SERVICES AGREEMENT by and among BRW ACQUISITION, INC. and FIREMARK PARTNERS, LLC JULY 24, 2002
Exhibit
10.2
by
and among
BRW
ACQUISITION, INC.
and
FIREMARK
PARTNERS, LLC
JULY
24, 2002
Confidential 7/24/02
Page
1
Table
of Contents
1 SERVICES
AGREEMENT..............................................................................................
5
2 NEW
PROCESS
DEVELOPMENT..............................................................................
6
2.1 Timeframe...............................................................................................................
6
2.2 New-Process
Details............................................................................................
6
2.3 Deliverables..........................................................................................................
6
2.4 Project
Plan...........................................................................................................
6
3 DRAGON
IMPLEMENTATION.................................................................................
8
3.1 Deliverables.........................................................................................................
8
3.2 License
and Support
Terms..............................................................................
9
4 DRAGON
PILOT DEVELOPMENT PHASE.........................................................
10
4.1 Timeframe...........................................................................................................
10
4.2 Deliverables.......................................................................................................
10
4.3 Acceptance
Criteria..........................................................................................
10
5 DRAGON
LICENSE
PHASE.....................................................................................
12
5.1 Timeframe...........................................................................................................
12
5.2 Pilot
Process......................................................................................................
12
5.2.1 Timeframe..................................................................................................
12
5.2.2 Pilot
Process
Plan...................................................................................
12
5.2.3 Pilot
Acceptance
Criteria......................................................................
12
5.3 Additional
Development
Process..................................................................
13
5.3.1 Timeframe..................................................................................................
13
5.3.2 Deliverables..............................................................................................
13
5.3.3 Project
Plan..............................................................................................
13
5.3.4 Acceptance
Criteria................................................................................
14
5.4 Operation
Process............................................................................................
14
5.4.1 Responsibilities........................................................................................
14
6 STRATEGIC
SERVICES..........................................................................................
15
7 Consideration
and
Miscellaneous...........................................................................
16
7.1 New
Process Development
Phase.................................................................
16
7.2 Dragon
Pilot Development
Phase..................................................................
16
7.3 Dragon
License
Phase.....................................................................................
17
7.4 Strategic
Services.............................................................................................
18
7.5 Equity
& Other
Considerations......................................................................
18
7.6 Other
Payment
Details......................................................................................
21
7.6.1 Timing.........................................................................................................
21
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2
7.6.2 Taxes..........................................................................................................
21
7.7 Termination.......................................................................................................
22
7.8 Miscellaneous...................................................................................................
22
7.8.1 Relationship
of
Parties...........................................................................
22
7.8.2 Taxes
and
Benefits...................................................................................
22
7.8.3 Ownership
of Intellectual
Property......................................................
23
7.8.4 Confidentiality.........................................................................................
23
7.8.5 Warranty....................................................................................................
24
7.8.6 Indemnity...................................................................................................
24
7.8.7 Disclaimer
and Limitation of Liability................................................
25
7.8.8 Limitation
Period.....................................................................................
25
7.8.9 General.......................................................................................................
25
8 EXHIBIT
3-A: NEW-PROCESS PROJECT PLAN..............................................
29
9 Exhibit
4-A: Software License
Terms......................................................................
30
9.1 Software
Definition............................................................................................
30
9.2 License
Grant......................................................................................................
30
9.3 License
Restrictions..........................................................................................
30
9.4 Termination
Rights............................................................................................
30
9.5 Warranties,
Disclaimer and
Limitations..........................................................
31
9.5.1 Warranties..................................................................................................
31
9.5.2 Disclaimer..................................................................................................
31
9.5.3 Remedies
on Breach of Warranty...........................................................
31
9.6 Infringement
Indemnity....................................................................................
31
9.7 Export
Controls and Restricted
Rights.......................................................... 32
9.7.1 Export
Controls........................................................................................
32
9.7.2 Restricted
Rights......................................................................................
32
9.8 Escrow................................................................................................................
32
10 EXHIBIT
4-B: MAINTENANCE AND SUPPORT TERMS...............................
34
10.1 Maintenance....................................................................................................
34
10.1.1 FireMark
Requirements........................................................................
34
10.1.2 BWIG
Requirements...............................................................................
34
10.1.3 Penalties..................................................................................................
35
10.2 Support.............................................................................................................
35
10.2.1 Includes....................................................................................................
35
10.2.2 Excludes...................................................................................................
35
10.3 Support
Descriptions......................................................................................
36
10.3.1 Dragon
Technical
Support...................................................................
36
10.3.2 Software
Support....................................................................................
36
10.3.3 Training....................................................................................................
36
10.3.4 Error
Reporting.......................................................................................
36
10.3.5 Error
Tracking and
Triage....................................................................
37
10.4 Support
Coverage.............................................................................................
37
10.5 Response
time...................................................................................................
37
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3
10.6 Customer
Feedback...............................................................................................
38
10.7 Timeline...................................................................................................................
38
11 EXHIBIT
5-A: PILOT DEVELOPMENT PHASE DELIVERABLES......................
39
11.1 A
Deliverables........................................................................................................
39
11.2 B
Deliverables.........................................................................................................
39
12 EXHIBIT
5-B: PILOT DEVELOPMENT PHASE ACCEPTANCE CRITERIA..... 43
12.1 TRANSACTION
ACCEPTANCE........................................................................
43
12.2 PERFORMANCE
ACCEPTANCE.......................................................................
43
12.3 OPERATING
INFRASTRUCTURE TEST..........................................................
44
13 EXHIBIT
6-A: PILOT PROCESS
PLAN....................................................................
45
14 Exhibit
6-B: Additional Development Process
Deliverables.................................... 46
15 Exhibit
6-C: Example
Deliverables................................................................................
51
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4
This
Agreement (“Services Agreement”) is made the last date of execution (the
“Effective Date”) hereunder by and among BRW Acquisition, Inc. a Delaware
Corporation as the parent company of Insurance Data Systems, G.P. (“IDS”), a
Florida general partner with its principal office located in Davie, Florida,
collectively referred to as the Bristol West Insurance Group (“BWIG”), and
FireMark Partners, LLC (“FireMark”), a Delaware limited liability company with
its principal office located in Newton, Massachusetts.
WHEREAS,
BWIG underwrites non-standard
private passenger automobile insurance;
WHEREAS,
IDS provides certain IT-related services to BWIG;
WHEREAS,
FireMark provides business process restructuring services and related technology
solutions to improve the profitability of insurance books of insurance business;
and
WHEREAS,
BWIG desires to engage the services of FireMark to improve its operating
performance.
NOWTHEREFORE,
in consideration of the mutual covenants contained herein BWIG and FireMark
agree as set forth herein.
BWIG
and
FireMark agree that FireMark shall perform the following services for BWIG,
as
more fully described hereinafter:
| 1. |
New
Process Development -
Develop new business processes for BWIG from time to time based on
mutual
agreement with BWIG, that are intended to reduce costs, increase
service
quality or increase efficiencies for
BWIG.
|
| 2. |
Dragon
Implementation
-
Develop, install and support a customized version of the OneShield
DragonTM
system (as described in the Dragon Description as defined below,
the
“Dragon System” or “Dragon”) at
BWIG.
|
| 3. |
Custom
Development
-
Develop custom software applications for BWIG from time to time,
based on
mutual agreement with BWIG
management.
|
| 4. |
Strategic
Services
-
Provide strategic services from time to time, based on mutual agreement
with BWIG management.
|
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New
versions of the following business processes shall be developed:
Policy
Processing
- All
activities relating to the transactions that occur in the life of any insurance
policy in the absence of a claim, i.e. everything from the initial quote to
the
final cancellation or expiration and non-renewal, which includes policies that
are reinstated with a lapse or rewritten after a cancellation.
| 2.1 |
Timeframe
|
The
New
Process Development shall begin on the Effective Date.
| 2.2 |
New-Process
Details
|
Each
new-process definition shall be contain at least the following
components:
| 1. |
Definition
each step in the workflow necessary to conduct each business
process.
|
| 2. |
Definition
of all inputs into each step
|
| 3. |
Estimates
of the cost and time involved in the
step
|
| 4. |
The
algorithm/business rules implicit in the execution of the step, if
applicable.
|
| 5. |
Definition
of all outputs from the step
|
| 6. |
If
one or more computer applications is involved in the step, a definition
of
the specific screens or components
involved.
|
| 7. |
If
one or more paper forms is involved in the step, a definition of
the forms
involved.
|
| 2.3 |
Deliverables
|
For
each
New Process developed under this section of the Services Agreement, the
deliverable shall consist of a workflow diagram and associated documents
necessary to define the results of this development as specified in Section
2.2
above.
| 2.4 |
Project
Plan
|
A
Project
Plan for the new-process development services to be furnished by FireMark under
this Services Agreement is set forth in Exhibit 3-A. FireMark
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will
furnish all subsequent new-process developments not covered by this Project
Plan, as mutually agreed upon in future between the parties to this Services
Agreement.
