THIS CONSULTING AGREEMENT is made as of the 22nd day of July, 1999.
B E T W E E N:
X-XXXXXXX.XXX INC.,
a corporation incorporated under the laws of Canada
(hereinafter called "E-Cruiter")
-and-
DAETUS CONSULTING INC.,
a corporation incorporated under the laws of Ontario
(hereinafter called the "Consultant")
WHEREAS:
1. The Consultant is familiar with the business and operations of E-Cruiter
and E-Cruiter desires to retain and the Consultant desires to provide to
E-Cruiter professional services with respect to such business and operations
in accordance with the terms and conditions herein set forth.
NOW THEREFORE in consideration of the premises and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each of the parties) and the covenants herein contained the parties hereto
covenant and agree as follows:
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1. DEFINITIONS
1.1 Unless the context otherwise specifies or requires, in this Agreement the
following terms shall have the meanings specified in this paragraph 1.1.
Certain other capitalized terms are defined elsewhere in this Agreement.
1.1.1 "Agreement", "hereto", "herein", "hereof", "hereunder" and similar
expressions refer to this Consulting Agreement and not any particular
paragraph or any particular portion of this agreement and includes all
schedules attached to this agreement;
1.1.2 "Engagement Letter" has the meaning ascribed thereto in paragraph
2.1 hereof;
1.1.3 "Proposal" has the meaning ascribed thereto in paragraph 2.1
hereof;
1.1.4 "Services" has the meaning ascribed thereto in paragraph 2.1
hereof;
1.1.5 "Term" has the meaning ascribed thereto in paragraph 3.1 hereof;
1.1.6 "Work Product" means everything that is produced by the Consultant
in the course of this Agreement, including, without limitation, notes,
reports, documentation, drawings, computer programs (source code, object
code and listings), customer lists, inventions, creations, works,
devices, work-in-progress and deliverables described in Schedule "A"
attached hereto.
2. SERVICES RETAINED
2.1 E-Cruiter retains and the Consultant agrees to provide the professional
services set forth in the letter dated July 22, 1999 from Xxx Xxxxxxxx to
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Xxxxx Xxxxxxx (the "Engagement Letter") and the proposal dated July 27, 1999
from the Consultant to E-Cruiter (the "Proposal"), both of which are attached
hereto as Schedule "A" and which form part of this Agreement (the Engagement
Letter and the Proposal are collectively hereinafter referred to as the
"Services").
3. TERM
3.1 The Consultant's engagement hereunder shall commence on the date hereof
and shall continue until February 9th, 2000 (the "Term") except as modified
by change requests. Thereafter, the Term may be renewed, on such terms and
conditions as E-Cruiter and the Consultant may agree.
4. PERSONNEL
4.1 The Consultant shall execute, on a best efforts basis, an agreement
similar to this CONSULTING AGREEMENT, with qualified personnel of its choice,
whom it shall have the right to replace at its discretion.
4.2 E-Cruiter may require the Consultant to immediately replace a person who,
in E-Cruiter's opinion, acting reasonably, does not perform in a satisfactory
manner. E-Cruiter acknowledges that it has met with Xxx Xxxx and that any
change of this individual would delay the project schedule and the new
milestone dates would be renegotiated by X-Xxxxxxx.xxx and the Consultant.
4.3 The parties agree that, during the term of this Agreement and for twelve
months thereafter, they will not solicit the services of any staff member or
consultant of the other party.
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5. PREMISES AND COMPUTERS
5.1 The Consultant shall be responsible for providing its own computers and
software applications for software development and testing. If E-Cruiter
requires the Consultant to employ computers other than IBM compatible
computers and/or an operating system other than Windows NT Workstation and/or
development software other than Microsoft Visual Basic, C++ , ATL and Access,
then E-Cruiter shall make computers and/or an operating system and/or
development software available to the Consultant.
5.2 The Consultant acknowledges that it is currently in possession of certain
property including computer equipment and a cellular phone owned by
E-Cruiter. The Consultant agrees to lease the computer equipment for $200.00
per month and pay for the monthly costs of using the cellular phone during
the Term of this Agreement and to return this property to E-Cruiter at the
end of this Agreement. While E-Cruiter may arrange Internet services for the
Consultant, the Consultant agrees to pay for usage of Internet connection
(ADSL). While E-Cruiter may arrange health benefit coverage for certain
employees or agents of the Consultant under E-Cruiter's benefits program with
ManuLife Financial, the Consultant agrees to pay for such coverage. E-Cruiter
has no obligation to the Consultant, its employees and agents for medical
benefits, disability insurance, life insurance or other such coverage.
6. CONSULTING FEE
6.1 E-Cruiter shall pay to the Consultant the fixed sum of Seventy-Eight
Thousand, Eight Hundred and Fifty Dollars ($78,850.00) plus goods and
services tax ("GST") for the services of the agents or employees of the
Consultant, other than Xxx Xxxxxxxx. Monthly milestone payments are due as
follows:
o July 31, 1999 $ 8,350.00
o August 31, 1999 $11,750.00
o September 30, 1999 $11,750.00
o October 31, 1999 $11,750.00
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o November 30, 1999 $11,750.00
o December 31, 1999 $11,750.00
o January 31, 2000 $11,750.00
6.2 E-Cruiter shall also pay to the Consultant the fixed sum of Seventy Five
Thousand Nine Hundred and Fifty Dollars ($75,950) plus GST for the services
of Xxx Xxxxxxxx. These payments will be made at the end each month starting
with July 1999 and ending with January 2000. The Consultant agrees to
deductions by E-Cruiter for cellular phone usage, computer rental, Internet
service provider fees (ADSL) and benefit premiums of the Consultant's
employees or agents.
