where reasonably available to SELECTICA. Further, upon request by SELECTICA,
Customer will allow SELECTICA to perform on-line diagnostics of the Software.
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(b) Internet Access. SELECTICA shall furnish Customer with access
to (i) SELECTICA's homepage on which SELECTICA will from time to time publish
information regarding any then existing defects and other problems related to
the Software and detours then discovered, together with information about future
Software enhancements and related SELECTICA products and (ii) SELECTICA's
electronic mail system by which Customer may send questions to SELECTICA about
software. SELECTICA will use reasonable efforts to respond to such inquiries
within one (1) business day of receipt. Customer shall be responsible for
procuring at its expense all hardware (including modem) and software necessary
to access SELECTICA's electronic mail system and for paying all telephone and
other charges incurred by Customer in connection with the use of such system.
(c) Training Services. SELECTICA will authorize a maximum of two
Customer employees to contact SELECTICA for telephone and/or fax Support. Each
contact must have completed SELECTICA's Training Course ("Training Course"), and
will be designated as either the primary or backup contact.
3.2 MAINTENANCE. Provided Customer has paid SELECTICA the applicable
maintenance fee specified in Exhibit B, SELECTICA will furnish to Customer
within a reasonable time after publication, one (1) copy of all Upgrades.
3.3 OTHER SERVICES. SELECTICA will furnish to Customer the Software
customization and/or additional maintenance services and/or training identified
in Exhibit C, if any, on the terms and conditions specified therein.
SECTION 4. COMPENSATION
4.1 LICENSE FEE. Customer will pay SELECTICA the Software license fee
specified in Exhibit B.
4.2 MAINTENANCE FEE. In consideration for SELECTICA's services set forth
in Section 3.1 and 3.2, Customer agrees to pay SELECTICA the maintenance fee in
the amount and in accordance with the terms of Exhibit B for the first twelve
(12) month period commencing on the Effective Date. Customer may renew the
services described in Section 3.1 and 3.2 thereafter on an annual basis by
payment of the maintenance fee before the beginning of each new twelve (12)
month period. SELECTICA reserves the right to change the maintenance fee from
time to time after the end of the first twelve (12) month period after the
Effective Date. SELECTICA shall give Customer at least sixty (60) days prior
written notice of any such change. SELECTICA reserves the right to charge
Customer a reinstatement fee to resume such maintenance services if Customer has
not continuously maintained such services in effect in accordance with the terms
of this Section 4.2.
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4.3 PAYMENT. All fees, charges and other sums payable to SELECTICA under
this Agreement will be due and payable on the dates specified in Exhibit B, or
within thirty (30) days after invoice date if no date is specified in Exhibit B.
All monetary amounts are specified and shall be paid in the lawful currency of
the United States of America. Customer shall pay all amounts due under this
Agreement to SELECTICA at the address set forth herein or such other location as
SELECTICA designates in writing. Any amount not paid when due will bear interest
at the rate of one and one half percent (1.5%) per month or, the maximum rate
permitted by law, whichever is less, determined and compounded on a daily basis
from the date due until the date paid. All fees, charges and other sums payable
to SELECTICA under this Agreement do not include any sales, use, excise or other
applicable taxes, tariffs or duties (excluding any applicable federal and state
taxes based on SELECTICA's net income), payment of which shall be the sole
responsibility of Customer.
SECTION 5. TERM AND TERMINATION
5.1 TERM. The term of this Agreement and the license set forth in
Section 2.2 shall commence on the Effective Date and shall end upon the
termination of this Agreement pursuant to Section 5.2 or 5.3.
5.2 TERMINATION BY CUSTOMER. Customer may terminate this Agreement and
the license by returning to SELECTICA all copies of the Software and the
documentation in its possession or control, or providing written notice
certifying destruction of such, subject to verification of the same by SELECTICA
to SELECTICA's satisfaction in its sole discretion. Such termination shall not
relieve Customer of any of its outstanding financial obligations to SELECTICA.
5.3 TERMINATION BY SELECTICA. If Customer defaults in the performance of
or compliance with any of its obligations under this Agreement, and such default
has not been remedied or cured within thirty (30) days after SELECTICA gives
Customer written notice specifying the default or, if the nature of the default
is such that more than thirty (30) days are required for the cure thereof, and
Customer fails to commence its effort to cure such breach or default within such
thirty (30) days and to diligently prosecute the same to completion thereafter
to SELECTICA's satisfaction in its sole discretion, SELECTICA may terminate this
Agreement and the license, in addition to its other rights and remedies under
law.
5.4 POST TERMINATION. Upon termination of this Agreement, Customer shall
promptly cease the use of the Software and Documentation and destroy (and in
writing certify such destruction) or return to SELECTICA all copies of the
Software and Documentation then in Customer's possession or control.
5.5 SURVIVAL. Sections 2.5, 4, 5.4, 7, 8 and 9 shall survive the
termination of this Agreement.
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SECTION 6. WARRANTIES AND REMEDIES
6.1 PERFORMANCE WARRANTY AND REMEDY. SELECTICA warrants to Customer that
when operated in accordance with the Documentation and other instructions
provided by SELECTICA, the Software will perform substantially in accordance
with the functional specifications set forth in the Documentation for a period
of ninety (90) days after delivery of the Software to the Customer. If the
Software fails to comply with the warranty set forth in this Section 6.1,
SELECTICA will use reasonable commercial efforts to correct the noncompliance
provided that: Customer notifies SELECTICA of the noncompliance within (90)
ninety days after delivery of the Software to the Customer, and SELECTICA is
able to reproduce the noncompliance as communicated by Customer to SELECTICA. If
after the expenditure of reasonable efforts, SELECTICA is unable to correct any
such noncompliance, SELECTICA may refund to Customer all or an equitable portion
of the license fee paid by Customer to SELECTICA for such Software in full
satisfaction of Customer's claims relating to such noncompliance upon Customer's
return of said Software.
6.2 WARRANTY LIMITATIONS. The warranties set forth in Section 6.1 apply
only to the latest release of the Software made available by SELECTICA to
Customer. Such warranties do not apply to any noncompliance of the software
resulting from misuse, casualty loss, use or combination of the Software with
any products, goods, services or other items furnished by anyone other than
SELECTICA, any modification not made by or for SELECTICA, or any use of the
Software by Customer in contradiction of the terms of this Agreement.
SECTION 7. INTELLECTUAL PROPERTY RIGHTS INDEMNITY
SELECTICA agrees, at its own expense, to defend or, at its opinion, to
settle, any claim or action brought against Customer on the issue of
infringement of any United States copyright or trade secret of any third party
by the Software as used within the scope of this Agreement, and to pay all
damages and costs, including reasonable legal fees, which may be assessed
against Customer under any such claim or action. SELECTICA shall be released
from the foregoing obligation unless Customer provides SELECTICA with (i)
written notice within fifteen (15) days of the date Customer first becomes aware
of such a claim or action, or possibility thereof; (ii) sole control and
authority over the defense or settlement thereof; and (iii) proper and full
information and assistance to settle and/or defend any such claim or action.
Without limiting the forgoing, if a final injunction is, or SELECTICA believes,
in its sole discretion, is likely to be, entered prohibiting the use of the
Software by Customer as contemplated herein, SELECTICA will, at its sole option
and expense, either (a) procure for Customer the right to use the infringing
Software as provided herein or (b) replace the infringing Software with
noninfringing, functionally equivalent products, or (c) suitably modify the
infringing Software so that it is not infringing; or (d) in the event (a), (b)
and (c) are not
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commercially reasonable, terminate the license, accept return of the infringing
Software and refund to Customer an equitable portion of the license fee paid
therefor. Except as specified above, SELECTICA will not be liable for any costs
or expenses incurred without its prior written authorization. Notwithstanding
the foregoing, SELECTICA assumes no liability for infringement claims arising
from (i) combination of the Software with the other products not provided by
SELECTICA, but not covering the Software alone, or (ii) any modifications to the
Software unless such modification was made by SELECTICA. THE FOREGOING
PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF
SELECTICA AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR
ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER
INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE.
SECTION 8. DISCLAIMER WARRANTY AND LIMITATION OF LIABILITY
8.1 DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN SECTION 6.1,
SELECTICA MAKES NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING
OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION OR ANY MATERIALS OR SERVICES
FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. SELECTICA SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSES, AND SATISFACTORY QUALITY WITH RESPECT TO THE SOFTWARE, DOCUMENTATION
AND ANY OTHER MATERIALS AND SERVICES PROVIDED BY SELECTICA HEREUNDER, AND WITH
RESPECT TO THE USE OF THE FORGOING.
8.2 LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN SECTION 7, IN NO
EVENT WILL SELECTICA BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, LOSS OF DATA, COST TO RECOVER, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING
OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE, DOCUMENTATION OR ANY
MATERIALS OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF
CONTRACT OR TORTUOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SELECTICA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SELECTICA WILL NOT BE
LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN THE DELIVERY OR FURNISHING OF THE
SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS OR SERVICES. SELECTICA's LIABILITY
UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE AMOUNTS PAID
BY THE CUSTOMER TO SELECTICA UNDER THIS AGREEMENT FOR THE ITEMS GIVING RISE TO
SUCH LIABILITY.
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SECTION 9. MISCELLANEOUS
9.1 NONDISCLOSURE OF AGREEMENT. Customer shall not disclose the terms of
this Agreement or the ongoing business relationship initiated by this Agreement
except as required by law or governmental regulation without SELECTICA's prior
written consent, except that customer may disclose the terms of this Agreement
on a confidential basis to Customer's accountants, attorneys, parent
organizations and financial advisors and lenders.
9.2 REFERENCE ACCOUNT. Customer consents to SELECTICA's identification
of Customer as a user of the Software and will cooperate with SELECTICA in
furnishing nonconfidential information about Customer's software use for
informational and promotional use by SELECTICA. No public press releases or
other public forum information exchange about Customer's use of SELECTICA's
Software will be implemented without prior written permission of Customer.
9.3 NOTICES. Any notice or other communication under this Agreement
given by either party to the other will be deemed to be properly given if given
in writing and delivered in person or facsimile, if acknowledged received by
return facsimile or followed within one day by a delivered or mailed copy of
such notice, or if mailed, properly addressed and stamped with the required
postage, to the intended recipient at its address specified in this Agreement.