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In
order
to implement the new processes developed under Section 2 of this Services
Agreement, the following steps shall occur:
| · |
Dragon
Pilot Development Phase
(Core Functionality) - where FireMark develops a limited-functionality
version of OneShield Dragon for BWIG to test on a pilot
basis.
|
| · |
Dragon
License Phase
-
which in turn consists of the following
processes:
|
| (a) |
Dragon
Pilot Process
(Core Functionality) - where BWIG tests the Dragon version prepared
in the
Dragon Pilot Development Phase above, on a pilot basis in one
state.
|
| (b) |
Additional
Development Process
(Core/Non-core Functionality) - where FireMark develops a
▇▇▇▇▇▇-functionality version of Dragon for BWIG while the limited
version
is being piloted. Core/Non-core Functionality shall be as referred
to in
Exhibit 6-B.
|
| (c) |
Operation
Process
-
where, if BWIG determines that the pilot has been successful, it
elects to
deploy the full version of Dragon company-wide and then operates
it on an
ongoing basis.
|
Note:
A high-level description of the (unmodified base-level) OneShield Dragon
TM system Version 2.0, which will form the basis of all Dragon
development for BWIG, is contained in the document entitled “OneShield
Technology Description 2002.pdf” (as it may be modified or superceded
during the Additional Development Process or any other services furnished under
this Services Agreement, the “Dragon Description”) which has been provided to
BWIG and is incorporated herein by this reference.
The
customized version of the OneShield Dragon system licensed to BWIG shall be
termed the “BWIG Dragon System”
| 3.1 |
Deliverables
|
Both
parties agree that the following process shall be followed upon the issuance
of
any and all deliverables (where applicable):
| · |
FireMark
will prototype the deliverable's functional pieces (transactions)
and
document such.
|
| · |
The
deliverable's functional pieces shall be presented to BWIG for their
review.
|
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| · |
If,
during the course of BWIG's review, BWIG determines that the system
is not
functioning properly, said issue shall be timely noted and reported
back
to FireMark.
|
| · |
Upon
notification from BWIG, FireMark shall fix any outstanding issue,
re-document such, and re-present corrected deliverable to BWIG for
their
approval.
|
| · |
This
process shall be repeated until the deliverable functions to Bristol's
acceptance.
|
| · |
Should
FireMark fail to correct any deliverable in a reasonable time and
per
BWIG's specifications, BWIG shall have the option of terminating
this
agreement.
|
| 3.2 |
License
and Support Terms
|
In
addition to the terms of this Services Agreement, the Software License Terms
(attached hereto as Exhibit 4-A and incorporated herein by this reference)
shall
apply to the license of the BWIG Dragon System from the start of the Dragon
Implementation Phase to the expiration or termination of this Services
Agreement.
The
terms
of FireMark’s Support of the BWIG Dragon System are described in the Maintenance
and Support Terms (attached hereto as Exhibit 4-B and incorporated herein by
this reference).
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| 4 |
DRAGON
PILOT DEVELOPMENT PHASE
|
This
phase is intended for the development of a limited-demonstration version of
the
OneShield DragonTM
system
for BWIG for one state in which BWIG does business.
| 4.1 |
Timeframe
|
The
Pilot
Development Phase shall begin immediately on the Effective Date. It is currently
scheduled to last no longer than 90 days and may be extended as mutually
acceptable to both parties.
| 4.2 |
Deliverables
|
The
Development Phase Deliverables are specified in Exhibit 5-A.
No
later than the Effective Date, BWIG shall identify the state for which the
Pilot
Process (see Section 5 below) will be conducted.
BWIG
is required to finalize and approve the list of deliverables contained in
Exhibit 5-A no later than 30 days from the Effective Date.
In
addition to Exhibit 5-B, the process indicated in Section 3.1 shall apply to
the
issuance of any and all deliverables.
| 4.3 |
Acceptance
Criteria
|
The
purpose of this Phase is to allow BWIG to determine on a bounded-cost basis,
whether the BWIG Dragon system developed by the end of this Phase substantially
meets the needs of BWIG with respect to a client software interface for its
brokers and agents, and whether its internal customer-service and underwriting
employees also have access to substantially the same functionality as this
broker/agent interface.
The
specific criteria used to determine whether or not the deliverables of this
Pilot Development Phase are acceptable, and consequently the Phase is considered
successful, shall be based upon the approval of BWIG upon the completion and
delivery of both the A and B deliverables.
FireMark
will notify BWIG at such time or times that the A deliverables are available
to
be tested, and both parties will agree on a mutually convenient
Confidential 7/24/02
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place
and
time for this test to occur, but in no instance later than 2 weeks following
such notice.
FireMark
will notify BWIG at such time or times that the A deliverables and the B
deliverables are available to be tested, and both parties will agree on a
mutually convenient place and time for this test to occur, but in no instance
later than 2 weeks following such notice. If the BWIG Dragon System performs
to
BWIG's satisfaction and to the full Pilot Development Phase Acceptance Criteria
(referred to above), BWIG will certify to this in writing and, the Pilot
Development Phase will end and the License Phase shall begin immediately.
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| 5 |
DRAGON
LICENSE PHASE
|
The
Dragon License Phase shall begin immediately upon successful completion of
the
Development Phase. This Phase shall consist of the following
Processes:
| 1. |
Pilot
Process
-
Test the results of the Development Phase on a pilot basis in one
state
where BWIG does business.
|
| 2. |
Additional
Development Process
-
Conduct the development of those parts of the BWIG Dragon System
that are
necessary or desirable for full deployment at BWIG beyond the pilot
deployment, and consequently were not part of the Pilot Development
Phase.
|
| 3. |
Operation
Process
-
Subsequent to the completion of (1) and (2) above, deploy the BWIG
Dragon
System throughout BWIG’s national customer base and run the system as such
over the remaining period of the License
Phase.
|
| 5.1 |
Timeframe
|
Within
90
days of the completion of the Pilot Development Phase, BWIG shall make a written
determination whether to terminate this Agreement or to continue it. If BWIG
decides to continue this Agreement, the License Phase shall last for 5 years
from the date of such determination, unless otherwise terminated pursuant to
the
terms of this Agreement. If BWIG decides to terminate this Agreement, then
the
License Phase shall also terminate immediately.
| 5.2 |
Pilot
Process
|
The
Pilot
Process is a BWIG activity that begins immediately upon starting the License
Phase. It seeks to test the results of the Development Phase in one state in
which BWIG does business.
| 5.2.1 |
Timeframe
|
The
Pilot
Process shall not last more than 6 months from the beginning of the License
Phase unless extended by the parties to this Services Agreement.
| 5.2.2 |
Pilot
Process Plan
|
The
Pilot
Process Plan is specified in Exhibit 6-A.
| 5.2.3 |
Pilot
Acceptance Criteria
|
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At
the
end of the Pilot Process, the Operation Process will begin immediately and
BWIG
will determine at its sole discretion whether or not it is advisable
to:
| 1. |
Gradually
extend the installation of Dragon through additional states where
BWIG has
operations, until full nationwide deployment is eventually achieved,
or
|
| 2. |
Move
directly to nationwide deployment.
|
Its
decision will be based on the application of the same technical acceptance
criteria at the end of the Pilot Process as were applied at the end of the
Pilot
Development Phase.
| 5.3 |
Additional
Development Process
|
The
Additional Development Process is a FireMark activity that is intended to
complete the software development and customization process that was begun
in
the Pilot Development Phase to allow for nationwide deployment of the BWIG
Dragon System.
| 5.3.1 |
Timeframe
|
This
Process begins as soon as the License Phase begins, and is scheduled to continue
as a background task to the Pilot Process, so that when the Pilot Process is
complete and BWIG decides on a wider rollout of Dragon, the additional
development work necessary to allow this to happen, has been
performed.
In
any
event, the Additional Development Process shall not last more than 6 months
from
the beginning of the License Phase unless extended by the parties to this
Services Agreement.
| 5.3.2 |
Deliverables
|
The
Additional Development Process Deliverables are specified in Exhibit 6-B. All
of
these deliverables are marked “Core” or “Non-Core” to signify that they are
either part of Dragon core functionality, or constitute additional development
to satisfy BWIG-specific requirements. The parties to this Agreement may modify
or add to the Deliverables for this Process upon mutual consent.
The
process indicated in Section 3.1 shall apply to the issuance of any and all
deliverables.
| 5.3.3 |
Project
Plan
|
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The
Additional Development Process Project Plan shall be developed by the two
parties immediately upon commencement of the Pilot phase.
| 5.3.4 |
Acceptance
Criteria
|
The
Additional Development Phase Acceptance Criteria are based on the application
of
the same technical acceptance criteria at the end of the Pilot Process as were
applied at the end of the Pilot Development Phase and shall be
identical
to the Development Phase Acceptance Criteria (Exhibit 5-B) and Section 3.1,
with
the additional provisos:
| 1. |
The
detailed specifications for the new functionality introduced in this
Phase, are in Task #4 of Exhibit 6-B, the corresponding workflows
(and
their related detail spreadsheets) for which Exhibit 6-C is a specimen
in
addition to Task #3 of Exhibit 3-A is necessary to extend the program
beyond the previously selected Pilot Process
state.
|
| 2. |
There
is one additional requirement that relates to desktop rating, i.e.