6.3 E-Cruiter shall reimburse the Consultant for all reasonable and necessary
business expenses upon presentation to E-Cruiter of appropriate written
documentation and receipts therefor. The Consultant must receive prior
written approval from E-Cruiter for any single expense in excess of Two
Hundred and Fifty Dollars ($250.00).
7. DELIVERY OF SERVICES
7.1 Subject to paragraph 7.2 herein, the Consultant shall provide to
E-Cruiter the Services on the dates described in Schedule "A".
7.2 At the M3 milestone (as described in the Proposal), representing
presentation of the system design documents, the parties shall establish the
schedule for all subsequent deliverables in milestones. The Consultant shall
use best efforts to ensure that the dates as originally presented to
E-Cruiter remain unchanged. Any change in milestones or deliverables shall
not result in any additional cost to E-Cruiter, other than if such cost is as
a result of E-Cruiter requesting a functionality that was not specified in
Schedule "A" attached hereto.
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7.3 In the event that the Consultant has not met any one or all of the
major milestones, being M3, M8, and M14 (as described in the Proposal)
as of 8:00 a.m. on the sixth business day following the established
milestone date, E-Cruiter may charge the Consultant a one time late
penalty fee of Two Thousand Dollars ($2,000.00) for each of the three
major milestones missed by the Consultant. E-Cruiter may deduct such
penalty from amounts otherwise due to the Consultant.
7.4 If , by the eleventh business day following the milestone due date,
the deliverables remains undelivered, E-Cruiter has the right to
terminate this Agreement without any further obligations to the
Consultant. Upon such termination, E-Cruiter shall pay to the
Consultant any fees owing for the Services delivered up to and
including the milestone date, on the condition that all work in
progress is delivered to E-Cruiter.
8. INTELLECTUAL PROPERTY
8.1 All Work Product created by the Consultant under this Agreement is
"work for hire" and is the property of E-Cruiter. The Consultant
assigns to E-Cruiter all right, title and interest in and to the Work
Product. The Consultant expressly waives any claim to moral rights over
any Work Product created by the Consultant under this Agreement, and
the Consultant shall ensure that any agent or employee of the
Consultant shall have waived all moral rights over any Work Product
created under this Agreement.
8.2 The Consultant warrants that the provision of the Services and
materials called for hereunder shall not infringe any third party
"Intellectual Property Rights" (patents, trademarks, copyrights, trade
secrets) and agrees to fully defend and indemnify E-Cruiter, at the
Consultant's expense, against all claims relating to any Intellectual
Property Rights arising out of the Consultant's fault or negligence.
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9. WARRANTIES AND LIMITATION OF LIABILITY
9.1 The parties recognize that Consultant's exclusive warranty with regard to
the Services and materials provided under this Agreement is to provide the
Services and materials of professional quality conforming to generally
accepted practices in the field of information management and technology.
9.2 The Consultant warrants that the deliverables resulting from the Services
shall meet the contractual requirement so that the deliverables (as evidenced
during acceptance tests, as applicable) accurately and automatically process
date and date-related data including, but not limited to calculating,
comparing, and sequencing of such data from, into and between the twentieth
and twenty-first centuries, including leap year calculations when used in
accordance with the documentation provided by the Consultant and accepted by
E-Cruiter, provided that all hardware, software and firmware products used
with the deliverables properly exchange accurate date and date-related data
with them. To that end, the Consultant also warrants that date-related
processing will not, in any way, prevent hardware, software or firmware from
conforming to the requirement of the Agreement prior to, during, or after the
year 2000. E-Cruiter may, at no additional cost, require the Consultant prior
to the performance of the Services, to reasonably demonstrate compliance
and/or compliance techniques and test procedures it intends to follow in
order to comply with all of the obligations contained herein.
9.3 The warranties contained in paragraph 9.2 herein shall not apply where a
modification has been made to a deliverable provided under this Agreement by
a party other than the Consultant or a party approved in writing by either of
them.
9.4 In no event shall the Consultant be liable to E-Cruiter for indirect,
special, incidental or consequential damages (including, but not limited to,
damages for lost profits, lost sales, lost business opportunity, or injury to
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person or property), which exceed $75,950, arising out of any breach of this
Agreement or the use of the products and/or services provided under this
Agreement.
10. CONFIDENTIALITY
10.1 The Consultant shall require each of its agents and employees who work
under this Agreement to execute and deliver to E-Cruiter a non-disclosure
agreement, the form of which is attached hereto as Schedule "B"
11. NON-COMPETITION
11.1 The Consultant shall require each of its employees and agents who work
under this Agreement to execute and deliver to E-Cruiter a non-competition
agreement, the form of which is attached hereto as Schedule "C1 and C2".