Either party may from time to time change its address for notices under this
Section by giving the other party notice of the change in accordance with this
Section 9.3.
9.4 ASSIGNMENT. Customer may not assign (directly, by operation of law
or otherwise) this Agreement or any of its rights under this Agreement without
the prior written consent of SELECTICA except that Customer may assign all, but
not part, of this Agreement and the Software and Documentation then in its
possession or control to the successor of Customer in a merger or other similar
corporate reorganization outside of the course of Customer's normal business
operations or to the purchaser of substantially all of Customer's assets,
provided such successor or purchaser agrees in writing to comply with the terms
of this Agreement. Subject to the foregoing, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties and their respective
successors and assigns.
9.5 NONWAIVER. Any failure of either party to insist upon or enforce
performance by the other party of any of the provisions of this Agreement or to
exercise any rights or remedies under this Agreement will not be interpreted or
construed as a waiver or relinquishment of such party's right to assert or rely
upon such provision, right or remedy in that or any other instance.
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9.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement,
and supersedes any and all prior agreements, between SELECTICA and Customer
relating to the Software, Documentation, services and other items subject to
this Agreement. No amendment of this Agreement will be valid unless set forth in
a written instrument signed by both parties.
9.7 GOVERNING LAW AND ARBITRATION. The rights and obligations of the
parties under this Agreement shall not be governed by the 1980 UN Convention on
Contracts for the International Sale of Goods, but instead shall be governed by
and construed under the laws of the State of California, including its Uniform
Commercial Code, without reference to conflict of laws principles. Any dispute
or claim arising out of or in connection with this Agreement or the performance,
breach, or termination thereof, shall be finally settled by arbitration in San
Jose, California by three arbitrators under the rules of arbitration of (i) the
International Chamber of Commerce, if Customer's address set forth herein is
outside the United States, or (ii) by the American Arbitration Association if
such address is in the United States. Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, either party may apply to any court of competent
jurisdiction for injunctive relief without breach of this arbitration process.
9.8 LANGUAGE. This Agreement is in the English language only, which
language shall be controlling in all respects, and all versions hereof in any
other language shall not be binding to the parties hereto. All communications
and notices to be made or given pursuant to this Agreement shall be in the
English language.
9.9 APPLICABILITY OF PROVISIONS LIMITING SELECTICA'S LIABILITY. The
provisions of this Agreement under which the liability of SELECTICA is excluded
or limited, shall not apply to the extent that such exclusions or limitations
are declared illegal or void under any applicable laws, unless the illegality or
invalidity is cured under such laws by the fact that the law of California
governs this Agreement.
9.10 YEAR 2000 COMPLIANCE WARRANTY. SELECTICA represents and warrants
that the Software as delivered will operate prior to, during, and after, the
calendar year 2000 A.D. without error relating to date data, specifically
including but not limited to any error relating to calculations, sorting,
interpretation, processing or acceptance of date data which represents or
references different centuries or more than one century, provided that all
hardware, firmware and other software used in conjunction with the Software
properly exchanges accurate and properly formatted date data with the Software.
The Year 2000 Compliance Warranty set forth in this Section shall begin as of
the date of this Agreement and end on the date after January 1, 2000, subsequent
to which the Software has operated without a breach of the Year 2000 Compliance
Warranty for a consecutive six month period (the "Year 2000 Warranty Period").
If the Software fails to comply with the warranty set forth in this Section 12,
SELECTICA will use reasonable commercial efforts to correct the noncompliance,
provided that Customer notifies SELECTICA of the noncompliance within the Year
▇▇▇▇ ▇▇▇▇▇▇▇▇ Period, and
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SELECTICA is able to reproduce the noncompliance as communicated by Customer to
SELECTICA. If after the expenditure of reasonable efforts, SELECTICA is unable
to correct any such noncompliance, SELECTICA may refund to Customer all or an
equitable portion of the license fee paid by Customer to SELECTICA for such
Software in full satisfaction of Customer's claims relating to such
noncompliance upon Customer's return of said Software.
9.11 SOURCE CODE ESCROW
SELECTICA agrees to keep, and maintain current, a copy of the source code and
relevant materials (hereinafter referred to as "Escrow Materials") for the
Software in Escrow with Fort ▇▇▇▇ (the "Escrow Agent"). A copy of the Escrow
Materials for each maintenance release or new version of the Software licensed
hereunder will also be delivered to the Escrow Agent to be held in escrow;
provided, however, that SELECTICA need not update the Escrow Materials more
frequently than either twice per year or upon release of a new version of the
Software.
SELECTICA shall enter into an agreement with the Escrow Agent, under
which Customer shall be a beneficiary, setting out the terms of this Section
9.11, and further providing that upon notification by Customer of the occurrence
of an event described in Paragraph (a) below and Customer's requesting delivery
of the Escrow Materials, the Escrow Agent shall give notice thereof to
SELECTICA. If SELECTICA does not challenge the request within thirty (30) days
of receipt of such notice, the Escrow Agent may proceed; otherwise, the matter
shall be referred to arbitration, as described in the escrow agreement.
(a) SELECTICA's agreement with the Escrow Agent shall provide that a
copy of the Escrow Materials for the Software will be delivered to Customer by
the Escrow Agent in the event that (i) SELECTICA (or its successors or assigns)
ceases doing business as a going concern, (ii) an involuntary bankruptcy
petition is not discharged within sixty (60) days after SELECTICA receives
notice of the filing of the petition or (iii) SELECTICA discontinues supporting
the software for any reason.
(b) Upon delivery of the Escrow Materials to Customer, Customer shall
have a nontransferable, nonexclusive license to use the Escrow Materials to
support and maintain the Software for existing sublicenses and for no other
purpose Customer shall retain a right to deploy additional licenses for use
subject to the license provisions of this agreement. SELECTICA shall retain all
ownership right, title and interest in and to the Escrow Materials, including
all patents, copyrights, trademarks, trade secrets and other intellectual
property rights inherent therein. Customer shall maintain the Escrow Materials
in the strictest confidence and disclose them to employees only as necessary to
exercise its rights granted herein. The object code derived from the source code
is subject to the same restrictions as apply to the Software distributed under
this Agreement.
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9.12 FORCE MAJEURE. Neither party will be liable for, or be considered
to be in breach of or default under this Agreement, other than monetary
obligations, as a result of any cause or condition beyond such party's
reasonable control.
9.13 ACCEPTANCE. Neither this Agreement nor any of its EXHIBITs will
become effective until accepted by SELECTICA at its offices in San Jose,
California.
In Witness whereof, the parties have executed this Agreement by their duly
authorized representatives.
AMENDMENT DATED JUNE 17, 1999 IS ATTACHED HERETO
SELECTICA, INC. Fireman's Fund Insurance Company
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("SELECTICA) ("Customer")
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Print name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title: VICE PRESIDENT, SALES Title: VP, LID SYSTEMS
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Date: 6-27-99 Date: 6-24-99
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Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
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▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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Telephone #: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone #: (▇▇▇) ▇▇▇-▇▇▇▇
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Facsimile #: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile #: (▇▇▇) ▇▇▇-▇▇▇▇
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EXHIBIT A
DESCRIPTION OF SOFTWARE AND DOCUMENTATION
LICENSED SERVERS
Description Quantity Licensed
-------------------------------------------------------------------------------
ACE Enterprise, including Documentation
Single CPU ______________
Dual CPU One
Single CPU-Test and Development One
Server Manager ______________
ACE Quoter, including Documentation
Single CPU ______________
Dual CPU One
ACE Connector, including Documentation______________
LICENSED USERS
ACE Studio - Number of Licensed Users
Including Documentation Six
ACE Mobile - Number of Licensed Users
Including Documentation ______________
SELECTICA agrees to complete certification of the Selectica ACE Enterprise and
Selectica ACE Quoter products running on International Business Machines AIX
platform within sixty (60) days of Effective Date. Customer agrees to assist
SELECTICA in this certification process by gaining SELECTICA access to an IBM
AIX server for certification purposes.
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EXHIBIT B
LICENSE AND MAINTENANCE FEES
1. License Fee.
ACE Enterprise Server - Dual Processor $[*]
ACE Quote Server-Dual Processor $[*]
ACE Studio (6 pack) $[*]
ACE Enterprise Test and Development Server $[*]
Total Software License Fee $[*]
2. Maintenance Fee. Maintenance fees are equal to [*]% of the current published
product license list price, and are due in advance on an annual basis.
Maintenance fees for the use of the Software on any additional servers or
workstations licensed subsequent to the Effective Date will be payable
concurrently with the additional server or user license fee on a pro-rated
annual basis.
Annual maintenance and upgrade support $[*]
3. On-site Training Class - Five Day Class, up to ten (10) attendees: $[*]
plus expenses
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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AMENDMENT TO
THE SELECTICA, INC. MAJOR ACCOUNT LICENSE AGREEMENT
BY AND BETWEEN
SELECTICA, INC.
AND
FIREMAN'S FUND INSURANCE COMPANY
Amendment Dated June 17, 1999
The Selectica, Inc. Major Account License Agreement ("Agreement") by and between
Selectica, Inc. ("Selectica") and Fireman's Fund Insurance Company ("Customer")
is hereby amended in the following respects.
1. In the second line of (a) of 2.2 Grant after "Customer" insert "and
Customer's subsidiaries"
2. Delete the last three lines of 2.7 Records beginning with "and" and ending
with "Agreement"
3. Delete the last sentence of the first paragraph of 3.1 Support Services
and Training and replace it with "With the mutual agreement of the parties,
Selectica may change or discontinue from time to time all or any part of the
services or systems described below"
4. In the second line of (c) Training Services of 3.1 Support Services and
Training after "employees" insert "and their designated backups"
5. Insert as a new "3.4 User Groups: Selectica agrees to introduce Customer
to other Selectica customers upon request by Customer for the purposes of
formation of a Selectica users group."
