Exhibit 10.15
TEAMING AGREEMENT
TRANSFORMATION PROCESSING INC. (HEREIN "TPI")
AND SHL SYSTEMHOUSE INC. (HEREIN "SHL")
KEY BUSINESS TERMS
1. BACKGROUND/SCOPE
SCOPE: TPI and SHL (collectively, the "Parties") desire to jointly
participate to the extent described in this Key Business Terms Document
(the "Key Terms Document") relating to a contemplated definitive Teaming
Agreement (the "Agreement") in the preparation of proposals ("Proposals")
and presentations to qualified prospects and/or existing customers for the
purpose of providing a joint solution and subsequent services for their
Year/2000 business needs. In the majority of prospect or customer
engagements, it is anticipated that the relationship of the Parties is that
SHL will act as Sub-Contractor to provide some or all of the required Scan,
Repair and testing services (customer site), or emulated hot site
environment (i.e. Comdisco). Other professional services may be required.
KEY BUSINESS RELATIONSHIP: IBS Conversions Inc,., founded in 1982 and
headquartered in Chicago, Illinois, is a recognized leader in automated
conversion/migration software and consulting. IBS has translated millions
of lines of code for companies worldwide and this year, anticipates
revenues to realize $90 million USD.
Based on its many years of conversion tool development and conversion
project experience, IBS Year/2000 offering includes:
- Full project Analysis, Pilot Project and Repair, staffing and
management/methodology
- Conversion Factories for both mainframe and AS/400 environments
- Project Methodology
- Project Methodology training
- Qwik-Sizer Analysis
TPI has an agreement with IBS whereby TPI will, under IBS license, provide
in those capabilities and services in North America - specifically Canada.
TPI has certain proprietary rights with regard to further licensing of the
IBS offering in Canada.
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TRANSFORMATION PROCESSING INC. DATE TEAMING AGREEMENT - TPI/SHL
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CONTRACT: The Parties will attempt to contract jointly with customers
wherever possible with SHL acting as Prime Contractor. The Parties will
enter into agreements with each other wherein each will provide services
and deliverables consistent with the commitments agreed upon in the
Proposal to such customers. Neither Party shall be obligated to make
commitments beyond the commitments made by that Party in the Proposal. If
required, the Parties will contract separately to provide the commitments
agreed upon in the Proposal to the customers. Any such arrangement would
be governed by the customer contract.
NO AGENCY RELATIONSHIP: The Parties are and will act solely as independent
contractors. Neither Party shall have the authority to bind the other
without first obtaining the prior written consent of the other.
2. RESPONSIBILITIES OF BOTH PARTIES
RESPONSES TO PROPOSAL/MARKETING MATERIALS: Joint preparation/presentation
of responses to proposals, preparation/distribution of marketing materials,
and attendance at trade shows and conferences, with each Party performing
the portion related to the work to be performed. Each Party will be
responsible for promptly communicating with qualified prospects and will
bear its own costs in performing these obligations. Each Party will be
responsible for determining that the prospects are serious prospects with
the need for both Party's products and services, and the means to pay for
them.
METHODOLOGIES: The Parties will share Year/2000 methodologies and work
together to ensure the appropriate linkages between the IBS/Solution
2000-TM- and the SHL Transform-TM- methodology. This is particularly
applicable to the "front end" portion of the methodologies in order that
subsequent scan and repair work can be appropriately allocated.
MARKETING PLAN: To the extent deemed necessary, both Parties will jointly
develop a marketing plan. SHL's responsibilities in the marketing plan
are to include target offices where they feel specific assistance provided
by TPI would be logical.
PREFERRED VENDOR: TPI will reference SHL in all proposals and
presentations as TPI's Preferred Firm for Year/2000 Project Management
and/or Systems Integration in the Territory. TPI is prepared to provide
first right of refusal for Year/2000 Project Management and/or Systems
Integration. SHL will reference TPI in all proposals and presentations as
SHL s Preferred Vendor of Year/2000 Conversion and Scanning Services in the
Territory. The "Territory" will consist of the United States, Canada and
Mexico. The Parties will use their respective good faith efforts to expand
the Territory to include additional countries of promising opportunity as
later identified. Consistent with the preferred status given to the other
Party, each Party will share all appropriate engagements with each other.
COMPETITORS: Neither Party shall provide information about the other
Party, or its services or products, to the other Party's competitors as
identified by each Party from time to time.
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TRANSFORMATION PROCESSING INC. DATE TEAMING AGREEMENT - TPI/SHL
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PRESS RELEASES: On or before ten (10) days after this Key Terms Document
is signed, the Parties will issue a joint press release detailing their
intent to work together.
3. ADDITIONAL RESPONSIBILITIES OF TPI
PEOPLE: One person, Xxxxx Xxxx, will be available to assist Xxxx Xxxxxxx
in performing TPI's obligations under this Key Terms Document and the
Agreement.
SERVICE DATES: TPI will provide immediate Scan and Repair service at its
Year/2000 Partner/IBS Conversion Factory.
CONVERSION FACTORY: TPI will install Conversion Factory Module One for
Year/2000 Scan and Repair in a space contiguous with its current
Mississauga locations.
- Scanning production will occur in the sixty (60) to ninety (90)
day time frame.
- Repair production in ninety (90) to one hundred and twenty (120)
days.
INITIAL CAPACITY: Conversion Factory Module One will have a repair
capacity of four (4) million lines of code per month.