12. TERMINATION
12.1 E-Cruiter shall have the right to terminate this Agreement at any time
without notice to the Consultant. Upon termination, E-Cruiter shall:
12.1.1 pay all amounts owing to the Consultant on the date of
termination;
12.1.2 pay the Consultant a termination penalty of Fifteen Thousand
Dollars ($15,000.00), provided that:
(1) the Consultant returns to E-Cruiter all work in progress; and
(2) the Consultant is not in default of any of its obligations
under this Agreement; and
12.1.3 pay to the Consultant the monthly fee of Ten Thousand Eight
Hundred and Fifty Dollars ($10,850.00), less monthly charges for
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computer lease, cellular phone, health benefits and internet access,
for each remaining month or part thereof, up to and including January
31st, 2000, provided that the Consultant provides services to
E-Cruiter, as agreed upon by the parties, between the date of
termination and January 31st, 2000.
13. STATUS OF PARTIES
13.1 The Consultant's relationship with E-Cruiter shall be that of an
independent contractor and not that of an employee or agent. Without
limiting the generality of the foregoing, the Consultant shall not be
entitled to participate in any pension plans and employee benefit plans of
E-Cruiter nor will the Consultant be entitled to receive any health, life,
disability or other insurance provided from time to time to the employees of
E-Cruiter. Further, as an independent contractor, the Consultant will be
responsible for remitting such amounts as may be required by municipal,
provincial or federal authorities, including, without limiting the
generality of the foregoing payments to Revenue Canada, the Employment
Insurance Commission, Workers Compensation and the Canada Pension Plan. In
the event that E-Cruiter is required to make any such remittances on behalf
of the Consultant, such payments shall be deducted from the fee at that time
owing to the Consultant by E-Cruiter. Before making such deductions,
E-Cruiter will use reasonable commercial efforts to ensure that the
Consultant is aware of and participates in any discussions with Revenue
Canada.
14. ARBITRATION
14.1 All questions, controversy or claims arising out of or relating to this
Agreement shall be settled by arbitration in accordance with the
Arbitrations Act, Ontario, as amended, by one (1) arbitrator (the
"Arbitrator") appointed by the parties.
14.2 The arbitration will take place in the City of Ottawa unless otherwise
agreed by the parties.
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14.3 The Arbitrator has the right to grant legal and equitable relief
including injunctive relief and the right to grant permanent and interim
injunctive relief. The Arbitrator shall not amend or otherwise alter the
terms and conditions of this Agreement. The Arbitrator shall render a
decision within 60 days after his or her appointment as Arbitrator.
14.4 Any claim arising out of or relating to the terms of this Agreement
shall be made in writing and shall be served upon the party against whom the
claim is made not more than twelve (12) months from the date of the alleged
breach and any such claim not made within such twelve (12) month period
shall be deemed to have been abandoned and shall be absolutely barred.
14.5 The final award of the Arbitrator shall be a condition precedent to an
action in any court, and such award shall be final and binding on the
parties with no appeal to any court. The parties hereby agree to carry out
any decision or order of the Arbitrator in good faith.
15. NOTICES
15.1 Any notice or other written communication required or permitted
hereunder shall be in writing and:
15.1.1 delivered personally to the party or, if the party is a
corporation, an officer of the party to whom it is directed;
15.1.2 sent by registered mail, postage prepaid, return receipt
requested (provided that such notice or other written communication
shall not be forwarded by mail if on the date of mailing there exists
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an actual or imminent postal service disruption in the city from which
such communication is to be mailed or in which the address of the
recipient is found); or
15.1.3 sent by confirmed facsimile.
15.2 All such notices shall be addressed to the party to whom it is directed
at the following addresses:
if to : X-Xxxxxxx.xxx Inc.
by mail or personal delivery: 000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX X0X 0X0
Attention: Xxxx Xxxxx
by facsimile: (000) 000-0000
if to : Daetus Consulting Inc.
by mail or personal delivery: 00 Xxxx Xxxxxx
Xxxxxx, XX X0X 0X0
Attention: Xxxxxx Xxxxxxxx
15.3 Any such notice or other written communication shall, if mailed as
aforesaid be effective five (5) days from the date of posting; if given by
facsimile, shall be effective on the first business day after the sending
thereof; and if given by personal delivery shall be effective on the day of
delivery.
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15.4 Either party may at any time change its address by giving notice of
such change of address to the other party in the manner specified in this
paragraph.
16. FURTHER ASSURANCES
The parties hereto shall do all further acts and things and execute all
further documents reasonably required in the circumstances to effect the
provisions and intent of this Agreement.
17. AMENDMENT OF AGREEMENT
This Agreement can only be altered, amended or annulled at any time by the
mutual consent in writing of the parties hereto. For greater certainty, all
changes in scope and milestone deliverables require the written consent of
both parties.
18. TIME OF ESSENCE
Time shall be of the essence hereof.
19. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
20. CURRENCY
All payments under and amounts of money referred to in this Agreement are
expressed in Canadian Dollars unless otherwise stated.
21. HEADINGS
The headings appearing throughout this Agreement are inserted for
convenience only and form no part of the Agreement.
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22. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or enforceability of any other provision hereof and
any such invalid or unenforceable provision will be deemed to be severable.
23. ENTIRE AGREEMENT
23.1 This Agreement together with the schedules attached hereto constitutes
the entire agreement between the parties and supersedes all prior and
contemporaneous agreements, understandings and discussions, whether oral or
written, and there are no other warranties, agreements or representations
between the parties except as expressly set forth herein.