6. In the second line of 4.2 Maintenance Fee before "Customer" insert
"Selectica shall invoice for and"
7. In the fourth line of 4.2 Maintenance Fee delete "on the Effective Date"
and replace it with "immediately after the expiration of the ninety day warranty
as stated in 6.1 Performance Warranty and Revenue"
8. Delete the second and third sentences of 4.2 Maintenance Fee and replace
it with "After the first twelve month period commencing immediately after the
expiration of the ninety day warranty as stated in 6.1 Performance Warranty and
Revenue, the term of maintenance shall automatically renew for successive annual
terms unless Customer provides Selectica with written notice of termination of
maintenance at least thirty days prior to the commencement of any annual renewal
maintenance term. Selectica reserves the right to change the maintenance fee
effective at the beginning of any annual renewal term of maintenance but in no
event shall the annual maintenance fee exceed the immediately preceding year's
annual maintenance by more than five percent or the increase in the U.S.
Consumer Price Index published by the U.S. Bureau of Labor Statistics during the
twelve month period immediately preceding such notice to the Customer, whichever
is the lesser of the two. Selectica shall invoice Customer for any annual
maintenance fee as stated in Exhibit B. In the event that Customer terminates
maintenance under this Agreement such maintenance termination shall not affect
the license grant to the Customer for the Software as provided herein."
1
15
9. Delete the first sentence of 4.3 Payment and replace it with "All fees,
charges and other sums payable to Selectica under this Agreement will be
invoiced to Customer in accordance with the invoicing schedule in Exhibit B and
Customer shall pay such invoices within thirty days of receipt."
10. Delete the fourth sentence of 4.3 Payment.
11. Delete the last sentence of 4.3 Payment and replace it with "Selectica
shall invoice for, and Customer will pay, as hereinafter stated, all taxes
lawfully levied arising out of this Agreement, exclusive, however, of taxes
based on Selectica's income, and franchise taxes, or taxes on any withholding at
the source obligation of Selectica which taxes shall be paid by Selectica.
Customer shall pay such invoices within thirty days of receipt."
12. Delete the paragraph of 5.3 Termination by Selectica and replace it with
"In the event of any material breach of this Agreement by either party hereto,
the other party may (reserving cumulatively all other remedies and rights under
this Agreement and in law and in equity) terminate this Agreement in whole or in
part by giving thirty (30) days' prior written notice thereof; provided,
however, that this Agreement shall not terminate at the end of said thirty (30)
days' notice period if the party in breach has cured the breach of which it has
been notified prior to the expiration of said thirty (30) days."
13. At the end of 5.5 Survival after "Agreement" insert "for a period of five
years"
14. In the third line of 6.1 Performance Warranty and Remedy before
"instructions" insert "written" and delete "substantially"
15. In the fifth line of 6.1 Performance Warranty and Remedy delete "delivery"
and replace it with "installation"
16. In the sixth and seventh lines of 6.1 Performance Warranty and Remedy
delete the phrase "use reasonable commercial efforts to" and replace it with "at
no additional cost to Customer"
17. In the eighth line of 6.1 Performance Warranty and Remedy delete "delivery"
and replace it with "installation"
18. Delete the last sentence that starts with "If after the expenditure" of 6.1
Performance Warranty and Remedy.
19. To 6.1 Performance Warranty and Remedy add "Selectica warrant to Customer,
subject to interruption via court order, that: (a) Selectica has the right to
license the Software covered hereunder; (b) Customer shall quietly and
peacefully possess the items of Software covered hereunder subject to and in
accordance with the provisions of this Agreement; (c) Customer's use and
possession of such Software will not be interrupted or otherwise distributed by
any person asserting a claim under or through Selectica"
20. In the second line of Section 7 Intellectual Property Rights Indemnity
after Customer insert "its parent, their subsidiary and affiliated companies"
21. In the fifth line of Section 7 Intellectual Property Rights Indemnity after
Customer insert "its parent, their subsidiary and affiliated companies"
22. After the first sentence of Section 7 Intellectual Property Rights
Indemnity insert "Selectica further agrees to indemnify and hold Customer, its
parent, their subsidiary and
2
16
affiliated companies, harmless from and against any and all liabilities,
losses, damages, costs and expenses (including reasonable attorneys' fees)
associated with any such claim or action incurred by Customer in accordance with
this Section."
23. In the second sentence of Section 7 Intellectual Property Rights
Indemnity delete the phrase "Selectica shall be released from the foregoing
obligation unless" and delete "provides" and replace it with "shall provide"
24. In (iii) of the second sentence of Section 7 Intellectual Property Rights
Indemnity after "assistance" insert "at Selectica's expense."
25. In the third sentence of Section 7 Intellectual Property Rights Indemnity
delete the phrase "an equitable portion of"
26. In the first line of 8.1 Disclaimer of Warranty after 6.1 insert "AND
SECTION 9.10"
27. Delete the last sentence of 8.2 Limitation of Liability and replace it
with "SELECTICA SHALL BE LIABLE FOR AND SHALL INDEMNIFY AND HOLD CUSTOMER
HARMLESS AGAINST ANY LOSS OR DAMAGE ARISING FROM THE FAULT OR NEGLIGENCE OF
SELECTICA, ITS OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES. CUSTOMER SHALL
BE LIABLE FOR AND SHALL INDEMNIFY AND HOLD SELECTICA HARMLESS AGAINST ANY LOSS
OR DAMAGE ARISING FROM THE FAULT OR NEGLIGENCE OF CUSTOMER, ITS OFFICERS,
EMPLOYEES, AGENTS AND REPRESENTATIVES. IN NO EVENT SHALL CUSTOMER BE LIABLE FOR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE
FOREGOING IN THIS PARAGRAPH, EXCEPT FOR ANY SELECTICA LIABILITY UNDER SECTION
6.1, SECTION 7, SECTION 9.10, SECTION 9.14 AND ANY SELECTICA LIABILITY FOR
PERSONAL INJURY AND PROPERTY DAMAGE, SELECTICA'S LIABILITY UNDER THIS AGREEMENT
FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO
SELECTICA UNDER THIS AGREEMENT AND THE MASTER AGREEMENT FOR CONSULTING
SERVICES."
28. In the fifth line of 9.1 Nondisclosure of Agreement after "organizations"
insert "subsidiaries"
29. Delete the paragraph of 9.2 Reference Account and replace it with
"Selectica shall not use the name and/or logo or Customer, its parent, their
subsidiary or affiliated companies in any publicity releases, promotional
materials, announcements, customer listing, testimonials or advertising without
securing prior written approval of Customer. The parties hereby agree to the
joint issuance of a press release announcing this Agreement with the content of
such press release to be mutually agreed to by the parties."
30. At the end of 9.4 Assignment add "Selectica many not assign (directly, by
operation of law or otherwise) this Agreement or any of its rights under this
Agreement without the prior written consent of Customer except that Selectica
may assign all, but not part, of this Agreement to the successor of Selectica in
a merger or other similar corporate reorganization outside of the course of
Selectica normal business operations or to the purchaser of substantially all of
Selectica's assets, provided such successor or purchaser agrees in writing to
comply with the terms of this Agreement. Subject to the
3
17
foregoing, this Agreement is binding upon, inures to the benefit of and is
enforceable by the parties and their respective successors and assigns."
31. In the title of 9.7 delete "and Arbitration"
32. In the first sentence of 9.7 Governing Law delete the phrase "including
its Uniform Commercial Code"
33. Delete the second, third and fourth sentences of 9.7 Governing Law.
34. Delete the second sentence of 9.10 Year 2000 Compliance Warranty and
replace it with "The Year 2000 Compliance Warranty set forth in this section
shall begin as of the effective date of this Agreement and shall continue until
the Agreement is terminated as provided herein."
35. In the third sentence of 9.10 delete 12 and replace it with 9.10 and
delete the phrase "use reasonable commercial efforts to" and delete the phrase
"within the Year 2000 Compliance Warranty"
36. Delete the fourth sentence of 9.10 Year 2000 Compliance Warranty.
37. At the beginning of the first paragraph of 9.11 Source Code Escrow
insert "At no additional cost to Customer"
28. In the third line of (b) of 9.11 Source Code Escrow delete "for
existing sublicenses"
39. At the end of 9.12 Force Majeure add "Performance times under this
Agreement shall be considered extended for a period of time equivalent to the
time lost because of any delay which is excusable under this Section. If any
such excusable delay shall last for a period of more than sixty (60)
consecutive calendar days, the party not relying on the excusable delay, at its
option, may terminate this Agreement without financial liability or penalty of
any kind. Both parties will remain liable for any costs and expenses already
incurred, services performed or items invoiced and delivered at time of
termination."
40. AS a new 9.14 Customer Confidential Information add "During the term of
this Agreement and for a period of five (5) years from either the date of
expiration or date of termination of this Agreement, whichever occurs later,
Selectica will regard and preserve as confidential all information related to
the business of Customer, its parent, their subsidiary and affiliated
companies, or its or their clients, that may be obtained by Selectica from any
source as a result of this Agreement. Selectica will not, without first
obtaining Customer's written consent, disclose to any person, firm, or
enterprise, or use for its benefit, any information relating to the pricing,
methods, processes, financial data, lists, apparatus, statistics, programs,
research, development or related information of Customer, its parent, their
subsidiary or affiliated companies, or its or their clients, concerning past,
present or future business activities of said entities."
41. At the beginning of the first sentence of the last paragraph of Exhibit
A insert "At no additional cost to Customer"
42. To the last paragraph of Exhibit A add "In addition, at no additional
cost to Customer, Selectica shall ensure that the Software supports DB2
databases. The Software is being delivered to Customer in the NT version."
4
18
43. To 1 License Fee of Exhibit B add "The Total Software License fee shall
be invoiced by Selectica to Customer after delivery of the Software to
Customer. The delivery date for the Software is June 30, 1999. Selectica shall
not deliver the Software prior to the delivery date for the Software."
44. In Exhibit B delete the first sentence of 2 Maintenance Fee and replace
it with "The maintenance fee for the first twelve month period of maintenance
shall be invoiced by Selectica to Customer after expiration of the ninety day
warranty period. Selectica shall invoice Customer for any annual maintenance
fee thereafter no earlier than thirty days prior to the commencement date of
the applicable annual maintenance renewal term."
45. After "support" in 2 Maintenance Fee of Exhibit B insert "for the first
twelve month maintenance period maintenance fee"
46. At the beginning of 3 of Exhibit B insert "At Customer's option, in
accordance with the terms of the Master Agreement for Consulting Services
attached hereto as Exhibit C, Customer may order"
In the event of any inconsistency between the terms of the Agreement and the
terms of this Amendment, this Amendment will prevail in all respects.