Exhibit
6-B ▇▇▇▇ #▇▇. Dragon must be able to deliver a non-binding quote
not
utilizing 3rd-party
data sources in a time substantially similar to Raptor, or to the
dominant
third-party rater if Raptor is not available for that
state.
|
FireMark
will notify BWIG at such time or times that it is ready to demonstrate the
success of the Additional Development Phase, and both parties will agree on
a
mutually convenient place and time for this test to occur, but in no instance
later than 2 weeks following such notice. If the BWIG Dragon System performs
in
accordance with the Acceptance Test Criteria, BWIG will certify to this in
writing, the Additional Development Process will be migrated into the Operation
Process.
| 5.4 |
Operation
Process
|
Should
BWIG elect to continue with the contract, the Operation Process begins
immediately upon the successful completion of the Pilot Process and shall
include those portions the Additional Development Process which are accepted
by
BWIG.
| 5.4.1 |
Responsibilities
|
During
the Operation Process, the operational responsibilities of the two parties
under
this contract are specified in Exhibit 4-B.
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| 6 |
STRATEGIC
SERVICES
|
FireMark
will be responsible for conducting analyses and providing strategy suggestions
in various areas of BWIG operations. These activities may include but not be
limited to:
| · |
Analysis
of various company internal
operations
|
| · |
Analysis
of the company’s distribution channels and
end-customers
|
| · |
Collection
of additional data and analysis of data already being
collected
|
| · |
Custom
software development as needed from time to
time
|
All
such
activities will only be carried out with the prior written permission of
BWIG.
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| 7 |
Consideration
and Miscellaneous
|
Consideration
for the services provided by FireMark are specified below:
| 7.1 |
New
Process Development Phase
|
For
all
activities covered by the Project Plan in Exhibit 3-A, FireMark will be
reimbursed for reasonable travel-related expenses, and there will be no further
charge.
For
all
subsequent New Process Development activities not defined in this Project Plan,
FireMark will be reimbursed on a time-and-materials basis at a rate of $1500
per
person-day, as well as for all reasonable travel-related expenses. Any
additional work under this section shall be subject to BWIG's prior written
approval.
| 7.2 |
Dragon
Pilot Development Phase
|
BWIG
shall be responsible for the following payments to FireMark during the Dragon
Pilot Development Phase:
| (a) |
$100,000
immediately upon the Effective
Date.
|
| (b) |
$100,000
30 days after the Effective Date.
|
| (c) |
$150,000
60 days after the Effective Date.
|
| (d) |
$125,000
immediately upon FireMark’s meeting the A Acceptance Criteria for this
Phase as defined above.
|
| (e) |
$125,000
immediately upon FireMark’s meeting the full (i.e. A as well as B)
Acceptance Criteria for this Phase as defined
above.
|
| (f) |
Prompt
reimbursement of FireMark’s reasonable travel-related expenses associated
with this Phase.
|
| (g) |
The
costs necessary to allow FireMark to acquire computer hardware and
software on behalf of BWIG, for use in setting up the infrastructure
for
the BWIG Dragon System and to conduct and demonstrate load testing
up to a
maximum of $55,000. Upon completion of the Development Phase (or
at such
later time as both parties may agree), all of this hardware and software
will be transferred to BWIG and may be used by BWIG to house the
production version of the BWIG Dragon System for the pilot. It is
expected
that BWIG will not need to expend any additional funds toward computer
|
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hardware
and software until the completion of the Pilot Process. In the event that
additional funds need to be expended for this purpose, however, FireMark
shall
be responsible for such additional expenditures, and shall retain
title/ownership to any hardware or software acquired through the expenditure
of
such additional funds.
In
the
event BWIG determines that it already owns or has leased equipment comparable
to
that required under this clause, it has the right to provide such equipment
to
FireMark in lieu of the funds required to acquire such equipment elsewhere.
In
all instances, the needed equipment shall be housed in Massachusetts during
the
Pilot Development Phase and be transferred to a BWIG facility thereafter. Any
shipping-related expenses that may be incurred during this process shall be
borne by BWIG.
| (h) |
Any
and all third-party expenses incurred by FireMark (on a pass-through
basis
and with prior permission from BWIG) related to the execution of
FireMark’s responsibilities under the Development
Phase.
|
| 7.3 |
Dragon
License Phase
|
BWIG
shall be responsible for the following payments to FireMark during the Dragon
License Phase:
| · |
License
Fee - As soon as possible after the commencement of the License Phase,
and
in any event no later than 6 months of such commencement, BWIG shall
complete its plan for the rollout of the BWIG Dragon System throughout
its
nationwide customer base (assuming that this Agreement was not previously
terminated). Commencing on the day this rollout plan is complete,
a
monthly license fee of $75,000 will be due to FireMark by BWIG, so
long as
the License Phase remains in effect within the license term indicated
in
section 9.2 of Exhibit 4-A. This license fee shall be reduced to
$50,000
per month in the event that the Reference Expense Ratio minus the
Comparison Expense Ratio (as such terms are defined in Section 7.6
below)
is less than 2% [(RER - CER) < 2%)] after controlling for material
changes in the composition of the BWIG business including sales or
acquisitions of businesses or books of business or entering into
new lines
of business. Such determination shall be made by BWIG no earlier
than 2
years from the commencement of the national rollout date as provided
during the Operation Process described
above.
|
| · |
Non-Core
Development - all work done by FireMark as part of the Additional
Development Process, which relates to the development of the Additional
Development Deliverables and specifically authorized by BWIG and
marked
“non-core”, shall be reimbursed by BWIG at the rate
|
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of
$1500 per day (or pursuant to a fixed-price
arrangement if mutually agreed between the Parties).
| · |
Prompt
reimbursement of FireMark’s reasonable travel-related expenses associated
with this Phase.
|
| · |
If
BWIG requests any Dragon-implementation-related work of FireMark
over and
above that specified in this contract, and if FireMark is willing
to
undertake such work, then it shall be paid at the rate of $1500 per
day
plus applicable travel-related
expenses.
|
| · |
FireMark
estimates that once BWIG deploys the BWIG Dragon System nationally,
the
costs for hardware, operating systems, system utilities, etc. will
be
between $250,000 to $300,000 per
year.
|
| · |
Any
and all third-party expenses incurred by FireMark (on a pass-through
basis
and with prior permission from BWIG) relating to the execution of
FireMark’s responsibilities under the Dragon License Phase. The one we are
aware of at the moment, is the cost of licensing a print engine -
if the
current print engine in use within BWIG is not usable by Dragon for
reasons of cost, speed, re-entrancy, synchronous calling etc., then
it
will cost BWIG an estimated $30,000-$35,000 per year to license a
third-party print engine.
|
| 7.4 |
Strategic
Services
|
Any
strategic services conducted by FireMark under this contract shall be
compensated as follows:
| · |
$3000
per day for the utilization of ▇. ▇. ▇▇▇▇▇▇ or comparable FireMark
senior
partner (with prior approval from
BWIG).
|
| · |
$1500
per day for the utilization of all other FireMark employees or contractors
(with prior approval from BWIG).
|
| · |
All
reasonable travel-related expenses in connection with these
services
|
| · |
All
third-party expenses made necessary by the execution of these services
(on
a pass-through basis and with the prior approval of
BWIG).
|
| 7.5 |
Equity
& Other Considerations
|
| 1. |
OneShield
Considerations
-
As consideration for being chosen the technology subcontractor in
this
Services Agreement, FireMark shall obtain OneShield’s written agreement to
provide the following considerations to
BWIG:
|
| a. |
Immediately
upon the start of the Operation Phase, OneShield shall grant to BWIG,
warrants for OneShield Common Stock equal to 2% of
|
Confidential 7/24/02
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18
its
fully-diluted capital stock as of the Effective
Date bearing a strike price of $0.25 per share and exercisable within 10 years
of such grant. In connection with such grant OneShield shall represent that
its
Series C valuation yielded a $0.25 price per fully diluted share. Said warrants
shall ▇▇▇▇▇ ▇▇▇▇ at the start of the national roll-out described in the
Operation Process. In the event of a change of control of BWIG, said warrants
shall be directed to a Company of BWIG's choosing and shall remain subject
to
the aforementioned cliff vesting.
b.
After
the Effective Date and prior to the end of the five-year License Phase
(excluding any renewal terms) OneShield shall not license the BWIG Dragon System
to any competitor of BWIG. Competitor herein is defined as any insurer involved
in writing non-standard auto insurance. This applies to competitors who are
pure
play non-standard auto insurers, or any freestanding organization or division
that writes non-standard auto as part of a larger insurance company. The parties
agree that the aforementioned license arrangement is specifically for the
non-standard auto insurance written by BWIG, and in the event of an acquisition
or merger of BWIG, the license shall only extend to the states and lines of
business in which BWIG is operating at the time of sale.
| 2. |
BWIG
Conditional Options
-
Immediately upon the Effective Date, BWIG shall ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with
options for 4000 shares of BWIG common stock, exercisable at the
per-share
price of $500 per share. BWIG hereby represents that its price per
share
valuation at the time of the KKR acquisition in 1998 was $500. Said
options shall vest as follows: 25% of granted options shall vest
ratably
each month starting with the Effective Date and monthly thereafter
for 12
months; 25% of the granted options shall vest upon successful completion
of the Pilot Development Phase by November 1, 2002 or another date
that is
acceptable by BWIG (the failure of FireMark to successfully complete
the
Pilot Development Phase within the specified time shall result in
those
options vesting pursuant to the schedule below). The vesting of the
remaining unvested options shall be determined as
follows:
|
Reference
Period (RP): The 4 full reporting quarters preceding the Effective
Date.