23.2 The following schedules are attached hereto and form an integral part
of this Agreement:
Schedules A - Letter dated July 22, 1999 to Xxxxx Xxxxxxx from Xxx Xxxxxxxx;
and Proposal dated July 27, 1999
B - Non-disclosure Agreement
C - Non-competition Agreement
24. WAIVERS
No amendment, waiver or termination of this Agreement will be binding unless
executed in writing by the parties to be bound hereby. No waiver of any
provision of this Agreement will be deemed or will constitute a waiver of
any other provision, nor will any such waiver constitute a continuing waiver
unless expressly provided.
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25. AGREEMENT BINDING
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective personal representative, executors,
administrators, successors and assigns.
26. COUNTERPARTS
26.1 This Agreement may be executed in several counterparts, each of which
together shall constitute one and the same instrument. Counterparts may be
executed either in original or faxed form and the parties may adopt
signatures receiving by a fax machine as original signatures of the parties;
provided, however, that either party providing its signature in such manner
shall promptly forward to the other party an original of the signed copy of
this Agreement which was so faxed.
SIGNED, SEALED AND DELIVERED this day of ,1999.
X-XXXXXXX.XXX INC.
Per: ___________________________________
Title:
DAETUS CONSULTING INC.
Per: ___________________________________
Title:
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SCHEDULE "A"
The Engagement Letter
Daetus Consulting Inc.
00 Xxxx Xxxxxx,
Xxxxxx, Xxxxxxx, X0X 0X0
Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
July 22, 1999
Xxxxx Xxxxxxx
President and CEO
X-Xxxxxxx.xxx Inc.
Constitution Square,
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxx X0X 0X0
Subject: Slingshot Job Launcher Proposal
Dear Xxxxx,
It is with pleasure that I submit for your review and purchase approval the
following proposal
Here are some highlights of Slingshot's capabilities...
o The ability to rapidly add new job sites without programming.
o Automatic verification that each job posted is, in fact, actually posted.
o High capacity and robust - run-time code is written in C++.
o Support for job sites using FTP, HTTP, Email
o Newsgroup support
o Component based technology.
o Full reporting capabilities.
o E-cruiter 2.x and Helius compatible.
I am committed to having two job sites operational by the end of August 1999 and
a further eight sites by the end of the contract.
If you have any questions or concerns please do not hesitate to contact me.
Yours sincerely,
Xxx Xxxxxxxx
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Proposal for the Development of
Slingshot: Job Launcher Software
prepared for: X-Xxxxxxx.xxx Inc.
prepared by: Daetus Consulting Inc.
date prepared: July 27, 1999
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UNDERSTANDING OF REQUIREMENTS
The core functionality of Slingshot consist of a set of job oriented commands,
including the ability to post a job, un-post a job and verify a job posting.
Additional tools will be provided for controlling and monitoring the system and
producing reports.
Slingshot commands can be directed to a single site or multiple sites. The
target site or sites for a job posting will be identified by the existing
E-Cruiter service code field.
When posting a job Slingshot will automatically convert the job data to a format
that is acceptable by the target site, this may also include some data
translation to accommodate site specific fields etc. For sites that permit URL
links, Slingshot will automatically add a hot-link back to the E-Cruiter job
application page to the posting. When this is not possible, Slingshot will
provide the job site with the appropriate E-Cruiter email address.
Each job posting will trigger an automatic verification. There are two stages to
the verification process: verifying the job transmission and verifying the
actual posting.
Job transmission verification takes place as Slingshot communicates with the
site. Detection of job transmission failures are immediate because failures of
this nature will be due to a site being down or an internet communications
problem. When a job transmission failure occurs additional attempts will be
scheduled for another time. An error will only be generated after a number of
transmission failures have occurred.
For the posting verification, Slingshot will re-contact the site to determine
the success or failure of the posting. The result of the verification can be
included in a report or cause a notification email to be generated. A
prerequisite for posting verification is that the site must provide an HTTP
based search capability.
Slingshot will provide an un-post job command. It is possible that some job
sites may not be able to support an un-post capability. Slingshot will provide a
mechanism for identifying site capabilities. A prerequisite for un-posting is
that the site must provide an HTTP based search capability and additionally a
means to delete a specified job.
There are thousands of job posting sites on the internet and new ones are
constantly being created. Slingshot will take advantage of the fact that most of
these sites employ one of four possible posting mechanisms: FTP, Email, HTTP or
Junglee.
Slingshot will define and implement a site gateway component as a means to
abstract the task of communicating with a job site. Initially, gateways will be
provided to support the FTP, Email, HTTP, Junglee and NNTP posting mechanisms as
well as posting verification and un-post operations.
The job site gateways will make possible the rapid addition of new sites by
non-programmers. Slingshot will provide this capability by delivering a Site
Configuration utility for FTP, Email, HTTP, Junglee and NNTP sites. In addition
to the site configuration utility, a sophisticated Site Assistant utility will
allow the user to teach Slingshot how to post jobs to a specific HTTP based site
to facilitate the creation of the initial site configuration file.
The Slingshot System Administrator will provide unrestricted access to all
Slingshot tables and some powerful high level functions for manipulating
Slingshot tables. Since the usual safeguards to insure data integrity will not
be present, this tool is intended for use by system administrators.
The User Control Panel will provide controlled access to the Slingshot tables
and data files. From the Control Panel, users will be able to create new job
sites, edit job site configurations, create and edit job site lists, maintain
userids and passwords for transparent site access, view the status of any job
posting, and other routine tasks.