IN WITNESS WHEREOF, the parties hereto each acting under due and proper
authority have executed this Amendment as of the day, month and year written
below.
SELECTICA, INC. FIREMAN'S FUND INSURANCE COMPANY
By [Signature Illegible] By [Signature Illegible]
---------------------------------- -------------------------------------
Title Vice President, Sales Title VP, CID Systems
------------------------------- ----------------------------------
Date 6-23-99 Date 6-24-99
------------------------------- ----------------------------------
APPROVED
AS TO FORM
GCO/CONTRACTS
Jan
-------------
5
2
19
EXHIBIT C
ADDITIONAL SERVICES AND TRAINING
SEE ATTACHED MASTER AGREEMENT FOR CONSULTING SERVICES.
14
20
MASTER AGREEMENT FOR CONSULTING SERVICES
THIS MASTER AGREEMENT FOR CONSULTING SERVICES is made and entered into as of
June 16, 1999 by and between Fireman's Fund Insurance Company, (hereinafter
referred to as "Customer") and Selectica, Inc. (hereinafter referred to as
"Consultant").
ARTICLE 1
GENERAL DESCRIPTION OF OBJECTIVES AND SCOPE OF SERVICES
1.1 Consultant agrees to provide to Customer those technical assistance
and/or related services as are described on any Schedules attached hereto (the
"Schedules"). In the event of any conflict between the terms and conditions of
this Agreement and the terms and conditions of any Schedule, the terms of such
Schedule shall govern.
1.2 A statement of the scope of work (the "Statement") shall be attached
to each Schedule as an Attachment A and shall be incorporated therein and made
a part thereof.
1.3 The scope of Consultant's work effort must be coordinated with the
appropriate personnel designated by Customer and shall at all times be subject
to the parameters established by Customer from time to time.
ARTICLE 2
FEES
2.1 Consultant agrees to invoice Customer, monthly in arrears (unless
otherwise stated in the Schedule), for the services provided to Customer by
Consultant under any Schedule in accordance with the rate(s) set forth in the
Schedule.
2.2 The charges invoiced to Customer by Consultant in accordance with
this Article 2, except for any amounts disputed by Customer, shall be payable
by Customer within thirty (30) days of Customer's receipt of each said invoice.
In the case of a dispute between Customer and Consultant over charges that have
been billed to Customer, Customer may withhold amounts equal to the disputed
amount from Consultant ▇▇▇▇▇▇▇▇ until the parties settle such dispute.
Consultant shall continue to perform all of its obligations under the Agreement
during any period in which Customer withholds any disputed portion of
Consultant's bills. All invoices shall include Consultant's tax identification
number.
2.3 There shall be added to any charges under this Agreement amounts equal
to any applicable taxes, however designated, levied or based on such charges or
on this Agreement for the services rendered hereunder, including, but not
limited to, sales and use taxes, state and local privilege or excise taxes
based on revenue or sales, and any taxes, or amounts in lieu thereof, paid or
payable by Consultant in respect to the foregoing, exclusive of taxes based on
the income of Consultant and/or any taxes on any withholding at the source
obligation of Consultant which shall be the responsibility of Consultant.
ARTICLE 3
CONSULTANT EMPLOYEE
3.1 In the event that the Consultant employee assigned to perform
services under any Schedule is unacceptable to Customer, for performance
reasons Customer shall notify Consultant of such fact in writing and the named
employee shall be forthwith removed from performing services under that
Schedule. Customer is the sole judge as to performance capability. In the event
that the Consultant
21
employee assigned to perform services under any Schedule is found to be not
acceptable to Customer for any other reason, Customer shall notify Consultant
of such fact and Consultant shall immediately take appropriate corrective
action. In the event that any such corrective action requires such Consultant
employee to be removed by Consultant from performing services for Customer
hereunder, Consultant agrees to promptly provide a qualified replacement, if
requested by Customer.
3.2 Consultant agrees to use its reasonable efforts to insure the
continuity of the Consultant employee assigned to perform services under any
Schedule. Any reassignment by Consultant of the employee assigned to perform
services under any Schedule must be with Customer's prior written consent, such
consent not to be unreasonably withheld. In the event Consultant replaces the
employee assigned to perform services under any Schedule, Consultant will
provide a replacement acceptable to Customer as soon thereafter as is
reasonably possible.
3.3 Personnel supplied by Consultant hereunder are the employees of
Consultant and are not Customer's personnel or agents, and Consultant assumes
full responsibility for their acts. Consultant shall be solely responsible for
the payment to the Consultant employees assigned to perform services hereunder,
of compensation (including the withholding and remitting of income taxes,
social security taxes and Medicare taxes; providing for workers' compensation,
disability insurance benefits, unemployment insurance benefits, and the like);
and any and all claims of lawsuits made by Consultant's employees relating to
their employment by Consultant. Consultant shall inform its employees that they
are not entitled to any Customer employee benefits.
ARTICLE 4
TITLE
4.1 It is understood that Consultant's development of all deliverables to
be provided hereunder is to be a "work made for hire" within the meaning of ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Code Section 101 as it may be amended from time to time. All
rights, including all copyright ownership rights, in the deliverables to be
provided hereunder shall be the sole and exclusive property of Customer. It is
further understood that Consultant hereby transfers and assigns to Customer any
and all interests or rights that Consultant has, or may acquire, in all
deliverables to be provided hereunder, including, but not limited to, copyright
rights and protection under ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code Section 106 as it may be
amended from time to time. It is further understood that Consultant, its
employees, agents, and/or representatives shall not copyright, patent, trade
secret, use, sell or distribute the deliverables to be provided hereunder.
4.2 The Consultant shall give Customer and any person designated by
Customer, at Customer's expense, such reasonable assistance as may be required
to perfect the rights described in this Article 4.
4.3 The Consultant shall immediately upon the effective date of
completion or termination of each Schedule turn over to Customer all materials
developed pursuant to such Schedule including, but not limited to, working
papers, narrative descriptions, reports and data.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Confidential information shall mean any information obtained by
Consultant, from or disclosed to Consultant by Customer which relates to the
past, present and future research, development and business activities of
Customer (or any of Customer's divisions, parent, subsidiaries or affiliated
companies) under any Schedule. Consultant shall hold all such confidential
information in trust and confidence for Customer during the term of this
Agreement and for a period of five (5) years from the
22
date of its acquisition by Consultant and, except as may be authorized by
Customer in writing, Consultant shall not disclose to any person, firm or
enterprise, or use for its benefit, any such confidential information. Upon
termination of this Agreement, Consultant shall deliver to Customer all items
including, but not limited to, drawings, blueprints, descriptions, or other
papers or documents, which may contain any such confidential information. The
parties agree that information is not confidential and Consultant shall have no
obligation with respect to particular information to the extent, but only to the
extent, that such information: (a) is already known to Consultant at the time it
is obtained by Consultant from Customer, free from any obligation to keep such
information confidential; (b) is or becomes publicly known through no wrongful
act of Consultant; (c) is rightfully received from a third party without
restriction and without breach of this Agreement; or (d) is independently
developed by Consultant without use of any confidential information of Customer.
ARTICLE 6
WARRANTY
6.1 Consultant warrants and represents that each of its employees
assigned to perform technical assistance and/or related services under any
Schedule shall have the proper skill, training and background so as to be able
to perform in a competent and professional manner.
6.2 Neither the execution by Contractor of this Agreement or any
Schedule nor the consummation by Contractor of the transactions contemplated
hereby conflicts with or results in a breach of any of the provisions of any
agreement or other instrument to which Contractor is a party or by which it is
bound, or constitutes a default under any thereof.
ARTICLE 7
LIABILITY
7.1 Consultant shall be liable for and shall indemnify and hold
Customer harmless against any loss or damage arising from the fault or
negligence of Consultant, its officers, employees, agents and representatives.
7.2 Customer shall be liable for and shall indemnify and hold
Consultant harmless against any loss or damage arising from the fault or
negligence of Customer, its officers, employees, agents or representatives.
7.3 IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE, ONE TO THE
OTHER, FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS.
ARTICLE 8
TERM OF AGREEMENT
8.1 This Agreement shall commence on the date first above written and
shall continue in effect thereafter until completion of the Consultant's
performance hereunder unless and until terminated as hereinafter set forth.
8.2 In the event of any material breach of this Agreement by either
party hereto, the other party may (reserving cumulatively all other remedies and
rights under this Agreement and in law and in equity, terminate this Agreement
by giving ten (10) days' prior written notice thereof, provided, however, that
this Agreement shall not terminate at the end of said ten (10) days' notice
period if the party in breach has cured the breach of which it has been notified
prior to the expiration of said ten (10) days.
23
8.3 Notwithstanding any other provision of this Agreement to the
contrary, Customer may terminate this Agreement or any Schedule hereunder by
giving Consultant written notice of its election to terminate said Agreement or
Schedule. In case, of any termination, Customer agrees to pay Consultant for
all costs up until the effective date of termination at the costs to be agreed
upon by the parties.
ARTICLE 9
ASSIGNMENT
9.1 Neither party may assign this Agreement or any of its rights and/or
obligations hereunder without the prior written consent of the other party, and
any such attempted assignments shall be void.
ARTICLE 10
NOTICES
10.1 Any notices or other communications required or permitted to be given
or delivered hereunder shall be in writing (unless otherwise specifically
provided here) and shall be deemed given if delivered personally or mailed by
first-class mail, postage prepaid.
to: Fireman's Fund Insurance Company
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Manager: IT Financial Administration
and to: Selectica, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
ARTICLE 11
GOVERNING LAW
11.1 The validity of this Agreement, the construction and enforcement of
its terms, and the interpretation of the rights and duties of the parties,
shall be governed by the laws of the State of California.
ARTICLE 12
INSURANCE
12.1 Consultant shall acquire and maintain in full force and effect
insurance coverage with carriers authorized to do business in California
throughout the term of this Agreement. Coverage is required in the following
categories to the limits shown.
Category of Insurance Limit
--------------------- -----
A. Worker's Compensation Statutory Compliance
B. Comprehensive General Liability $1,000,000.00
(Bodily Injury and Property Damage)
C. Comprehensive Auto Liability $1,000,000.00
(Bodily Injury and Property Damage)
24
(Owned and Non-Owned)
Consultant shall provide Customer with proof of insurance by furnishing
Customer with Certificates of Insurance, or in the alternative, Consultant may
provide a verified copy of the declaration page and/or endorsement of the
relevant policy(ies) to the limits set forth above.