Comparison
Period (CP): any 4 consecutive reporting quarters (as selected by FireMark)
ending at any time during the first 3 years of the License Phase.
Reference
Expenses (RE): BWIG Operating Expenses ($ MM) during RP.
Reference
Revenues (RR): BWIG Non-Investment Revenues ($ MM) during RP.
Confidential 7/24/02
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19
Reference
Expense Ratio (RER): Reference Expenses divided by Reference
Revenues
Comparison
Expenses (CE): BWIG Operating Expenses ($ MM) during CP.
Comparison
Revenues (CR): BWIG Non-Investment Revenues ($ MM) during CP.
Comparison
Expense Ratio (CER): Comparison Expenses divided by Comparison
Revenues
Then,
the
Percentage of Options that vest, is defined as follows:
| · |
If
(RER - CER) < 2% then no options shall
vest.
|
| · |
If
(RER - CER) > 4% then 100% of options
vest
|
| · |
IF
2% <= (RER - CER) <= 4% then the percentage of options that vests =
(RER - CER - .02) X 5000%
|
All
revenue and expense measurements referred to herein shall be based upon
Statutory Accounting Principles. For the purposes of this Agreement, "Operating
Expense" shall mean all underwriting expenses incurred by BWIG with the
exception of BWIG's acquisition related expenses. Acquisition related expenses
shall consist of commissions, premium taxes and Boards and Bureau fees. In
order
to arrive at the appropriate Operating Ratio for a particular time period,
said
Operating Expense shall be divided by the same time period's Direct Written
Premium. Those options that do not vest by the third anniversary of the License
Phase will immediately be cancelled.
In
the
event of a BWIG Sale (as defined below), BWIG has the right to terminate this
Agreement without cause upon the completion of such BWIG Sale. In the event
such
a BWIG Sale occurs within 12 months of the Effective Date, and BWIG elects
to
terminate this Agreement, no otherwise unvested BWIG Conditional Options shall
vest. However, BWIG shall pay FireMark a sum of $500,000 at the time of such
termination.
BWIG
shall notify FireMark in writing of any pending BWIG Sale (as defined below)
no
later than 5 weeks prior to the expected closing of such BWIG Sale. If such
BWIG
Sale is expected to close at a time when FireMark has not had the opportunity
to
demonstrate an expense ratio cost savings as indicated in this section, and
FireMark reasonably believes that such a cost savings has occurred, or is
reasonably expected to occur, on a pro-forma basis, then FireMark shall submit
evidence to BWIG within one week of such written notice substantiating a cost
savings such that the percentage of otherwise unvested Conditional Options
which
would vest based upon the schedule indicated above. Should BWIG dispute
FireMark's claim, BWIG shall submit evidence to FireMark within one week of
BWIG’s receipt of FireMark’s evidence substantiating a cost savings such that
the percentage of otherwise unvested Conditional Options which would vest based
upon the schedule indicated above. If the parties continue to disagree two
weeks
prior to the expected closing date of the BWIG Sale, both parties agree to
Confidential 7/24/02
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20
submit
the matter to binding arbitration by a mutually agreed upon independent,
nationally known, accounting firm. In the event that the parties cannot agree
on
an accounting firm, the accounting firm for FireMark and the accounting firm
for
BWIG shall select an accounting firm to arbitrate the matter. The arbitrator
shall determine the amount of the otherwise unvested Conditional Options based
upon the schedule indicated above.
In
all
cases above, all options that do vest are exercisable within 10 years of their
vesting date and shall otherwise be treated similarly with options granted
to
investors in BWIG, if any.
BWIG
Sale
- A BWIG
Sale shall be deemed to occur if there is (i) a public offering of BWIG
securities after which Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., L.P. and KKR
Associates, L.P., collectively "KKR", no longer directly or indirectly own
at
least 35% of the outstanding voting stock of BWIG, (ii) a sale, conveyance
or
lease of all or substantially all of the assets of BWIG or (iii) a merger or
consolidation of BWIG into or with another entity after which KKR no longer
controls 35% of the new entity or (iv) a merger or consolidation where BWIG
is
the surviving entity and KKR no longer controls 35% of the surviving entity's
issued and outstanding common stock.
| 7.6 |
Other
Payment Details
|
| 7.6.1 |
Timing
|
If
payment for any amount required to be paid under this Services Agreement is
not
received within 30 days of its invoice date, such payment shall bear interest
at
the lesser of 0.5% per
month
or the highest amount allowed by law.
| 7.6.2 |
Taxes
|
In
addition to other amounts payable under this Services Agreement, BWIG shall
pay
any and all federal, state, municipal, or other taxes, duties, fees, or
withholding currently or subsequently imposed due to BWIG's participation in
any
part of this Services Agreement, other than taxes assessed against FireMark's
net income. BWIG shall pay such taxes, duties, fees, withholding, or other
charges, or BWIG shall provide the appropriate authority with evidence of
exemption from such tax, duty, fee, withholding, or charge. If FireMark is
required to pay any such tax, duty, fee, or charge, or to withhold any amount
from monies due to FireMark from BWIG pursuant to this Services Agreement,
BWIG
shall promptly reimburse FireMark any such amounts.
Confidential 7/24/02
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21
| 7.7 |
Termination
|
Either
party, as applicable, shall have the right, in addition, and without prejudice
to any other rights or remedies or other termination provisions which may be
contained herein, to terminate this Services Agreement as follows:
| 1. |
By
BWIG, immediately upon a BWIG Sale, provided that if such BWIG Sale
closes
prior to the 1st
anniversary of the Effective Date, BWIG shall make a $500,000 payment
to
FireMark at the time of such BWIG
Sale.
|
| 2. |
By
BWIG, immediately upon determination that FireMark has failed to
meet
Acceptance Criteria for the Dragon Pilot Development Phase, Dragon
Pilot
Process, Additional Development Process, or for any reason within
90 days
of failing to meet these Acceptance
Criteria.
|
| 3. |
By
FireMark, upon 30 days' written notice, if BWIG fails to pay the
cash or
other considerations due to FireMark pursuant to this Services Agreement;
|
| 4. |
By
either party, upon 60 days’ written notice, if the other party has
committed a material breach of this Services Agreement, other than
failure
to make payments, which is not cured within such 60 days;
or
|
| 5. |
By
either party, immediately upon written notice, if (a) all or a substantial
portion of the assets of the other party are transferred to an assignee
for the benefit of creditors, to a receiver, or to a trustee in
bankruptcy, (b) a proceeding is commenced by or against the other
party
for relief under bankruptcy or similar laws and such proceeding is
not
dismissed within 60 days, or (c) the other party is adjudged
bankrupt.
|
| 7.8 |
Miscellaneous
|
| 7.8.1 |
Relationship
of Parties
|
FireMark
shall perform the services under the general direction of BWIG and agrees to
devote reasonable commercial efforts to the performance of the Services to
the
reasonable satisfaction of BWIG. Notwithstanding, FireMark shall determine,
in
FireMark's sole discretion, the manner and means by which the Services are
accomplished, subject to the express condition that FireMark shall at all times
comply with applicable law. FireMark is an independent contractor and FireMark
is not an agent or employee of BWIG.
| 7.8.2 |
Taxes
and Benefits
|
FireMark
acknowledges and agrees that it shall be the obligation of FireMark to report
as
income all compensation received by FireMark pursuant to this Services Agreement
and FireMark agrees to indemnify BWIG and hold it harmless to the extent of
any
obligation imposed on BWIG to pay any taxes or insurance, including without
limitation, withholding taxes, social security,
Confidential 7/24/02
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22
unemployment,
or disability insurance, including interest and penalties thereon, in connection
with any payments made to FireMark by BWIG pursuant to this Services Agreement.
| 7.8.3 |
Ownership
of Intellectual Property
|
All
discoveries, concepts and ideas whether patentable or not, including but not
limited to software, processes, methods, techniques as well as improvements
thereto conceived (collectively referred to as "Developments"), made, conceived
or developed by FireMark and its agents, alone or with others, which (i)
FireMark or its agents may receive from BWIG while performing the services;
or
(ii) result solely from use of the BWIG's equipment, facilities or materials
shall be property of BWIG. FireMark hereby assigns its entire right, title
and
interest in and to all such Developments and any intellectual property rights
arising therefrom to BWIG. FireMark shall further cooperate with BWIG in
connection with any applications, filings or documents prepared and or filed
related to the Developments. However, BWIG shall have no rights to any
Developments conceived, owned or developed by FireMark or its suppliers prior
to
or independently of the execution of this Services Agreement or Developments
which were not received from BWIG while performing the services and which did
not result solely from use of the BWIG's equipment, facilities or materials.
BWIG hereby assigns its entire right, title and interest in and to all such
Developments and any intellectual property rights arising therefrom to FireMark.
BWIG shall further cooperate with FireMark in connection with any applications,
filings or documents prepared and or filed related to the
Developments.
The
parties further agree that should FireMark cease to become an ongoing business
concern due to any reason, including, but not limited to bankruptcy, BWIG shall
retain the ownership of any and all BWIG Dragon System source code and
documentation and all rights and privileges associated with such
ownership.
| 7.8.4 |
Confidentiality
|
During
the term of this Services Agreement, and at all times afterwards, each party,
and its employees, contractors, consultants, and agents, will (a) safeguard
the
confidential information of the other party with the same degree of care that
it
uses to protect its own confidential information; (b) maintain the
confidentiality of this information; (c) not use the information except as
permitted under this Services Agreement; and (d) not disseminate, disclose,
sell, publish, or otherwise make available the information to any third party
without the prior written consent of the other party.