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All Slingshot components will be created using Visual C++ 6.0 and ATL 3.0. Since
ATL defines all interfaces as Dual, by default, all Slingshot interfaces will be
available to Helius. Interaction with the Slingshot system will be handled by
tools developed in Visual Basic 6.0. Ultimately Helius will provide the primary
user interface to Slingshot.
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IMPLEMENTATION PLAN
The core Slingshot functionality will be complete by 15 October 1999. At this
point the system could be put into limited production with some assistance from
Daetus to add new sites and modify system parameters.
The completion date for the last Slingshot deliverable is 26 January 2000, then
after a 2 week transition period the final project approval would fall on 9
February 2000..
X-Xxxxxxx.xxx has identified a need to post jobs to 2 job sites by 23 August
1999 and a further 8 sites to be delivered at a rate of approximately 1 per
week. Initially, E-Cruiter will continue to directly manage job postings to
PositionWatch and to XxxxxxXxxxxx.xxx. The only way to achieve results by the
specified dates is to develop an interim, shortcut solution in parallel with
Slingshot.
In addition to the five standard site gateways (FTP, HTTP, NNTP, Email and
Junglee), Slingshot will support a custom gateway to facilitate the
implementation of the interim solution.
Slingshot will ignore any task created for a job site that uses a custom
gateway. These tasks would be handled by a separate application. The interim
solution will be the implementation of a system to process tasks using custom
gateways.
The interim solution will use the same tables and system files as the production
Slingshot system and will obey all rules for accessing those tables, allowing
the two systems to co-exist peacefully. As the real site gateways are made
available, sites can be converted from custom gateways.
The interim solution is intended to meet E-Cruiter's short term goals only. It
will not support any of the Slingshot features for reporting, administration,
verification or a facility for adding new job sites. The interim solution will
support only a limited number of job sites and each one will be hard coded.
Support for the interim solution will be discontinued as soon as the Slingshot
system is complete.
Note: The life of the interim solution could be extended indefinitely to provide
an option for posting to sites that do not support any of the standard site
gateway protocols (FTP, HTTP, NNTP, Email or Junglee).
Some components from Slingshot may be used to speed the development of the
interim solution. Slingshot components will be released to the team developing
the interim solution as they become available as long as such cross-project code
sharing does not impact the scheduled delivery of Slingshot.
The same 10 job sites identified for the interim solution will be used to test
Slingshot during development and will be fully ported to Slingshot as part of
the final implementation at E-Cruiter. Once this task has been completed,
support for the interim solution can be discontinued.
Initially, placebo components will be developed for all of the site gateways and
for the verification engine. These components will implement all of the required
interfaces, methods and properties of the target component but will provide only
minimal functionality (if any). This will allow testing of the Slingshot user
interfaces and infrastructure to begin before all of the more complicated
gateway code is fully functional.
Once the final deliverable has been accepted, Slingshot will be put into full
production at X-Xxxxxxx.xxx. A resource from Daetus will be on-site for a
transition period of 2 weeks to assist with setup and installation and provide
any necessary system maintenance.
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After the transition period has ended, the warranty period (90 days) will begin.
X-Xxxxxxx.xxx will receive unlimited phone/email during this period. Any bugs
found and reported during this period will be fixed at no additional cost. Site
visits to correct problems will be made as required or requested.
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PROJECT MANAGEMENT
The responsibilities of Daetus are clearly defined by the list of deliverables
and milestones, but in order for the project to be successful E-Cruiter must
agree to meet certain responsibilities as well.
E-Cruiter Responsibilities
To appoint an individual (or individuals) to act as the project authority. The
project authority must be empowered to make decisions that may affect the
project scope, cost and schedule.
To provide acceptance (sign-off) of project deliverables within the timelines
described in the milestones and deliverables schedule.
To provide acceptance or to reject any change request to the scope of the
project.
To make knowledgeable resource(s) available for consultation for the duration of
the project.
Change Requests
Although the cost and scope of the project have been "fixed", it would be unwise
to believe that every contingency has been considered.
The Change Request Form exists to allow the scope of work to be changed to meet
unforseen requirements or merely to add or remove functionality. All change
requests are assigned a unique number and become a permanent part of the project
history.
A change request may be submitted by Daetus or by E-Cruiter. When created, the
change request must be assigned a priority of High, Medium or Low. The creator
of the change request will set the priority intially but the Project Authority
can adjust the priority of any change request.
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Priority Meaning
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High High priority changes are those changes that must be implemented because they are considered imperative to the
success of the project.
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Medium Medium priority changes are "nice to have" features that will be implemented if they can be completed without
seriously affecting the project delivery (at the discretion of the Project Authority).
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Low Low priority changes are "wish list" features that will be logged but not implemented until the core project
has been completed.
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In response to a change request, Daetus will propose a solution and perform an
impact analysis. The impact analysis will determine whether the change will
affect the schedule and/or the project cost. Once this information is available
the Project Authority will decide whether the request will be approved or
rejected.
If the change request is approved, the Milestones and Deliverables schedule and
the project cost will be updated as per the impact analysis.
Problem Reports
The Problem Report Form is a formal method anyone involved with Slingshot can
use to report bugs in the software. All problem reports are assigned a unique
number and become a permanent part of the project history.
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Once a problem has been reported a solution will be proposed and an impact
analysis performed to determine whether fixing the problem will affect the
schedule.