ARTICLE 13
AMENDMENT, MODIFICATION OR WAIVER OF AGREEMENT
13.1 No amendments, modifications, supplements to or waiver of this
Agreement or any of its provisions shall be binding upon the parties hereto
unless made in writing and duly signed by both parties. A failure of either
party to this Agreement to enforce at any time any of the provisions of this
Agreement, or to exercise any option which is herein provided, or to require at
any time performance by either party to this Agreement of any of the provisions
hereof, shall in no way be construed to be a waiver of such provisions of this
Agreement.
ARTICLE 14
SEVERABILITY
14.1 In the event any one or more of the provisions of this Agreement
shall for any reason be held to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall be unimpaired, and the invalid,
illegal or unenforceable, provision shall be replaced by a mutually acceptable
provision.
ARTICLE 15
ADVERTISING OR PUBLICITY
15.1 Neither Consultant nor Customer shall use the name of the other in
publicity releases or advertising without securing the prior written approval
of the other.
ARTICLE 16
COMPLETE AGREEMENT
16.1 This Agreement and the Exhibits and Attachments hereto constitute the
entire agreement between the parties and supersedes all previous agreements,
promises, proposals, representations, understandings and negotiations, whether
written or oral, between the parties respecting the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the day, month, and year first
above written.
SELECTICA, INC. FIREMEN'S FUND INSURANCE
COMPANY
By /s/ [Signature Illegible] By /s/ [Signature Illegible]
----------------------------------- -----------------------------------
Title Vice President, Sales Title VP, CID Systems
-------------------------------- --------------------------------
Date 6-23-99 Date 6-24-99
--------------------------------- ---------------------------------
25
SCHEDULE 1
This Schedule is issued pursuant to the Master Agreement for Consulting Services
("Agreement") dated as of June 16, 1999 and between Selectica, Inc.
("Consultant") and Fireman's Fund Insurance Company ("Customer"). Any term not
otherwise defined herein, shall have the meaning ascribed to it in the
Agreement.
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------
(Customer Location) (Consultant Location)
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------------------
(Customer Project Manager) (Consultant Project Manager)
Schedule Commencement Date: June 25, 1999
Term of Schedule: Approximately 10 working days from commencement date
SKILL LEVEL HOURLY RATE
----------- -----------
Project Manager [*]
Consultant [*]
The above Rates apply to the scope of work as defined in this Schedule and the
Attachment A. Any additional requests for services shall be defined in an
additional Schedule(s) and signed by both parties.
Consultant shall invoice Customer, monthly in arrears, for reasonable
out-of-pocket expenses necessarily and actually incurred by Consultant in the
performance of its services under this Agreement, provided that (i) Customer has
given its prior written consent to any such expenditures, and (ii) Consultant
submits supporting documentation and appropriate vouchers for such expenses.
Customer shall not reimburse Consultant for travel time. It is understood that
Customer shall not reimburse Consultant for travel and living expenses incurred
by a Consultant employee in performing services at a Customer facility located
in the same metropolitan area as that employee's home base. It is also
understood that any air transportation reimbursable hereunder shall be
coach-economy and that any entertainment by or on behalf of Consultant employees
shall be at no cost to Customer.
Notwithstanding the duration of the time between the Commencement Date and the
Completion Date shown herein, Customer may terminate this Schedule in accordance
with Article 8.3 of the Agreement.
TOTAL COST AUTHORIZED UNDER THIS SCHEDULE IS NOT TO EXCEED $[*] plus
expenses as authorized.
SELECTICA, INC. FIREMAN'S FUND INSURANCE
COMPANY
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
-------------------------- ---------------------------
Title Vice President, Sales Title VP, CID Systems
----------------------- ------------------------
Date 6-23-99 Date 6-24-99
------------------------ -------------------------
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
26
Attachment A to Schedule 1
To Master Agreement for Consulting Services
Between SELECTICA, Inc.
And Fireman's Fund Insurance Company
Dated June 16, 1999
STATEMENT OF SCOPE OF WORK
TMM Estimation Assessment Project
Objective
The intent of the project estimation assessment is to finalize the requirements
and develop the functional specification and high level schedule for the TMM
Risk Assessment application that Consultant intends to build for Customer. The
TMM Risk Assessment application assists underwriters to identify, qualify,
assess the acceptability of lines of coverage and evaluate credits against
profit goals.
A. Deliverables:
Consultant will provide the following deliverables for this project:
1. A functional specification for the phase-1 deployment of the TMM risk
assessment application
2. A high-level milestone based schedule for the phase-1 deployment
B. Scope of Work:
Deliverable 1. will include the development of a functional specification for
the TMM risk assessment application covering, but not limited to the following
areas specifically as it pertains to the phase-1 deployment:
1. Application flow
2. Security & Authentication
3. User Interface navigation and flow
4. Output & reports
5. Help
6. Custom formats
7. Knowledge-base
8. Save & restore
9. Database connectivity
10. Data sources including interfaces
11. Back-end and systems integration
12. Deployment platforms and sequencing
Responsibilities
Consultant is responsible to develop the functional specification and the
high-level milestone based schedule. Customer will assist Consultant by
providing personnel, resources and documentation necessary to complete the
functional specification in a timely manner.
27
SRR# 936165
SCHEDULE 2
This Schedule is issued pursuant to the Master Agreement for Consulting
Services ("Agreement") dated as of June 16, 1999 by and between Selectica, Inc.
("Consultant") and Fireman's Fund Insurance Company ("Customer"). Any term not
otherwise defined herein, shall have the meaning ascribed to it in the
Agreement.
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(Customer Location) (Consultant Location)
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
(Customer Engagement Manager) (Consultant Engagement Manager)
- Commencement Date: August 2, 1999 Completion Date: Upon Completion of
Deliverables and Acceptance
- Scope of Work: see Attachment A
- Price: $[*]
- Bonus: An additional $[*] will be paid to Consultant if the following
("Bonus Criteria") are met:
1. The Delivered System must be delivered no later than October 15, 1999
and
2. The Delivered System must successfully pass acceptance as detailed under
Acceptance below no later than October 15, 1999
- Invoicing Schedule:
# MILESTONE AMOUNT TERMS
-- -------------------------- ----------- -------------------
1. Signing of Schedule $[*] due upon receipt of
invoice
2. Delivery and Acceptance of $[*] net 30 from receipt
Deliverables 1, 2, 3, and 4 OR $[*] of invoice
if Bonus Criteria
are met
The above payments apply to the scope of work as defined in this Schedule and
the Attachment A. Any additional requests for services shall be defined in an
additional Schedule(s) and signed by both parties.
- Acceptance:
When the Deliverables 1, 2, 3, and 4 as detailed in the attached Statement of
Work (the "Delivered System") has been installed at Customer's site and has
been made ready for use, Customer will begin acceptance testing (see
"Application Acceptance Period & Criteria section of Attachment A). The
acceptance test process will continue until the end of the business day of
October 15, 1999. The acceptance test will be conducted for the purpose of
demonstrating that the Delivered System performs the functions as set forth in
the Acceptance Criteria as defined in the Application Acceptance Period &
Criteria section of Attachment A. In the event that the Delivered System is not
successfully passing the acceptance test Customer shall notify Consultant in
writing as soon as reasonably possible specifying in reasonable detail in what
respects the Delivered System is failing to perform. Consultant shall correct
any deficiencies at no additional cost (except for actual out of pocket
expenses). No later than the end of the
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
28
business day on October 15, 1999 Customer shall notify Consultant in writing of
Customer's acceptance or non-acceptance of the Delivered System. If Customer
fails to notify Consultant of it's acceptance or non-acceptance by the end of
the business day of October 15, 1999 the Delivered System shall be deemed to be
accepted by Customer.
If the Delivered System has not been accepted by Customer at the end of
business on October 15, 1999 Consultant shall continue to correct any
deficiencies at no additional cost (except for actual out of pocket expenses)
until the Delivered System is deemed accepted by Customer such notification to
be given to Consultant in writing at the time of acceptance.
- Expenses:
Consultant shall invoice Customer, monthly in arrears, for reasonable
out-of-pocket expenses necessarily and actually incurred by Consultant in the
performance of its services under this Agreement, provided that (i) Customer has
given its prior written consent to any such expenditures, and (ii) Consultant
submits supporting documentation and appropriate vouchers for such expenses.
Customer shall not reimburse Consultant for travel time. It is understood that
Customer shall not reimburse Consultant for travel and living expenses incurred
by a Consultant employee in performing services at a Customer facility located
in the same metropolitan area as that employee's home base. It is also
understood that any air transportation reimbursable hereunder shall be
coach-economy and that any entertainment by or on behalf of Consultant employees
shall be at no cost to Customer.
Notwithstanding the duration of the time between the Commencement Date and the
Completion Date shown herein, Customer may terminate this Schedule in accordance
with Article 8.3 of the Agreement.
TOTAL COST AUTHORIZED UNDER THIS SCHEDULE IS NOT TO EXCEED $[*] plus
expenses as authorized.
SELECTICA, INC. FIREMAN'S FUND INSURANCE COMPANY
By /s/ [Signature Illegible] By /s/ [Signature Illegible]
-------------------------------- -------------------------------------
Title Vice President, Professional Title Vice President, IT CID
Services ----------------------------------
-----------------------------
Date Sep 10, 1999 Date 09-08-99
------------------------------ -----------------------------------
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
29
Attachment A to the Schedule 2
To the Master Agreement for Consulting Services
Between Selectica, Inc.