BWIG
acknowledges that the Software and Deliverables, and all information relating
to
the business and operations of the FireMark or its subcontractors that BWIG
learns or has learned during or prior to the term of this Services Agreement,
may be the valuable, confidential, and proprietary information of
Confidential 7/24/02
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23
the
FireMark or such contractors. FireMark acknowledges that the data and
information relating to the business and operations of the BWIG that FireMark
learns or has learned during or prior to the term of this Services Agreement,
may be the valuable, confidential, and proprietary information of the BWIG.
This
section does not apply to any information that (a) is already lawfully in the
receiving party's possession (unless received pursuant to a nondisclosure
agreement); (b) is or becomes generally available to the public through no
fault
of the receiving party; (c) is disclosed to the receiving party by a third
party
who may transfer or disclose such information without restriction; (d) is
required to be disclosed by the receiving party as a matter of law (provided
that the receiving party will use all reasonable efforts to provide the
disclosing party with prior notice of such disclosure and to obtain a protective
order therefor); (e) is disclosed by the receiving party with the disclosing
party's approval; and (f) is independently developed by the receiving party
without any use of confidential information. In all cases, the receiving party
will use all reasonable efforts to give the disclosing party 30 days' prior
written notice of any disclosure of information under this Services Agreement.
The parties will maintain the confidentiality of all confidential and
proprietary information learned pursuant to this Services Agreement for a period
of 5 years from the date of termination of this Services Agreement.
FireMark
and BWIG acknowledge that any breach of this section by a receiving party will
irreparably harm the disclosing party. Accordingly, in the event of a breach,
the disclosing party is entitled to promptly seek injunctive relief in addition
to any other remedies that the disclosing party may have at law or in equity.
FireMark
further acknowledges the receipt of BWIG's Privacy Policy and agrees to abide
by
the provisions therein relating to the protection of the "nonpublic personal
information" of BWIG's customers. Pursuant to the provisions of the Privacy
Policy, FireMark agrees that BWIG may audit FireMark to ensure compliance with
said Policy.
| 7.8.5 |
Warranty
|
FireMark
shall provide the services under this Services Agreement in a professional
and
workmanlike manner.
| 7.8.6 |
Indemnity
|
FireMark
is responsible and indemnifies and holds BWIG harmless for any and all losses,
liability, or damages arising out of, or incurred in connection with FireMark’s
gross negligence. BWIG is responsible and indemnifies and holds FireMark
harmless for any and all losses, liability, or damages arising out of, or
incurred in connection with, BWIG's gross negligence or use or reproduction
of
the Software or other Deliverables pursuant to this Services Agreement.
Confidential 7/24/02
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24
Should
any claim subject to indemnity be made against FireMark or BWIG, the party
against whom the claim is made agrees to provide the other party with prompt
written notice of the claim. The indemnifying party will control the defense
and
settlement of any claim under this section. The indemnified party agrees to
cooperate with the indemnifying party and provide reasonable assistance in
the
defense and settlement of such claim. The indemnifying party is not responsible
for any costs incurred or compromise made by the indemnified party unless the
indemnifying party has given prior written consent to the cost or compromise.
| 7.8.7 |
Disclaimer
and Limitation of Liability
|
IN
RESPECT OF THE SERVICES PROVIDED UNDER THIS SERVICES AGREEMENT, THE WARRANTIES
SET FORTH IN SECTION 5 ABOVE, ARE IN LIEU OF, AND THIS SERVICES AGREEMENT
EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SERVICES WILL RESULT
IN
ANY INCREASE IN REVENUE OR DECREASE IN EXPENSES; (b) ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR
A
PARTICULAR PURPOSE.
FIREMARK
IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT
OF
SUBSTITUTE GOODS INCURRED BY BWIG OR ANY THIRD PARTY, WHETHER IN AN ACTION
IN
CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF FIREMARK OR ANY OTHER PERSON
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIREMARK'S LIABILITY FOR
DAMAGES UNDER THIS SERVICES AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY
PAID
BY BWIG TO FIREMARK UNDER THIS SERVICES AGREEMENT FOR THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH DAMAGES.
| 7.8.8 |
Limitation
Period
|
No
action
arising out of or in connection with this Services Agreement or the transactions
contemplated by the Services Agreement may be brought by either party against
the other more than one year after the action accrues.
| 7.8.9 |
General
|
| 7.8.9.1 |
Pre-Existing
Obligations
|
FireMark
represents and warrants that FireMark is not under any pre-existing obligation
or obligations inconsistent with the provisions of this Services Agreement.
BWIG
represents and warrants that BWIG is not under any pre-existing obligation
or
obligations inconsistent with the provisions of this Services Agreement.
Confidential 7/24/02
Page
25
| 7.8.9.2 |
Attorney's
Fees
|
If
any
action at law or in equity is necessary to enforce the terms of this Services
Agreement, the prevailing party shall be entitled to reasonable attorney's
fees,
costs and expenses in addition to any other relief to which such prevailing
party may be entitled.
| 7.8.9.3 |
Governing
Law
|
This
Services Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to its conflict of laws
principles.
| 7.8.9.4 |
Counterparts
|
This
Services Agreement may be executed in counterparts, each of which shall
constitute an original and all of which shall be one and the same instrument.
| 7.8.9.5 |
Complete
Understanding
|
This
Services Agreement constitutes the full and complete understanding and agreement
of the parties hereto in connection with the subject matter hereof and
supersedes all prior understandings and agreements. BWIG acknowledges that
it
has not been induced to enter into this Services Agreement by any
representations or statements, oral or written, not contained herein.
| 7.8.9.6 |
Waiver
and Modification
|
The
failure of either party to insist upon strict compliance with any of the terms,
covenants or conditions of this Services Agreement by the other party shall
not
be deemed a waiver of that term, covenant or condition, nor shall any waiver
or
relinquishment of any right or power at any one time be deemed a waiver or
relinquishment of that right or power for all or any other time. Any waiver,
modification or amendment of any provision of this Services Agreement shall
be
effective only in writing and signed by the parties thereto.
| 7.8.9.7 |
Notice
|
Any
notices required or permitted hereunder shall be given to the appropriate party
at the address specified below or at such other address as the party shall
specify in writing and shall be by personal delivery, facsimile transmission
or
certified or registered mail. Such notice shall be deemed given upon personal
delivery to the appropriate address or upon receipt of electronic transmission
or, if sent by certified or registered mail, three days after the date of the
mailing.
| 7.8.9.8 |
Assignment
|
Either
party may assign its rights under this Services Agreement without the consent
of
the other party. Neither party may delegate its duties under this Services
Agreement without the consent of the other party, such consent not to
Confidential 7/24/02
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26
be
unreasonably withheld, provided that, FireMark is expressly permitted to
delegate its duties to OneShield, Inc., provided further, that FireMark is
responsible for the performance of OneShield unless OneShield, FireMark and
BWIG
otherwise agree in writing.
Confidential 7/24/02
Page
27
IN
WITNESS WHEREOF, the parties hereto have signed this Services Agreement as
of
the date written below.
BRW
Acquisition, Inc.
By:
_________Jeffrey J. Dailey____________
Typed
name: ______________________
Title:
_____________________________
Date:
_________7/24/02_________
FIREMARK
PARTNERS, LLC
By:
__Inder ▇▇▇▇ ▇. Gujral___________
Typed
name: ▇▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Partner
Date:
____7/24/02_______________
Confidential 7/24/02
Page
28
| 8 |
Exhibit
3-A: New-Process Project
Plan
|
Note:
The
dates below assume an Effective Date of no later than May 25, 2002. If the
Effective Date occurs after May 25, 2002, the dates below shall be adjusted
on
an equal basis for each such additional day.
|
#
|
Task
|
Start
|
End
|
|
1
|
Design
New High-level Policy-Processing
workflow
(already done)
|
5-25-2002
|
6-10-2002
|
|
2
|
Review
and Verify New High-Level Policy-Processing Workflow with
Client
|
6-10-2002
|
6-25-2002
|
|
3
|
Design
New Detailed Policy-processing
Workflow
|
6-10-2002
|
7-10-2002
|
|
4
|
Review
and Verify New Detailed Policy-
processing
workflow with Client.
|
7-10-2002
|
8-10-2002
|
Confidential 7/24/02
Page
29
| 9 |
Exhibit
4-A: Software License
Terms
|
| 9.1 |
Software
Definition
|
"Software,"
means the BWIG Dragon System, in object code form only, as well as the content
and physical embodiment of all items delivered to BWIG under this Services
Agreement. Software shall also include any updates, modifications, bug fixes,
upgrades, enhancements, or other modifications and shall exclude any version
of
the Software or other software developed or marketed by FireMark that
constitutes a separate product because of differences in function or features.
| 9.2 |
License
Grant
|
Subject
to the terms and conditions set forth in this Services Agreement, FireMark
hereby grants to BWIG, and BWIG accepts, a nonexclusive, nontransferable, five
(5) year license in the Software, for the use and reproduction of the Software
exclusively by BWIG.
| 9.3 |
License
Restrictions
|
Except
as
specifically granted in this Services Agreement, FireMark owns and retains
all
its right, title, and interest in the Software and any and all related
materials. This Services Agreement does not transfer ownership rights of any
description in the Software, or any related materials to BWIG or any third
party. BWIG shall not modify, reverse engineer, or de-compile the Software,
or
create derivative works based on the Software. BWIG shall treat the Software
as
Confidential Information and shall not distribute the Software to any persons
or
entities other than BWIG's employees and authorized agents. BWIG may not sell
the Software to any person or make any other commercial use of the Software.