A problem report may be submitted by Daetus or by E-Cruiter. When created, the
problem request must be assigned a severity of High, Medium or Low. The creator
of the problem report will set the severity intially but the Project Authority
can adjust the severity of any problem report.
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Severity Meaning
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High Problem renders software unusable, untestable, or unstable and must be resolved immediately.
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Medium Problem is obvious but does not seriously affect the operation of the software.
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Low Minor annoyance, fix as time permits.
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All problems that are reported and verified as problems will be fixed. High
severity problems will be fixed immediately, medium and low severity problems
will be fixed during the transition period at the end of the project or as time
permits (at the discrection of Daetus).
Quality Assurance
All tests described in the System Test Plan will be carried out by a qualified
test engineer, working directly with the development team.
No deliverable will be presented for approval until it has passed the quality
assurance test(s) as specified in the Test Plan. This may require more than one
test cycle as high severity bugs are found and fixed.
A deliverable may be presented for approval with outstanding low or medium
severity bugs (see the previous section on Problem Reports).
E-Cruiter may decide to raise the severity of any unresolved problem report and
reject the associated deliverable until the problem is resolved.
All unresolved problem reports and a report of the test results will be
presented with each deliverable (or group of deliverables).
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DESCRIPTION OF MILESTONES
M1 Meeting to present project proposal: This purpose of this meeting is to
present the final draft of the Slingshot proposal and address any outstanding
questions or concerns.
M2 Approval of D1 required: The project proposal must be approved. before any
design/development work begins.
M3 Meeting to present system design documents: The actual design documents will
be delivered to E-Cruiter in advance of this meeting (as they become available)
to avoid creating a review bottle-neck.. The purpose of this meeting will be to
present the documents and address any immediate questions or concerns.
M4 Approval of D2..D5 required: After M3, E-Cruiter has 5 days to review and ask
for changes to the design then the system design documents must be approved for
development to begin. Note: the designs can still be changed via a change
request in the future if necessary.
M5 Status Meeting: It will not be possible to demonstrate the system at this
point but the status meeting will be held to provide updates on the progress of
the interim solution and Slingshot development.
M6 Site Information Required: E-Cruiter: E-Cruiter must provide information for
the 10 target job sites. It is expected that E-Cruiter will have already
established accounts with these sites and can provide the site technical contact
as well as any required userids and passwords to facilitate testing. At least
one site of each type (FTP, HTTP, NNTP, Email, and Junglee) must be provided.
M7 Demo and delivery of D6..D14: Daetus will deliver D6..D15 and install the
system at E-Cruiter on a stand-alone test machine in order to provide a brief
system demo.
M8 Approval of D6..D14 required: After M6, E-Cruiter has 5 days to review and
approve the deliverables, D6..D14, in order for development to continue.
M9 Meeting to present gateway and verification components: All of the site
gateway and verification engines, D15..D22, will be presented at this meeting
along with the results of the QA tests for these components.
M10 Approval of D15.. D22 required: After M8, E-Cruiter has 5 days to review and
approve the deliverables, D15..D22, in order for development to continue.
At this point, the system could be put into limited production if necessary.
Some extra effort would be required to set up sites and install the software
because none of the UI components will be ready.
M11 Meeting to present Slingshot UI applications: The Slingshot UI applications,
D23..D27 will be presented at this meeting along with the results of the QA
tests.
M12 Approval of D23..D27 required: After M10, E-Cruiter has 5 days to review and
approve the deliverables, D23..D27, in order for development to continue.
M13 Report specifications required from E-Cruiter: E-Cruiter must deliver the
specifications and layouts for the 4 system rpeorts so development of the
reports can begin.
M14 Meeting to present reports, source, doc and demo working job sites: The
final set of deliverables D28, D29 and D30 will be provided in this meeting and
a demonstration will be provided of the fully functional system.
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M15 Transition period begins: A resource from Daetus will be on-site for a
period of 2 weeks. During this time the resource will install the software in
the E-Cruiter production environment, train E-Cruiter staff in the use of the
system, answer any questions about the software and provide any necessary system
maintenance.
M16 Approval of D28..D30 required: After the transition period has ended,
approval of the final set of deliverables D28..D30 is required before the final
project approval can be given.
M17 Final project approval required: Once the Final Project Approval Form has
been signed the warranty period can begin.
X00 Xxxxxxxx Period Begins: The warranty period will be 90 days. During the
warranty period any bugs found and reported will be fixed at no cost. Site
visits to correct problems will be made as required or requested.
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DESCRIPTION OF DELIVERABLES
D1 Project Proposal: Acceptance of this proposal and all the terms and
conditions stated herein is required before development can begin. Changes to
the project can be made in the future by presenting a completed change request
form signed by the project authority.
D2 Tables and Files: This deliverable will consist of the SQL tables and system
files themselves as well as a document describing each in detail. Initially the
SQL tables will be developed in Access 97. Ultimately the SQL tables will be
imported into SQL server.
D3 Functional Specification: This will serve as the design document for all of
the Slingshot programs that contain interactive elements. The functional
specification will consist of screen snapshots and detailed descriptions of all
user interface elements. This document will be used to produce the QA Test Plan.
D4 System Architecture: This document will describe all of the Slingshot
components, the interfaces they implement and their relationships.
D5 Test Plan: This document will consist of a set of manual test cases to be
performed to ensure the product performs as described in the functional
specification and that the system is robust and reliable.