And Fireman's Fund Insurance Company
Dated June 16, 1999
RSM - FFIC's RISK SCORE MODEL
Statement of Work
PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
BY:
[LOGO] SELECTICA
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
30
RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
TABLE OF CONTENTS
PROJECT DESCRIPTION AND SCOPE.................................................4
BACKGROUND..................................................................4
SCOPE.......................................................................4
Security model............................................................4
User Interface............................................................4
Knowledge base............................................................5
Deployment................................................................5
Quoter....................................................................5
Database repository.......................................................5
Output Reports............................................................6
FACTORS AFFECTING DEVELOPMENT...............................................6
Assumptions, Constraints, and Dependencies................................6
Assumptions...............................................................6
Constraint................................................................6
Dependencies..............................................................6
Change Control Procedures.................................................7
PROPOSAL....................................................................7
Deliverable...............................................................7
Application Development Services..........................................7
Effort Estimate & Work Plan...............................................7
Milestones................................................................8
Training and Maintenance..................................................8
Project Responsibilities and Resources Profile............................8
FFIC Responsibilities & Deliverables......................................9
Application Acceptance Period & Criteria.................................10
Activity.................................................................10
Date.....................................................................10
Proposal Acceptance......................................................10
EXHIBIT A CHANGE REQUEST FORM.............................................11
EXHIBIT B RESOURCE PROFILE................................................12
Fireman's Fund Team......................................................12
EXHIBIT C REQUIREMENTS LIST...............................................14
General Requirements.....................................................14
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
Description..............................................................14
Priority.................................................................14
Key Functions............................................................14
KBS......................................................................15
Risk Evaluation Assessment...............................................16
Risk Evaluation Declinations.............................................16
Risk Evaluation Key Functions............................................17
Data Mining and Storage..................................................18
Data Reference and Support...............................................18
GUI......................................................................18
System Access............................................................18
User Authorization and Access............................................19
Exceptions...............................................................19
Help Key Functions.......................................................19
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
PROJECT DESCRIPTION AND SCOPE
This proposal describes the scope of the first phase of engagement between
Fireman's Fund Insurance Company ("FFIC") and Selectica, Inc. ("Selectica"),
targeted to create RSM - a Risk Score Model for FFIC. Selectica intends to
provide the appropriate Advanced Configurator Engine (ACE) product set for this
application, assist FFIC staff to develop the application (includes actual
hands-on development of specific sections), and train FFIC personnel for
continuing long-term application maintenance. Refer to the detailed functional
specifications attached for any further information. The acceptance criteria is
identified in the Requirements List which is Appendix C to this document.
Pilot implementation scheduled for October 18th, 1999, is a fully functioning
Risk Scoring Model with interfaces to reference data, a populated knowledgebase
(KBS) and the GUI screens. Specific deliverables for this engagement are listed
in the "Deliverable" section in this document.
The phase from the Pilot to nationwide implementation will be a treated as a
separate project and will include monitoring of the deliverables from a pilot
operation in the North West region and additional functional enhancements that
may be identified during the pilot development phase. A separate statement of
work, functional specification, and a work/project plan for this phase is
planned as a task in the Pilot project plan.
BACKGROUND
FFIC's Commercial business is focused around selling insurance policies for the
Target Middle Market ("TMM") for the various coverages such as General
Liability, Auto, Workers Compensation, and Umbrella coverage. As part of its
Operational Efficiency strategy, FFIC now needs to provide a Risk scoring
mechanism, focused first on the intranet access for its underwriters (FFIC
employees), then integrated with its producers (the brokers who are their major
revenue channel), and finally for direct sales on FFIC's e-Commerce program.
SCOPE
FFIC envisions RSM as a risk score advisor for its employees, targeted in this
first phase, towards its internal underwriters nation wide. FFIC currently
identifies the necessity to generate segmental analysis for a maximum of 10
states at any given point. FFIC also identifies that in the current phase any
adjustment and segmental analysis for California, Oregon, Washington, Nevada,
Alaska and standard states will need to be supported. This capability will be
extended to other states if additional time becomes available in the development
plan. The detailed functional specifications contain the specifics for this
capability.
SECURITY MODEL
The Portal security logon mechanism will be used to gain access to the TMM site,
which is passed on to RSM. The current phase will allow the model to validate a
user through the portal system which is used to identify the user with the RSM
system. The users do not have hierarchical access rights assigned inside the
system. All the Risk Scores generated by any valid user will be accessible by
all the users of the system.
USER INTERFACE
The user will gain access to the Application via the standard FFIC browser
through a link on the TMM home Site. The user interface will adhere to the
current TMM Home Site standards. The mockup of the user interface is contained
in the Functional Specifications. The navigation is designed with the minimum
amount of refreshes of the screen which will enable and enhance the speed of
operation covering categories of questions, results and links to service
specifications. The User will be allowed to exit to the TMM home site.
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
For Post Pilot of Phase I, based on the feed back received from the user group,
changes may be identified which may require a redevelopment of part of the user
interface. Any identified changes will be processed via the Change Control
process identified later in this document.
KNOWLEDGE BASE
The Knowledge base ("KBS") is the core business model developed using the Ace
Model builder tool. Maintenance and enhancement of the model will be
accomplished via the Ace Model-builder tool. It will support extracted data for
the parameter and rules/constraints from the Selectica database which will be
developed and populated for the RSM project only. These products suite is
available to FFIC according the Annual maintenance contract agreed to on June
24th, 1999.
DEPLOYMENT
Deployment environment is at FFIC Computer's hosting site in Novato,
California. The platform for deployment will be dual-CPU PII 450-500 MHz
machines with 512MB of memory, 3x9 Hot pluggable, Raid controlled disk drives.
Disaster Recovery will be supported via standard tape backup of the databases
and drive images. Support will be provided by FFIC for daily operations and
Selectica support will be provided as agreed to in the contract dated June 24,
1999.
QUOTER
The Ace Quoter implementation will be done on a DB2 database on a Windows NT
platform by 10/18/99. This implementation requires engineering development
effort by Selectica to support DB2. The implementation on the AIX DB2 platform
will be done by 01/14/2000. The additional engineering work by Selectica has
been agreed to in the contract dated June 24th, 1999.
DATABASE REPOSITORY
The application will connect to a DB2 database for data required for developing
the Knowledge base parameters and rules/constraints for the four lines of
businesses. This DB2 database will be developed as part of the RSM project.
This database will have tables populated from various sources.
CUSTOM "PLUG INS":
"Plug Ins" is additional functional piece of program written in JAVA language,
which is referred to the Ace Enterprise server as an external entity. These
"plug in" components are executed on the server only.
o Generic data retrieval "plug in" needs to be developed to fulfill all
FFIC Runtime Database search requirements. This piece of program is
developed and integrated by FFIC.
The rest of the "plug in"
o Quote Lock "plug in."
o Search ability required across quote cart container and quote
container.
o Copy quote functionality needs a plug-ins / stored procedure to be
developed.
BACK END SYSTEM INTEGRATION
No Back End integration is required in this Phase as we are not integrating
into any legacy systems. The data, which is part of the RSM system, are part of
the DB2 Quote repository, in a meta data format, is available for FFIC for any
further process they may seem appropriate. No interface with any FFIC
systems/applications are required for the Pilot phase.
OUTPUT REPORTS
Segmentals for all the policies accepted needs to be generated as reports in
HTML format and an output of them will be stored in a PDF format as a blob
field in a DB2 database. Support will be
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34
RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
provided to extract information from the meta data to monitor the pilot risk
assessments and for model verification.
FACTORS AFFECTING DEVELOPMENT
ASSUMPTION, CONSTRAINTS, AND DEPENDENCIES
The purpose of this section is to document internal and external factors that
will affect the project plan and its execution. Proper steps will be taken to
ensure that all assumptions are fulfilled, dependencies addressed and that
expectations are properly set that take into account the project's constraints.
ASSUMPTIONS
Selectica assumes that FFIC will be available to assist with all the service
knowledge required to deliver the scope of work defined in this document.
Selectica will provide access to the software components produced by Selectica
required during the engagement. Selectica also assumes that FFIC will provide
any other hardware or software required to successfully execute this project.
Selectica also assumes that FFIC will make available all related documentation
and any associated resources, throughout the course of this engagement, and
that FFIC management will provide timely decisions, essential for the
completion of the deliverables on time.
Software:
o ACE Enterprise, Ace Quote Server, Ace Studio and ACE Enterprise
Manager software
o Windows NT 4.0 (with service pack 4), HTTP server (IIS)
o Servlet engine (JRUN 1.2.2)
o DB2
Hardware (for development) may include but is not limited to:
o 1 server to host the http server, and the ACE Enterprise server.
Hardware (for production) may include but is not limited to:
o 1 server to host the http server, and the ACE Enterprise server.
To ensure that the application will be deployed on the AIX platform Selectica
requires FFIC to provide the deployment hardware at their premises at San ▇▇▇▇
at least 3 months prior to the actual deployment, i.e.: latest by 31/09/99.
Selectica also assumes that FFIC will provide resources for the creative design,
navigation and flow and content of the RSM application HTML pages. Selectica
will assist in the review and adaptation of these HTML templates to the RSM
knowledge base and engine.
CONSTRAINT
The functionality mentioned in the deliverables will have to either work within
or work around the limitations of the environment. These include browser
capabilities, product capabilities, interface capabilities etc. Selectica
suggests that the testing environment be restricted to Netscape 4.x and
Internet Explorer 4.x (JavaScript 1.2 compliant versions only) on Windows NT,
95 and 98 platforms.
DEPENDENCIES
In order for the development process to be successful, Selectica personnel will
work closely with FFIC personnel during the complete period of engagement.
Logistically, most of the development work is envisioned at FFIC premises.
Other tasks such as but not limited to engineering development, UDF /
plug-in development, application and navigation flow design and reviews may be
done at Selectica premises as necessary. The complete project will be deployed
at FFIC hosting facility, currently targeted in Novato, California or Phoenix,
Arizona.
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
CHANGE CONTROL PROCEDURES
Final design or user-interface changes, if any, will need to be made early in
the project. In order to meet the achieved delivery date of this project, we do
not expect any scope changes during the engagement. If there is a valid business
need for a scope change, then a written change request will be required. Change
requirements will be considered outside the scope of this project/proposal and
will be reviewed during or after the project has been completed. All changes to
scope will be communicated in the change request form - See Exhibit A.
PROPOSAL
DELIVERABLE
The Selectica consulting deliverable for the first phases engagement is:
1. Design and creation of RSM features and compatibility database
2. Design and co-development of RSM knowledge base
3. Design and co-development of RSM HTML pages
4. Selectica-tagged HTML application pages
5. Selectica agrees to install their ACE Product suite on the planned AIX
production machine as part of these billed tasks. This task will be
completed after the October 15th, 1999, planned implementation date.