FireMark shall retain all copyright and trademark notices on the Software and
shall take other necessary steps to protect FireMark's intellectual property
rights.
| 9.4 |
Termination
Rights
|
FireMark
has and reserves all rights and remedies that it has by operation of law or
otherwise to enjoin the unlawful or unauthorized use of Software. Upon the
termination or expiration of this Services Agreement, (a) all rights granted
to
BWIG under this Services Agreement cease and BWIG will promptly cease all use
and reproduction of the Software and (b) BWIG will promptly return all
Confidential 7/24/02
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30
copies
of
the Software to FireMark or destroy all of BWIG's copies of the Software and
so
certify to FireMark in writing within fourteen (14) days of termination.
| 9.5 |
Warranties,
Disclaimer and Limitations
|
| 9.5.1 |
Warranties
|
FireMark
hereby warrants to BWIG that FireMark has the right to grant to BWIG the license
to use the Software in the manner and for the purposes set forth in this
Services Agreement without violating any rights of a third party.
| 9.5.2 |
Disclaimer
|
IN
RESPECT OF THE SOFTWARE, THE WARRANTIES SET FORTH IN SECTION 9.5.1, ABOVE,
ARE
IN LIEU OF, AND THIS SERVICES AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION,
(a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE WITHOUT
INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS;
(b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
| 9.5.3 |
Remedies
on Breach of Warranty
|
In
the
event of any breach of the warranty set forth in Section 9.5.1, BWIG's exclusive
remedy shall be for FireMark, at FireMark’s option, to promptly replace the
defective Software; or, if FireMark is unable to replace the defective Software
within 90 days of notification by BWIG of a defect, BWIG's sole remedy is to
terminate this Services Agreement.
| 9.6 |
Infringement
Indemnity
|
FireMark
indemnifies, defends, and holds BWIG harmless from and against any claims,
actions, or demands alleging that the Software infringes any patent, copyright,
or other intellectual property right of a third party. If use of the Software
is
permanently enjoined for any reason, FireMark, at FireMark's option, and in
its
sole discretion, may (a) modify the Software so as to avoid infringement; (b)
procure the right for BWIG to continue to use and reproduce the Software; or
(c)
terminate this Services Agreement. FireMark shall have no obligation under
this
Section for or with respect to claims, actions, or demands alleging infringement
that arise as a result of (a) the combination of non-
Confidential 7/24/02
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31
infringing
items supplied by FireMark with any items not supplied by FireMark; (b)
modification of the Software by BWIG or by FireMark in compliance with BWIG's
designs, specifications, or instructions; (c) the direct or contributory
infringement of any process patent by BWIG through the use of the Software;
and
(d) continued allegedly infringing activity by BWIG after BWIG has been notified
of the possible infringement.
| 9.7 |
Export
Controls and Restricted Rights
|
| 9.7.1 |
Export
Controls
|
The
Software and all underlying information or technology may not be exported or
re-exported into any country to which the U.S. has embargoed goods, or to anyone
on the U.S. Treasury Department's list of Specially Designated Nationals or
the
U.S. Commerce Department's Table of Deny Orders. BWIG shall not export the
Software or any underlying information or technology to any facility in
violation of these or other applicable laws and regulations. BWIG represents
and
warrants that it is not a national or resident of, or located in or under the
control of, any country subject to such export controls.
| 9.7.2 |
Restricted
Rights
|
The
Software is provided with Restricted Rights. Use, duplication, or disclosure
by
the U.S. Government is subject to restrictions as set forth in subparagraph
(c)(1) of the Commercial Computer Software - Restricted Rights clause at FAR
52.227-19, subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013, or subparagraph (d) of the Commercial
Computer Software - Licensing at NASA FAR supplement 16-52.227-86, or their
equivalent, as applicable.
| 9.8 |
Escrow
|
FireMark
will deposit with a mutually agreeable escrow agent, one true and complete
copy
of the BWIG Dragon System source code in machine readable and printed form,
together with all user manuals and other documentation related thereto and
will
deposit a supplemented true and complete copy of the such source code and
documentation upon any a new BWIG Dragon System release.
FireMark
and BWIG hereby agree that, in the event of a termination pursuant to Sections
7.8 (4) or 7.8(5) of the Agreement to which this Exhibit is attached
Confidential 7/24/02
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32
BWIG
shall have the right, subject to the instructions, terms, and conditions of
the
mutually agreeable escrow agreement, to obtain a complete copy of the BWIG
Dragon System source code and documentation which is held in escrow. The parties
further agree that should FireMark cease to become an ongoing business concern
due to any reason, including, but not limited to bankruptcy, BWIG shall retain
the ownership of any and all BWIG Dragon System source code and documentation
and all rights and privileges associated with such ownership.
Confidential 7/24/02
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| 10 |
Exhibit
4-B: Maintenance and Support
Terms
|
| 10.1 |
Maintenance
|
Maintenance
of the BWIG Dragon System requires the following:
| 10.1.1 |
FireMark
Requirements
|
FireMark
shall provide BWIG with
| · |
Contact
details of a person who shall be the FireMark liaison with BWIG with
respect to all initial setup as well as ongoing operational
issues.
|
| · |
Documented
hardware, software, and communication configuration recommendations
for
the base platform
|
| · |
Installation
media for software installations and upgrades
|
| · |
Documented
installation procedures
|
| · |
Documented
release notes for software upgrades, and hardware upgrades initiated
by
Dragon requirement
|
| · |
One
day of training to a BWIG representative, if needed, per installation
for
new and revised features in software installations and upgrades,
after the
initial installation
|
| · |
Documented
maintenance recommendations regarding backups, archive files, database
and
error log maintenance.
|
| · |
Notification
to BWIG of software changes 30 days in advance of installation; mutually
acceptable exceptions to this will be allowed such as when an emergency
software upgrade is required to fix a critical level
error
|
| · |
A
test platform to preview software changes, if request by BWIG 14
days in
advance of preview
|
| 10.1.2 |
BWIG
Requirements
|
BWIG
shall:
Confidential 7/24/02
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| · |
Identify
a BWIG person as the primary system administrator/contact for initial
setup as well as ongoing operation and maintenance activities, as
they
relate to the Dragon
implementation.
|
| · |
Comply
with FireMark recommended hardware, software and communication
configurations, or a mutually agreed upon
alternative.
|
| · |
Use
the installation media provided by FireMark and OneShield for software
upgrades, and install according to the procedures
provided
|
| · |
Conduct
maintenance procedures according to the FireMark recommendations
for
backups, archiving, and database and error logs
|
| · |
Notify
FireMark of any software, hardware, rule or rate change 30 days in
advance, and provide documentation of the change upon its implementation.
Exceptions may occur, if mutually acceptable to BWIG and FireMark,
through
OneShield.
|
| 10.1.3 |
Penalties
|
Failure
to conform to any of the maintenance requirements may result in FireMark’s
inability to support the BWIG Dragon implementation. While FireMark will make
every effort to support a failure of any kind, support for failures that are
the
result of non-compliance with FireMark recommendations will be billed on a
time
and material basis, as they fall outside the agreement specified in this
contract.
| 10.2 |
Support
|
Support
shall be provided to Firemark, for the life of the contract, beginning with
the
License Phase contingent upon BWIG's compliance with recommended hardware,
software, and communication specifications, and recommended backup and recovery
procedures.
| 10.2.1 |
Includes
|
Support
shall be provided to BWIG for the following categories:
| 1. |
Dragon
Technical Support
|
| 2. |
Software
Upgrade Support
|
| 3. |
Training
|
| 4. |
Error
Reporting
|
| 5. |
Error
Tracking and Triage
|
| 10.2.2 |
Excludes
|
Support
will not be provided
| 1. |
For
third party products (eg Oracle, Websphere,
etc)
|
| 2. |
To
end-users (e.g. agents or insureds) for either technical or functional
issues
|
Confidential 7/24/02
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| 3. |
To
BWIG personnel other than the designated IT representatives or their
assigns [BWIG to provide a limited list of its personnel which will
receive direct support from
FireMark].
|
| 4. |
If
BWIG does not comply with the recommended maintenance procedures
and
specifications noted above.
|
| 10.3 |
Support
Descriptions
|
FireMark
shall provide the following types of support:
| 10.3.1 |
Dragon
Technical Support
|
FireMark
will troubleshoot hardware and software configuration and installation problems
that are related to the Dragon installation. Base platform problems normally
covered by a maintenance and support contract are specifically excluded (i.e.