D6 Job Creator: This is an application that allows users to create jobs for
submission directly, bypassing the inbound Email and Helius gateways. This will
be used primarily to facilitate testing but also to get the interim solution off
to a fast start.
D7 Inbound Email Gateway Component: This component retrieves job posting emails
from a specified POP server and populates the Slingshot job database and task
list databases.
D8 Inbound Helius Gateway Component: This component retrieves job posting date
from Helius and populates the Slingshot job database and task list databases.
D9 Task Manager Component: This component is responsible for scheduling and
carrying out posting, un-posting and verification tasks, loading the appropriate
gateways to carry out site operations and dealing with gateway responses.
D10 Placebo Site Gateway Component: This component provides a minimal
implementation of the Site Gateway interfaces. All methods and properties
required by the Site Gateway design will be present but not fully implemented.
X00 Xxxxxxx Verification Engine Component: This component that provides a
minimal implementation of the Verification Engine interfaces. All methods and
properties required by the Verification Engine design will be present but not
fully implemented.
D12 System Startup and Control: This deliverable consists of the System Monitor
application and necessary startup code to load the inbound gateway, task manager
and system monitor component.
D13 Initial System Test (QA): This will be the first test of all of the system
components. Although the gateways and verification engines will not be
functional it will allow the infrastructure to be tested to make sure the
components are loaded properly, that tasks are scheduled properly and that the
system monitor works. A report containing the results of the testing as well as
problem reports for any unfixed bugs will be provided.
D14 First System Demonstration: This demo is based on D13, the system testing.
The purpose of the demo is not to show a fully functional system but to show
that all of the components work properly. Part of this deliverable will be the
creation of an installation procedure.
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D15 FTP Site Gateway Component: This component implements the site gateway
interface for sites that support posting through FTP.
D16 Email Site Gateway Component: This component implements the site gateway
interface for sites that support posting through Email.
D17 Junglee Site Gateway Component: This component implements the site gateway
interface for sites that support posting using the Junglee method.
X00 XXXX Site Gateway Component: This component implements the site gateway
interface for Newgroup posting.
D19 HTTP Site Gateway Component: This component implements the site gateway
interface for posting using HTTP.
D20 HTTP Verification Engine Component: This component is a full implementation
of the HTTP verification engine and will replace the placebo component for
verifying postings for all posting methods (except NNTP).
X00 XXXX Verification Engine Component: This component is a full implementation
of the NNTP verification engine and will replace the placebo component for
verifying NNTP postings.
X00 Xxxxxxx and Verification Testing: This phase of testing focuses on the site
gateways for FTP, Email, Junglee, NNTP and HTTP and the verification engines.
Gateway testing will be done using one site for each posting method, chosen from
the 10 target sites identified by E-Cruiter. If not all posting methods are
represented, alternate testing sites will be chosen. Tests will be performed to
ensure that verification is working properly and that the engines are not
reporting false positives or failures for successful postings. A report
containing the results of the testing as well as problem reports for any unfixed
bugs will be provided.
D23 Site Assistant: This application will allow users to teach Slingshot how to
post jobs to new job sites. The Site Assistant will require some user input
during the posting process but will be as automated as possible.
D24 Slingshot Administrator: This application provides privileged access to all
Slingshot tables. See the functional specification for details.
D25 Site Configuration Tool: This application allows users to create and modify
site configuration files. See the functional specification for details.
D26 User Control Panel: This application provides system users with their
primary interface to Slingshot. The control panel application allows users to
carry out the day to day tasks of posting jobs, setting up new job sites, etc.
See the functional specification for details.
D27 User Interface Testing (QA): This final phase of testing focuses on the user
interface components of Slingshot, which necessarily also covers the underlying
components and infrastructure. A report containing the results of the testing as
well as problem reports for any unfixed bugs will be provided.
D28 Reports: Four summary or status reports. The specific details of these
reports must be provided by the project authority.
D29 Create 10 Job Sites: Set up the 10 job sites identified for the interim
solution and get them working with Slingshot. Once this has been done and
tested, support for the interim solution can be discontinued.
26
D30 Source and Documentation: The final deliverable will consist of the complete
source code for the project, all the documentation and the results of QA tests
on user interface components.