REPAIRED CODE: TPI will deliver repaired code that is clean compiled and
passes testing compilation. The repaired code may be further compiled in
the customer's production environment at the unit test level and pass
production acceptance as defined in the customer contract.
RESERVE CAPACITY: TPI will make available to SHL, a reserve capacity of
75% of Conversion Factory Module One for a period of not less than
twenty-four (24) months.
TPI will provide SHL will first right refusal for capacity in subsequent
Factory Modules, not to exceed 60% or 2.4 million lines of code per month.
OPTIONAL - EARLY MAY MEETING: TPI will make a major presentation at this
meeting. TPI is responsible for paying its expenses in connection with
travel to, and making its presentation at, such meeting.
TPI is prepared to conduct a three (3) or four (4) day IBM Institute
Year/2000 Analysis Training Course for selected SHL or customer's personnel
(SHL expense).
4. ADDITIONAL RESPONSIBILITIES OF SHL
PEOPLE: One person, Xxxx Xxxxxxx, will be available to assist Xxxxx Xxxx
in performing SHL's obligations under this Key Terms Document and the
Agreement.
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TRANSFORMATION PROCESSING INC. DATE TEAMING AGREEMENT - TPI/SHL
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VOLUME GUARANTEE: SHL will guarantee to TPI repair volumes to be executed
in Factory Module One as follows:
1 Million Lines of Code August 1, 1997
2 Million Lines of Code September 1, 1997
3 Million Lines of Code October 1, 1997
A subsequent 3 million lines of code per month to September 1, 1999.
OPTIONAL - SHL'S EARLY MAY MEETING: SHL will invite associates from all
offices (with special encouragement to members of Target Offices) to
discuss sample collateral materials, TPI's role, how the Parties will work
together, etc. Meetings will be held in Toronto, Ontario on or about May
1st, 1997, and will be funded by SHL. TPI will be introduced as SHL's
Preferred Vendor of Year/2000 Conversion and Scanning Services in the
Territory at this meeting.
5. EXPENSES AND COSTS
Each Party is responsible for its own costs in connection with its
obligations under this Key Terms Document and the Agreement. Joint
obligations shall be identified and qualified by the Parties and a written
agreement reached prior to commitment therefore. Neither Party shall be
liable for costs incurred by the other, without such Party s written
consent.
The Parties will enter into agreements whereby SHL will be entitled to
receive consideration in the form of "wholesale" pricing and/or a
percentage of the then current end-user pricing paid to TPI. Consideration
is with respect to scanning, converting and repair work performed at TPI's
factory where SHL introduces the customers to TPI and:
(a) the customer contracts with SHL and TPI separately to perform
Year/2000 work; or
(b) SHL sub-contract the Year/2000 to TPI.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION
STANDARD: Each Party may use trademarks, etc. of the other for purposes
related to the scope of this Key Terms Document and the Agreement upon the
prior written approval of the other Party, which approval shall not be
unreasonably withheld.
7. INDEMNIFICATION
Each Party to indemnify the other for claims due to infringement of
copyright, patent, trade secret, trademark, or other proprietary rights.
8. LIMITATION OF LIABILITY
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TRANSFORMATION PROCESSING INC. DATE TEAMING AGREEMENT - TPI/SHL
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Except for indemnification, each Party is limited in liability to the other
for direct damages up to $250,000.00. Neither Party shall be liable to the
other for indirect damages, etc. The specific terms and conditions of the
contract will take precedence in all cases.
9. TERM/TERMINATION
TERM: The Agreement will have an initial term of two (2) years, with
automatic renewals for consecutive one (1) year periods.
TERMINATION: Either Party may terminate this Key Terms Document and the
Agreement for any reason (or for no reason) upon sixty (60) calendar days
prior written notice to the other. The Parties will be obligated to
continue any ongoing proposals and projects past this sixty (60) day
period.
10. KEY BUSINESS CONTACTS
DESIGNATED CONTACT FOR TPI: Xxxxx X. Xxxx
TITLE: Vice President, Marketing
DESIGNATED CONTACT FOR SHL: Xxxx Xxxxxxx
TITLE: Director
11. MISCELLANEOUS
NO ASSIGNMENT, without the written consent of the other Party.
NOTICES: Transformation Processing Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
SHL Systemhouse Inc.
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
GOVERNING LAW / VENUE: Ontario / Toronto, Ontario CANADA
THE UNDERSIGNED AGREE THAT THE FOREGOING KEY BUSINESS TERMS ARE ACCEPTABLE
AND FORM A BASIS UPON WHICH THE PARTIES MAY PROCEED AND MAY DEVELOP THE
AGREEMENT.
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SHL Systemhouse Inc.
Xxxx Xxxxxxx
_______________________________________ TRANSFORMATION PROCESSING INC.
Full Legal Name of User (Please Print)
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxx
____________________________________ ______________________________
(Signature) (Signature)
Xxxx Xxxxxxx Xxxxx Xxxx
________________________________________ _________________________________
Name of Signing Officer (Please Print) Name of Signing Officer (Please
Print)
Director Vice President--Sales & Marketing
______________________________________ ___________________________________
Title (Please Print) Title (Please Print)
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TRANSFORMATION PROCESSING INC. DATE TEAMING AGREEMENT - TPI/SHL
Date April 21, 1997 Date April 21, 1997
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