Oracle problems will be handled by BWIG or Oracle support personnel).
| 10.3.2 |
Software
Support
|
FireMark
will provide information about software upgrades and release notes as necessary
to resolve questions about Dragon functionality from the BWIG IT representative,
and also assist in the actual upgrade process as needed.
| 10.3.3 |
Training
|
FireMark
will provide 2 days of training during the Pilot phase, and an additional 1
day
of training per software release to the BWIG IT designate, if required. FireMark
will also provide 2 days of “train the trainer” training during the Pilot phase,
and an additional 1 day of “train the trainer” training per software release, if
required. Training beyond that will be provided at the Firemark daily rate
noted
elsewhere in this Services Agreement. Reasonable travel-related expenses shall
be paid by BWIG in all cases.
| 10.3.4 |
Error
Reporting
|
FireMark
will document errors reported to them; they will be categorized as
follows:
|
Severity
|
Description
|
|
Critical
|
· Impacts
entire installation, e.g. application server is down or database
is
deadlocked or
· A
functionality failure that impacts all users and for which there
is not a
mutually acceptable workaround or
· Problems
with the implementation of a regulatory addition, modification or
deletion
needing resolution before business can be conducted
|
|
High
|
· Functionality
failure for which there is a mutually acceptable
workaround.
|
|
Average
|
· Problem
with existing functionality or data that does not impede
|
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| BWIG’s
ability
to conduct business defined in the business processes.
· Problem
with day-to-day operations that does not impede BWIG’s ability to conduct
business, i.e. a non-mission
critical missing
data element from a tool.
|
| 10.3.5 |
Error
Tracking and Triage
|
All
calls
to FireMark shall be logged with:
| · |
Client
name,
|
| · |
Caller,
|
| · |
Date,
|
| · |
Time,
|
| · |
Description
of the problem,
|
| · |
Conditions
and steps to reproduce,
|
| · |
System
diagnostics where appropriate,
|
| · |
Immediate
resolution when possible or
|
| · |
Recommendations
for action or escalation depending upon the severity of the problem.
|
The
severity of the problem will be a designation that is mutually acceptable to
FireMark and BWIG.
| 10.4 |
Support
Coverage
|
FireMark
will provide immediate technical support to BWIG from 8:00AM EST to 8:00PM
EST,
Monday through Friday. These will be referred to as primary support hours.
During
non-primary support hours, support calls will roll over to a cell phone and
pager monitored by FireMark.
| 10.5 |
Response
time
|
Dragon
functionality questions shall normally be resolved within one hour of the call
being placed during primary support hours. In the event a call relates to an
error, the resolution shall be escalated through successively higher levels
of
response depending upon the severity level.
For
problem categorized as ‘Critical’ or ‘High’, FireMark will make every effort to
respond to a reported problem with an acceptable fix or workaround within 4
hours or a mutually acceptable plan for problem resolution within 48 hours
of
the problem having been logged.
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Problems
logged during non-primary hours will be handled beginning no later than 8:00AM
EST of the nearest business day (Monday - Friday).
| 10.6 |
Customer
Feedback
|
| 1. |
FireMark
will provide BWIG with written monthly reports on problem reporting
and
resolution as they relate to the then implemented
software
|
| 2. |
FireMark
will provide BWIG with a monthly telephone conference to review open
issues and concerns relating to the then implemented
software.
|
| 3. |
FireMark
will provide BWIG with quarterly face-to-face meetings to review
open
issues and concerns as they relate to the then implemented
software.
|
| 10.7 |
Timeline
|
This
Maintenance and Support Agreement shall take effect with the beginning of the
License Phase and shall be coterminous with this Services
Agreement.
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| 11 |
Exhibit
5-A: Pilot Development Phase
Deliverables
|
The
deliverables in the Pilot Development Phase occur in two parts - those items
(A
deliverables) that are not substantially dependent on collaboration with BWIG
IT
personnel are to be delivered first, and all BWIG-dependent deliverables (B
deliverables) are to be delivered later.
The
deliverables are also divided into two categories by functionality - those
that
relate to the features and functions provided by the core OneShield Dragon
system, and all others.
The
process indicated in Section 3.1 shall apply to the issuance of any and all
deliverables.
| 11.1 |
A
Deliverables
|
All
A
deliverables are contained in the document entitled
BWIG
Deliverables 2002-3.XLS
which
is
incorporated herein by this reference. They are the green
boxes
marked “1A” in the Implementation
Schedule
worksheet of that document.
Note:
| 1. |
During
the Pilot Development Phase, these A deliverables will be for the
Pilot
state only.
|
| 2. |
The
availability of these features and functions to each class of Dragon
user
is defined in the User
Interfaces
worksheet in the same document.
|
| 11.2 |
B
Deliverables
|
All
B
deliverables that relate to core Dragon functionality, are contained in the
document entitled
BWIG
Deliverables 2002-3.XLS
which
is
incorporated herein by this reference. They are the yellow
boxes
marked “1B” in the Implementation
Schedule
worksheet of that document.
Note:
| 1. |
During
the Pilot Development Phase, these B deliverables will be for the
Pilot
state only.
|
Confidential
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| 2. |
The
availability of these features and functions to each class of Dragon
user
is defined in the User
Interfaces
worksheet in the same document.
|
Confidential 7/24/02
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All
other
B deliverables are as follows:
|
#
|
Deliverable
|
Description
|
|
1
|
Load-Test
Environment Specifications
|
Specifications
for the Load-Simulation Test:
· Computer
hardware specifications
· Operating
system specifications
· Third-party
software specifications
· Telecommunications
specifications
· Pre-loaded
data specifications
· Client
desktop specifications
|
|
2
|
Load-Test
Environment Setup & Demonstration
|
Set
up and run the Load-Simulation Test as required by the Performance
Acceptance section of the Development Phase Acceptance Criteria (Exhibit
5-B)
|
|
3
|
Pilot
Production Environment Specifications
|
Specifications
for the Pilot Process:
· Computer
hardware specifications
· Operating
system specifications
· Third-party
software specifications
· Telecommunications
specifications
· Pre-loaded
data specifications
· Client
desktop specifications
|
|
4
|
Pilot
Environment Verification & Dragon Install process
|
Pre-tested
instructions for use of BWIG IT personnel to:
· Verify
that the Pilot Production Environment is consistent with the
Specifications in #3 above.
· Install
the BWIG Dragon System on this environment
· Set
up and initialize the BWIG Dragon System to the point where the first
client can conduct the first real transaction.
· Verify
installation correctness as in Section 14.3 below.
|
|
5
|
Dragon
Pilot Maintenance and Upgrade Guidelines
|
Pre-tested
instructions for use of BWIG IT personnel to:
· Operate
and maintain the pilot BWIG Dragon System on a daily
basis.
|
Confidential 7/24/02
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| · Perform
scheduled maintenance, backups, recovery tests etc.
· Handle
unscheduled downtimes, data recovery procedures etc.
· Install,
set up and verify periodic system upgrades received from
FireMark.
|
||
| 6 | Agent Report Inventory | Inventory
and specification of all reports to be made available to agents on
their
desktops as part of a full Dragon implementation. This includes:
·
Reports currently available to agents through existing systems or
paper
reports.
·
Reports widely desired by agents that are not currently
available.
|
| 7 | Internal Report Inventory | Inventory
and specification of all reports to be made available to BWIG management
and employees on their desktops as part of a full Dragon implementation.
This includes:
·
Reports currently available through existing systems or paper
reports.
·
Reports widely desired but not currently available.
|
| 8 | Development Phase Acceptance Tests | Jointly developed acceptance tests to verify that the Development Phase has actually met the Development Phase Acceptance Criteria (Exhibit 5-B) |
Confidential 7/24/02
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| 12 |
Exhibit
5-B: Pilot Development Phase Acceptance
Criteria
|
Acceptance
by BWIG of the Pilot Development Phase Deliverables (Exhibit 5-A above) shall
be
based on the following criteria:
| 12.1 |
TRANSACTION
ACCEPTANCE
|
For
every
transaction listed in the document entitled
BWIG
Deliverables 2002-3.XLS
that
is
scheduled to be delivered in the set of deliverables being tested:
| 1. |
From
a workflow perspective, the transaction must work as specified in
the
detailed workflow specifications (Exhibit 3-A, Task #3, Exhibit 6-C
and
its accompanying spreadsheet entitled
SampleTransactionDetail.xls).
|
| 2. |
From
a data-processing perspective, for a set of inputs, whether hand-entered
or downloaded from a third-party system, the transaction must process
the
data as specified in the detailed workflow specifications (Exhibit
3-A,
Task #3, Exhibit 6-C and its accompanying spreadsheet entitled
SampleTransactionDetail.xls ).
|
For
implementing these tests, we propose to:
| · |
Use
a set of test scenarios that utilize EVERY transaction in the release
to
test the system from the workflow and data-processing perspectives.
|
| · |
Use
a sample of 100 existing insureds extracted from the POINT database,
and
apply ALL of the transactions associated with these insureds to the
pilot
implementation to confirm that transactions are functioning as
specified.
|
| 12.2 |
PERFORMANCE
ACCEPTANCE
|
| 1. |
Set
up the Load-Test environment as defined in Task #1 of Exhibit
5-A.
|
| 2. |
Load
the Dragon database with 500,000 dummy policy records for the most
recent
12-month period, and 5 million dummy policy records for the previous
10-year period.
|
| 3. |
Create
1000 concurrent sessions into the BWIG Dragon System.
|
Confidential 7/24/02
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| 4. |
With
these sessions active, create a continuous load of 15 transaction
requests
per second with 3600 repetitions. This will simulate a high-load
operating
environment for over an hour.
|
| 5. |
With
this load on the system, connect to the system using a 56Kbps modem,
with
true throughput of at least 25Kbps.
|
| 6. |
Using
this dialup connection, carry out any one of the test scenarios from
section12.1 above. The resulting average inter-page transition time
must
be under
3 seconds.