APPLICATION DEVELOPMENT SERVICES
Selectica will provide the implementation services to design RSM application and
compatibility database, co-develop its knowledge base, co-design/develop HTML
pages, and co-tag the application HTML templates, and test and deploy the
application. Selectica envisions an initial 5-10 person-days effort to help
FFIC create the detailed requirements and functional specification for FFIC.
Selectica expects that FFIC and its creative content team are present,
available and participating in this specification process. Selectica also
expects that this team reviews and approves the specification and schedule
before actual design and implementation activity start.
EFFORT ESTIMATE & WORK PLAN
The go-live date for the pilot of Phase I is scheduled for the October 18th
1999. The detailed efforts are scheduled from August 2nd 1999 to October 18th
1999. Refer to the detailed project plan for further detail.
MILESTONES
Selectica schedule milestones will be based on the Commencement Date as stated
in the Schedule. The milestones are spread over a 3 month timeframe, sequenced
roughly as follows:
- Assessment results approved currently scheduled for August 16th 1999.
- Project commencement is Scheduled for August 2nd 1999.
- Functional specification review and approval by August 16th 1999.
- User Interface review and approval within August 16th 1999
TRAINING
Throughout the term of this effort Selectica will train FFIC Team members and
the system administrator as per the Exhibit B. The FFIC team members will be
developing the "KBS", the HTML GUI and the Database and advanced knowledge will
be transferred during the process of joint Selectica/FFIC development.
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
PROJECT RESPONSIBILITIES AND RESOURCES PROFILE
Selectica anticipates 1-project manager/business analysts and 4-6 consulting
engineers for the duration of the project.
FFIC's project manager will be responsible for the overall project deliverable
management. The Selectica project manager will primarily report to FFIC project
manager. The FFIC project manager will be responsible for project documentation
such as (but not limited to) specifications, designs, plans, scope, and
schematics. The project managers will create and maintain the project plan, and
communicate project status and plan variances to affected and interested
parties. The FFIC project manager will coordinate with FFIC management and
project team members. The project managers will arrange and seek reviews and
approvals as scheduled and defined in the project plan. The project managers
will also be responsible for dissemination of all information, status and call
reports, change management and scheduling quality audits. The business analyst
will be responsible for all functional specifications and requirements analysis
documents. Selectica's team members and FFIC's team members will be responsible
for design, implementation and testing of RSM and related database and
knowledge-base, user interface and site integration and deployment activities.
FFIC RESPONSIBILITIES & DELIVERABLES
FFIC is responsible for the final deployment success of the configuration
application to the user community. Selectica can best assist in this endeavor
by providing the appropriate personnel to provide timely information, review
and testing of the application, In particular:
o Appoint a FFIC project manager for this engagement. The project manager
will be the central point of contact for Selectica for all product,
schedule and resource-related issues, reviews, and decision making. The
project manager is also responsible to provide access to and time with
personnel with critical product and selling knowledge.
o Participate in the functional specification and requirements analysis and
provide timely review and approval.
o Assemble a user team to review all designs and flows for FFIC. The users
are in the best position to evaluate what works for them. This team would
be responsible for timely reviews and acceptances of all deliverables.
o Provide graphic and web designers to create the HTML template for FFIC.
Selectica expects to work closely with this team during this process to
ensure that the application being developed and the flow meets Selectica's
requirements and adheres to the standards and best practices encouraged for
Selectica's deployments. FFIC's responsibilities in the design and
development include:
o Develop the HTML templates for the application.
o Develop the knowledge-base.
o Develop any copy, help-text and help-system and any graphic elements
and databases.
o Provide engineers to help design and implement the knowledge base as
identified in Exhibit B.
o Provide a test team to create functional and acceptance test plans, test
scenarios and then perform acceptance and final testing.
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
APPLICATION ACCEPTANCE PERIOD & CRITERIA
The FFIC TMM RSM business unit manager (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) will base application
acceptance upon approval of those requirements listed in Exhibit C with a
priority of "HIGH" (the "Acceptance Criteria"). These requirements will be
deemed to be critical or "show stoppers". Requirements with a priority of
"MEDIUM" or "LOW" are not mandatory for acceptance. Any scope changes requested
during the application development period are not subject to be part of the
application acceptance.
The acceptance period schedule will be:
ACTIVITY DATE
Start of Acceptance test 10/04/99
End of Acceptance test 10/08/99
Last date to report any 10/08/99
problems to SELECTICA
All 'High' Priority repairs 10/12/99
complete
Start Final Testing 10/13/99
End Final Testing 10/14/99
Decision on Acceptance 10/15/99
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
EXHIBIT A CHANGE REQUEST FORM
CHANGE REQUEST SUMMARY
Date Summary of Change Reason for Change
-------------------------------------------------------------------------------------------------------------------
September 8,
1999
-------------------------------------------------------------------------------------------------------------------
CHANGE REQUEST
-------------------------------------------------------------------------------------------------------------------
(attach complete specification as necessary)
-------------------------------------------------------------------------------------------------------------------
CHANGE IMPACT ANALYSIS
-------------------------------------------------------------------------------------------------------------------
(attach engineering response as necessary)
-------------------------------------------------------------------------------------------------------------------
IMPACT RATING --------------------------------------------------------------------------------
AREAS IMPACTED
DIFFICULTY FACTOR: --------------------------------------------------------------------------------
(High, Medium, Low) [X] Area (check all that apply) Owner Due Date
--------------------------------------------------------------------------------
[ ] KBS Development
--------------------------------------------------------------------------------
[ ] GUI Development
--------------------------------------------------------------------------------
[ ] Quote Development
--------------------------------------------------------------------------------
[ ] Output/Reports Development
--------------------------------------------------------------------------------
NOTES: [ ] Database Connectivity
--------------------------------------------------------------------------------
[ ] Backend Interfaces
--------------------------------------------------------------------------------
[ ] Front-end Interfaces
--------------------------------------------------------------------------------
[ ] Security Development
--------------------------------------------------------------------------------
[ ] Online Help Development
RELEVANCY TO OBJECTIVE: --------------------------------------------------------------------------------
[ ] Deployment
--------------------------------------------------------------------------------
[ ] Engineering Gap
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
CHANGE IMPACT APPROVAL
-------------------------------------------------------------------------------------------------------------------
This form must be filled out and signed for each customer change request. A Selectica Project Manager's signature
does not indicate a guarantee that the change request will be implemented. All change requests should be added to
the project plan to determine anticipated impacts. Anticipated impacts should be stated in the section above. The
signature below represents authorization by the customer to complete the work required.
------------------------------ ------------------------------
-------------------------------------------------------------------------------------------------------------------
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
-------------------------------------------------------------------------------
Selectica Inc., Project Manager Client Project Manager
-------------------------------------------------------------------------------
EXHIBIT B Resource Profile
FIREMAN'S FUND TEAM
ENGAGEMENT MANAGEMENT
▇▇▇▇▇▇▇ ▇▇▇▇▇
PROJECT MANAGEMENT
▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
BUSINESS ANALYST/DEVELOPERS
▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
METHODOLOGY
▇▇▇▇▇ ▇▇▇▇▇
QUALITY ASSURANCE
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
ARCHITECTURE
▇▇▇▇▇ Courier
SYSTEM ADMINISTRATOR
Louis Kullesied
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
SELECTICA TEAM
ENGAGEMENT MANAGEMENT
▇▇▇▇▇▇ ▇▇▇▇▇▇
PROJECT MANAGEMENT
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
ENGINEERING
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
BUSINESS ANALYST/DEVELOPERS
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
SYSTEM ADMINISTRATOR
▇▇▇▇▇▇▇ ▇▇▇
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RSM PROPOSAL PREPARED FOR FIREMEN'S FUND INSURANCE COMPANY
EXHIBIT C REQUIREMENTS LIST
GENERAL REQUIREMENTS
-----------------------------------------------------------------------------------------------------------------------
REQUIREMENT DESCRIPTION PRIORITY RELEASE
-----------------------------------------------------------------------------------------------------------------------
KEY FUNCTIONS
-----------------------------------------------------------------------------------------------------------------------
1. Interface to producer database Define interface to a producer TBD Future
database that can capture producer
code based on producer name.
-----------------------------------------------------------------------------------------------------------------------
2. Provide data storage in DB2/UDB. Store RSM Tables and account HIGH October
Documentation in DB2/UDB format
-----------------------------------------------------------------------------------------------------------------------
3. Provide user maintainable parameters Provide user maintainable HIGH October
method for maintenance of and
changes to parameter values
-----------------------------------------------------------------------------------------------------------------------
4. Risk evaluation document medium Display Risk Score Model HIGH October
Documentation using HTML
-----------------------------------------------------------------------------------------------------------------------
5. Create and display Risk Scoring Provide the ability to create and HIGH October
Documentation display Risk Scoring Documentation
(RQA, etc.)
-----------------------------------------------------------------------------------------------------------------------
6. RSM shall support 4 lines of business Support 4 lines of business: HIGH October
General Liability, Auto, Workers
Compensation, and Property.