This average inter-page transition timing must be met for all pages
except
the following transactions:
|
| a) |
Rating
-
Rating transactions for 4x4 policies must take no more than 4 seconds
on
average if using a native Dragon rating engine, and no more than
3 seconds
more than the time taken by ALR if using
ALR.
|
| b) |
Document
Rendering
-
Document Rendering transactions must take no more 30 seconds on
average.
|
| c) |
Document
Download/Upload
-
Document download/Upload transactions will be dependent on file size
- but
must be no more than 5 seconds slower than vanilla FTP file-transfers
for
every 100KB of file size using a commercial website such as
Yahoo.
|
| d) |
Asynchronous
Transactions
-
involving third-party systems, for instance third party report systems
-
transaction times here will be bound by the response time of the
third-party system in question - however, as with ALR rating, we
commit to
a total time of no more than 3 seconds over total third-party response
time.
|
| 12.3 |
OPERATING
INFRASTRUCTURE TEST
|
OneShield
will provide hardware, software and communication requirements and
specifications, as well as installation media and instructions (Section11.2,
Task #3 above).
To
test
whether the installation works, the full set of test scenarios used in the
Transaction Acceptance (Section12.1 above) above must be run - and the results
should be the same as those documented on the OneShield BWIG QA
system.
Confidential 7/24/02
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| 13 |
Exhibit
6-A: Pilot Process Plan
|
| 1. |
BWIG
will set up hardware, software and telecommunications infrastructure
based
on FireMark specifications, at the BWIG Cleveland facility to house
the
BWIG Dragon System, such that the equipment is physically contiguous
to
the AS400 system running POINT.
|
| 2. |
BWIG
will dedicate personnel, including a System Administrator and a POINT
system liaison, to the Pilot Project based on FireMark recommendations,
and these BWIG employees will be suitably motivated to meet Process
deadlines.
|
| 3. |
FireMark
will install and set up the pilot version of the BWIG Dragon System
that
was delivered as a result of the Pilot Development Phase, on this
infrastructure.
|
| 4. |
FireMark
and BWIG will jointly create a standard installation and training
process
and materials for agents in the Pilot State containing everything
needed
to set up whatever is needed to enable them to operate the Dragon
pilot
system.
|
| 5. |
Based
on instructions from FireMark, BWIG will train marketing representatives
in the installation and training process and have them deploy it
to agents
in the Pilot State.
|
| 6. |
BWIG
will operate the BWIG Dragon System for the Pilot State, with the
assistance of FireMark, and both parties will identify and fix problems
on
an ongoing basis.
|
| 7. |
At
the end of the Pilot Process, BWIG will determine at its sole discretion
whether or not it is advisable to:
|
| a) |
Extend
the installation of Dragon through additional states where BWIG has
operations, until full nationwide deployment is eventually
achieved.
|
| b) |
Move
to nationwide deployment.
|
Confidential 7/24/02
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| 14 |
Exhibit
6-B: Additional Development Process
Deliverables
|
The
process indicated in Section 3.1 shall apply to the issuance of any and all
deliverables.
The
Additional Development Process deliverables consist of:
| 1. |
Implementation
for all non-pilot states of all A as well as B deliverables in the
document entitled
|
BWIG
Deliverables 2002-3.XLS
which
is
incorporated herein by reference.
All
items
in this document are “Core” deliverables except:
| · |
Integration
with 3rd-party
comparative raters for non-pilot
states
|
| · |
Implementation
of connections to 3rd-party
data sources for non-pilot states.
|
| 2. |
All
other deliverables, which are defined
below:
|
|
#
|
Core?
|
Deliverable
|
Description
|
|
1
|
Y
|
Cross-Reference
Table
|
Table
that provides the following:
· For
each step in each workflow use-case, what Dragon-Schema fields are
read/written
· For
each Dragon-Schema field, which steps in which workflow use-cases
refer to
it.
|
|
2
|
Y
|
Dragon
Schema Mapping Table
|
Table
that provides:
· A
mapping between each Dragon-Schema field and the relevant BWIG schema
field(s) - for instance it may map to one field in the UNISYS tables
and
another in the POINT tables.
· Also
defines the data transformation necessary to move data in either
direction.
|
|
3
|
Y
|
Dragon
Schema Documentation Table
|
Table
that provides:
· A
brief (1-line) description of each field in the Dragon Schema
· A
more detailed (1-paragraph)
|
Confidential 7/24/02
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|
description
whenever applicable
|
|||
| 4 |
N/A
|
Additional
Functionality Specifications
|
Develop
and verify with BWIG, detailed design specifications for the additional
functionality required in this Phase, including:
· Executive
Desktop
· Internal
Desktop Reports
· Agent
Desktop Reports
· Lightweight
CRM Interface
· Marketing
Desktop
· Agency
System Interface
· Data
Import Process
· Desktop
Quick-Quote
|
| 5 | Y |
Production
Environment Specifications
|
Specifications
for the Full Production Environment:
· Computer
hardware specifications
· Operating
system specifications
· Third-party
software specifications
· Telecommunications
specifications
· Pre-loaded
data specifications
· Client
desktop specifications
|
| 6 | Y |
Production
Environment Verification & Dragon Install process
|
Pre-tested
instructions for use of BWIG IT personnel to:
· Verify
that the Full Production Environment is consistent with the Specifications
in #5 above.
· Install
the BWIG Dragon System on this environment
· Set
up and initialize the BWIG Dragon System to the point where the first
client can conduct the first real transaction.
|
| 7 | Y |
Dragon
Production Maintenance and Upgrade Guidelines
|
Pre-tested
instructions for use of BWIG IT personnel to:
· Operate
and maintain the full BWIG Dragon System on a daily basis.
· Perform
scheduled maintenance, backups, recovery tests etc.
· Handle
unscheduled downtimes, data recovery procedures
etc.
|
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|
· Install,
set up and verify periodic system upgrades received from
FireMark.
|
|||
| 8 | Y |
Executive
Desktop
|
Implementation
of all BWIG internal reports defined in the Pilot Development Phase
as an
‘Executive Desktop’ that is part of the BWIG Dragon
System.
|
| 9 | Y |
Internal
Desktop Reports
|
Addition
of all non-executive reports from the internal reports defined in
the
Pilot Development Phase, to all user interfaces for BWIG internal
personnel.
|
| 10 | Y |
Agent
Desktop Reports
|
Addition
of all agent reports defined in the Pilot Development Phase, to the
agent
user interface.
|
| 11 | N | Lightweight CRM Interface |
· Real-time
integration of the Mitel/Oracle phone system database with the BWIG
Dragon
System
· Incorporation
of call time, content, outcome & follow-up tracking fields into the
CSR workflow in Dragon
· Lightweight
FAQ support for CSRs.
· Addition
of CRM data-mining reports to the Executive desktop.
|
| 12 | N | Marketing Desktop |
· Incorporation
of BAM fields and functionality into the BWIG Dragon System.
· Creation
of a ‘Marketing Desktop’ to allow BWIG Marketing Dept. personnel to manage
agent data and run agent-oriented reports.
|
| 13 | N | Agency System Interface |
· Development
of an AL3-based upload and download protocol for interfacing with
agency
management systems.
· Identification
of agencies to pilot the interface process.
|
| 14 | Y | System Documentation |
· Dragon
Customization Manual-
|
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| defines
the process of creating a new customized BWIG Dragon System from scratch,
or for making system-level changes to an existing BWIG Dragon System,
for
use by the BWIG System Administrator of the BWIG Dragon System.
· BWIG
Dragon System Administration Manual - defines the installation, setup,
maintenance and upgrade processes for any BWIG Dragon System, for
use by
the BWIG System Administrator of the BWIG Dragon System.
· Dragon
User Manual - defines the user interface and functioning of the BWIG
Dragon System for use by agents as well as BWIG personnel.
|
|||
| 15 | Y | Online Help System |
· Addition
of page-level online help throughout the production BWIG Dragon
System.
|
| 16 | Y | Tests for verifying Acceptance criteria for Pilot and Additional Development phases | Jointly developed acceptance tests to verify that the Additional Development Phase has actually met the Additional Development Phase Acceptance Criteria (Exhibit 5-B) |
| 17 | N | Data Import Process |
Pre-tested
process for a one-time import of historical policy data from the
POINT
system into the BWIG Dragon System.
|
| 18 | N | Data Import Process Tests |
Jointly
developed acceptance tests to verify that the Data Import Process
(#16
above) is valid to an agreed-upon degree of
correctness.
|
| 19 | Y | Desktop Quick-Quote |
Functionality
that offers quick-quote capability on the desktop without connection
to
the Dragon server.
|
| 20 | N | Post-Pilot Phase Interface Development |
Development
of interfaces with all additional comparative raters as
|
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| directed by BWIG, and development of interfaces with all additional 3rd-party data report systems to the extent the interfaces already developed as part of the Pilot Development Phase do not meet BWIG needs in states outside the Pilot State. |
Confidential 7/24/02
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| 15 |
Exhibit
6-C: Example Deliverables
|
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