-----------------------------------------------------------------------------------------------------------------------
7. Automate look-up of data Values and Automate look-up of data Values HIGH October
data Relationships and data Relationships
-----------------------------------------------------------------------------------------------------------------------
8. Maintain the single model version for all All users will have same HIGH October
users for both production and training production version of the RSM
(HTML, Knowledgebase and
reference data)
-----------------------------------------------------------------------------------------------------------------------
9. Provide Partial key search Provide partial key search for the TBD Future
customer name filter
-----------------------------------------------------------------------------------------------------------------------
10. Provide Management Reports Provide Management Reports TBD Future
-----------------------------------------------------------------------------------------------------------------------
11. Provide ad-hoc reports Provide ad-hoc reports LOW October
-----------------------------------------------------------------------------------------------------------------------
12. Provide for the downloading of Account Account information shall be TBD Future
Information downloaded from FFIC Sources
based on the information entered
by the user
-----------------------------------------------------------------------------------------------------------------------
13. Notify user if invalid data is entered Validations shall be performed MEDIUM October
on all data inputs to the Risk
Score Model
-----------------------------------------------------------------------------------------------------------------------
SELECTICA, INC. CONFIDENTIAL
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
--------------------------------------------------------------------------------------------------------
14. Provide for user maintained questions Format and structure questions HIGH October
and answers shall be such that changes to
text, answer format, and quantity
of questions do not involve any
redesigning
--------------------------------------------------------------------------------------------------------
15. Record all data entered Record RSM session in relational HIGH Future
data store
--------------------------------------------------------------------------------------------------------
16. Display Account Information Display the account information HIGH October
including office, region, lines of
coverage, and D&B number
--------------------------------------------------------------------------------------------------------
17. Provide storage and retrieval of Provide segmental automobile, MEDIUM October
segmental auto, GL, Property and WC General Liability, Property and
rating and RQA Forms Workers Compensation rating
and RQA forms
--------------------------------------------------------------------------------------------------------
18. Provide search capability Provide capability to search for MEDIUM October
prior entered Risk Assessments
by Customer
--------------------------------------------------------------------------------------------------------
19. Uniform & consistent formats will be Provide consistent data entry for HIGH October
used for data entry field formats, consistency of field
edits and consistency of data
presentation within all screen in
the Risk Score Model
--------------------------------------------------------------------------------------------------------
20. Provide only one data entry field for Provide only one data entry field HIGH October
each data element for each data element
--------------------------------------------------------------------------------------------------------
21. Capture all user entered data All data to be stored in DB2 HIGH October
database
--------------------------------------------------------------------------------------------------------
22. Evaluate New and Renewal policies Provide ability to process both HIGH October
New and Renewal policies
KBS
--------------------------------------------------------------------------------------------------------
23. Synchronization and data integrity System shall have the ability to MEDIUM October
synchronize and ensure data
integrity
--------------------------------------------------------------------------------------------------------
24. Provide system management tool to Provide management of system MEDIUM October
manage ACE components configuration administration for
remote locations
--------------------------------------------------------------------------------------------------------
25. Provide Launching of RSM application Launch RSM application via a HIGH October
bookmark or URL
--------------------------------------------------------------------------------------------------------
26. ACE Enterprise and KBS shall be used Selectica's ACE Enterprise shall HIGH October
for risk evaluation use the KBS rules to evaluate
the risk as defined in the TMM
Account Model
--------------------------------------------------------------------------------------------------------
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RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
RISK EVALUATION ASSESSMENT
-------------------------------------------------------------------------------------------------------
27. Provide capping for incurred losses Provide capability to cap incurred HIGH October
losses for each risk assessment
-------------------------------------------------------------------------------------------------------
28. Support Worker's Comp codes per TMM Support Worker's Comp codes HIGH October
Account Model per TMM Account Model
-------------------------------------------------------------------------------------------------------
29. RSM to access Dun and Bradstreet RSM to access Dun and HIGH October
information for each risk. Bradstreet information for each
risk
-------------------------------------------------------------------------------------------------------
30. Provide search capability based on Dun Provide search capability based HIGH October
and Bradstreet name on Dun and Bradstreet name
-------------------------------------------------------------------------------------------------------
RISK EVALUATION DECLINATIONS
-------------------------------------------------------------------------------------------------------
31. Generate Declination Messages in Provide a full set of declination MEDIUM October
override process Messages on override of model
assessment.
-------------------------------------------------------------------------------------------------------
32. Display Account Summary Screen For all assessments the account HIGH October
summary screen will be displayed.
Any navigation from the screen
will be by user choice
-------------------------------------------------------------------------------------------------------
33. Generate Declination letter Generate a declination (form?) or TBD Future
reject (is this the same as
declination) form(?)
-------------------------------------------------------------------------------------------------------
34. Provide User Override for Declinations If Declined, the user can override HIGH October
the declination
-------------------------------------------------------------------------------------------------------
35. Display Declination Details If operations has declined based HIGH October
on score, the declination details
are displayed first:
completed forms are displayed to
the user for modification -
second: identify and display
complete credit structure by line,
with range of acceptable credits
and lines which are declined or
not quoted
-------------------------------------------------------------------------------------------------------
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44
RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
--------------------------------------------------------------------------------------------
RISK EVALUATION KEY FUNCTIONS
--------------------------------------------------------------------------------------------
36. Record the edit/update history Develop an access/update TBD Future
for each evaluation document history to identify the owner
of an evaluation and other
associated parties; their roles,
and who created and/or updated
an evaluation.
--------------------------------------------------------------------------------------------
37. Display Evaluation Results Display risk evaluation results HIGH October
for and for overall risk
assessment
--------------------------------------------------------------------------------------------
38. Perform risk evaluation Perform Risk Evaluation on HIGH October
individual Line Of Business
and for total account
--------------------------------------------------------------------------------------------
39. Provide SIC Search capability Search SIC reference dB at HIGH October
industry level.
--------------------------------------------------------------------------------------------
40. Select a Writing Company Select a writing company based HIGH October
on the risk quality and
headquarter state
--------------------------------------------------------------------------------------------
41. Display user's answers to Risk Display the answers to questions HIGH October
Qualification questions answered by the user to the
qualification questions
--------------------------------------------------------------------------------------------
42. Provide Quoter Access Support archive from, and TBD Future
retrieval to, Quoter after
verifying the authority of the
user executing the commands.
--------------------------------------------------------------------------------------------
43. Restriction of Quoter Quoter Access shall be restricted HIGH October
Access To System Administrators.
--------------------------------------------------------------------------------------------
44. Provide delete Support delete function for MEDIUM October
function for Quoter evaluations in Quoter
--------------------------------------------------------------------------------------------
45. Calculate company deviation Select pricing level for each HIGH October
by Line of Business individual Line Of Business
based on determined company
selection.
--------------------------------------------------------------------------------------------
46. Calculate credits and debits Calculate segmental Credits and HIGH October
segmental Debits at the
segmental Category and
headquarter State level and
display limits for each state.
--------------------------------------------------------------------------------------------
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45
RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
-------------------------------------------------------------------------------------------------------
47. Perform iterative scoring and calculations Perform iterative scoring and HIGH October
calculations that change with
user input
-------------------------------------------------------------------------------------------------------
48. Define Max Years for Loss Analysis The maximum number of years to MEDIUM October
be used in/for the Loss
analysis shall be 10
-------------------------------------------------------------------------------------------------------
49. Produce SNAP and segmental Produce different SNAP HIGH October
documentation forms. and segmental documentation.
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
DATA MINING AND STORAGE
-------------------------------------------------------------------------------------------------------
50. Provide Data Storage from each Risk All valid and invalid policies HIGH October
Scoring session entered into the Risk Score
Model shall be stored.
-------------------------------------------------------------------------------------------------------
51. Retain data for 120 days Retain data for 120 days before HIGH October
automatically locking risk
assessment
-------------------------------------------------------------------------------------------------------
52. Provide Data Mining Interface for An interface shall be developed HIGH October
Profit analysis for the purpose of data extraction
to provide data to perform data
mining analysis
-------------------------------------------------------------------------------------------------------
DATA REFERENCE AND SUPPORT
-------------------------------------------------------------------------------------------------------
53. Build Reference Databases IT and Business shall build the HIGH October
RSM reference databases in
accordance with the schema.
-------------------------------------------------------------------------------------------------------
54. Identify Reference Data The sources of reference data HIGH October
will be identified per schema of
the data prototype
-------------------------------------------------------------------------------------------------------
55. Prevent display of internally stored Prevent display of internally MEDIUM October
parameter values stored parameter values
-------------------------------------------------------------------------------------------------------
GUI
-------------------------------------------------------------------------------------------------------
56. The Critical screen flow needs to be The critical screen navigation HIGH October
established and documented. needs to be finalized and
documented and then made
available to training.
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
SYSTEM ACCESS
-------------------------------------------------------------------------------------------------------
57. Develop Firewall pass-through Access of RSM through Firewall TBD Future
shall occur
-------------------------------------------------------------------------------------------------------
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46
RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
--------------------------------------------------------------------------------------------
USER AUTHORIZATION AND ACCESS
--------------------------------------------------------------------------------------------
58. Provide User Authentication User Access shall be HIGH October
authenticated through Client
logon or Portal.
--------------------------------------------------------------------------------------------
59. Provide access to RSM to internal Provide access to RSM to HIGH October
FFIC employees at TMM FFIC internal to FFIC Locations or
Locations or through a modem external via a modem.
--------------------------------------------------------------------------------------------
60. Provide access to TMM RSM to users Provide access to RSM users TBD Future
external to FFIC Locations external* to FFIC TMM Locations
(Producers)
--------------------------------------------------------------------------------------------
61. Provide access to General Public Insurance buyers from the TBD Future
general public shall have access
through the internet.
--------------------------------------------------------------------------------------------
62. Provide access to FFIC licensed FFIC licensed producers shall TBD Future
Producers gain access to the model
through one of two facilities:
1: an extra-net 2: the corporate
web site
--------------------------------------------------------------------------------------------
63. Selectica shall verify user access The user ID is passed as a HIGH October
to RSM string to Selectica to validate
the user has access to the Risk
Score Model
--------------------------------------------------------------------------------------------
EXCEPTIONS
--------------------------------------------------------------------------------------------
64. Exception Identification/Handling Identify and handle exceptions MEDIUM October
consistent with the TMM Account
Model.
--------------------------------------------------------------------------------------------
65. Notify user of undesirable or Notify user of undesirable or MEDIUM October
exception accounts exception accounts when first
identified by the RSM
--------------------------------------------------------------------------------------------
66. Notify user if LOB or Account is Notify user if LOB or Account MEDIUM October
outside of Underwriting Appetite is outside of underwriting
appetite
--------------------------------------------------------------------------------------------
67. Record Exceptional Conditions Provide flexible responses to MEDIUM October
user input to ensure additional
information is recorded on
accounts with exceptional
conditions
--------------------------------------------------------------------------------------------
68. Provide multiple navigation paths Provide multiple navigation HIGH October
paths (and flexible use of
screens) based on user input
--------------------------------------------------------------------------------------------
HELP KEY FUNCTIONS
--------------------------------------------------------------------------------------------
69. Provide page sensitive filed Help Provide on-line Help for each HIGH October
page which may include Tips,
Suggestions, "How to..", Work
Flow and Application Overviews,
and a Glossary
--------------------------------------------------------------------------------------------
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47
RSM PROPOSAL PREPARED FOR FIREMAN'S FUND INSURANCE COMPANY
- Page 19 -