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MILESTONES/DELIVERABLES SCHEDULE
Milestone/ Target Revised
Deliverable Description Date Date
D1 Project Proposal
M1 Meeting to present project proposal 12 Jul 99
M2 Approval of D1 required 21 Jul 99
D2 Tables and Files
D3 Functional Specification
D4 System Architecture
D5 Test Plan 27 Aug 99
M3 Meeting to present system design documents 17 Aug 99 23 Aug 99
M4 Approval of D2..D5 required 24 Aug 99 30 Aug 99
D6 Job Creator
D7 Inbound Email Gateway
D8 Inbound Helius Gateway
D9 Task Manager Component
M5 Status Meeting 17 Sep 99
D10 Placebo Site Gateway Component
D11 Placebo Verification Engine Component
D12 System Startup and Control
D13 Initial System Test (QA)
D14 First System Demonstration
M6 Site Information Required 8 Oct 99
M7 Demo and delivery of D6..D14 8 Oct 99
M8 Approval of D6..D14 required 15 Oct 99
D15 FTP Site Gateway Component
D16 Email Site Gateway Component
D17 Junglee Site Gateway Component
D18 NNTP Site Gateway Component
D19 HTTP Site Gateway Component
D20 HTTP Verification Engine Component
D21 NNTP Verification Engine Component
X00 Xxxxxxx and Verification Testing (QA)
M9 Meeting to present gateway and verification components 1 Dec 99
M10 Approval of D15.. D22 required 8 Dec 99
D23 Site Assistant
D24 Slingshot Administrator
D25 Site Configuration Tool
D26 User Control Panel
D27 User Interface Testing (QA)
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M11 Meeting to present Slingshot UI applications 12 Jan 00
M12 Approval of D23..D27 required 19 Jan 00
M13 Report specifications required from E-Cruiter
D28 Reports
D29 Create 10 Job Sites
D30 Source and Documentation
M14 Meeting to present reports, source, doc and demo working job sites 26 Jan 00
M15 Transition period begins 27 Jan 00
M16 Approval of D28..D30 required 9 Feb 00
M17 Final project approval required 9 Feb 00
X00 Xxxxxxxx period begins 9 Feb 00
29
SCHEDULE "B"
NON-DISCLOSURE AGREEMENT
TO: X-XXXXXXX.XXX INC
I acknowledge that in the course of the duties of Daetus Consulting
Inc. with X-Xxxxxxx.xxx Inc that I will have access to and be entrusted with
confidential information and trade secrets relating to the business of
X-Xxxxxxx.xxx Inc. The disclosure of any of which confidential information and
trade secrets to competitors, customers or to the general public, would be
highly detrimental to the best interests of X-Xxxxxxx.xxx Inc. Accordingly, in
consideration of the appointment of Daetus Consulting Inc. to provide consulting
services for X-Xxxxxxx.xxx Inc and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, I hereby agree that I will
not at any time, either during the time Daetus Consulting Inc. is retained by
X-Xxxxxxx.xxx Inc or thereafter disclose any of such confidential information
and trade secrets to any person nor use the same for any other purpose other
than for X-Xxxxxxx.xxx Inc.
Without limiting the generality of the foregoing, I hereby covenant and
agree that I will not at any time either during the time Daetus Consulting Inc.
is retained by X-Xxxxxxx.xxx Inc or thereafter: i) divulge to any person, firm
or corporation or make use of the name of any client of Xxxxxxxx.xxx Inc. ; (ii)
divulge to any person, firm or corporation or make use of any information
received or generated by us during the course of our work with regard to the
affairs of either of you including, without limitation, any information
concerning your methods of business operation; or (iii) use any program
materials developed by X-Xxxxxxx.xxx Inc, except as in my capacity of providing
services for X-Xxxxxxx.xxx Inc.
I acknowledge that upon request of X-Xxxxxxx.xxx Inc I will return all
proprietary information of the company and all copies thereof in my possession
or control. I will also furnish proof that additional materials kept by me have
been destroyed to the satisfaction of X-Xxxxxxx.xxx Inc.
I acknowledge that the information given to me by X-Xxxxxxx.xxx Inc is
the sole property of X-Xxxxxxx.xxx Inc and that I am holding such information in
trust for the benefit of X-Xxxxxxx.xxx Inc. It is also acknowledged that
information gathered and reports generated for X-Xxxxxxx.xxx Inc is sole
property of X-Xxxxxxx.xxx Inc and is to be considered confidential information.
I acknowledge that all confidential information will be stored under
strict control and in a secure environment.
DATED the day of 1999.
SIGNED, SEALED AND DELIVERED ) ____________________________
in the presence of )
)
30
SCHEDULE "C1"
NON-COMPETITION AGREEMENT (XXX XXXXXXXX AND THE CONSULTANT)
TO: X-XXXXXXX.XXX INC. ("E-Cruiter")
I (we) acknowledge that during the term of the consulting agreement dated as of
July 22, 1999 between E-Cruiter and Daetus Consulting Inc. and for a period of
twelve (12) months thereafter, I (we) will not compete, directly or indirectly,
either alone or in conjunction with any individual, firm, corporation or any
other entity, whether as principal, agent, shareholder, employee or in any other
capacity whatsoever, with the then current business of E-Cruiter in any
territory where E-Cruiter presently or in the future carries on business. The
business of E-Cruiter may include, but is not limited to, placing job
advertisements on the Internet, employment recruiting workflow, resume database
searching and data extraction, candidate screening, candidate assessment and
other human resources products or services.
I (we) agree that all of the restrictions contained herein are reasonable and
valid and properly required for the adequate protection of E-Cruiter's business.
I (we) agree that the remedy at law for any breach or threatened breach by me
(it) of the provisions hereof may be inadequate and that in the event of a
breach or threatened breach, E-Cruiter shall, in addition to and not in
limitation of any other rights, remedies or damages available to E-Cruiter at
law or in equity, be entitled to make an application to the appropriate court
granting E-Cruiter temporary and/or permanent injunctive relief against me(it).
I(we) acknowledge that I(we) have read and understood this Non-competition
Agreement and acknowledge that I(we) have had the opportunity to obtain legal
advice regarding this Non-competition Agreement.
31
IN WITNESS WHEREOF this Non-competition Agreement has been executed this day of
1999.
SIGNED, SEALED AND DELIVERED
XXXXXX XXXXXXXX
____________________________ ____________________________________
Witness
DAETUS CONSULTING INC.
Per:________________________________
Title:
32
SCHEDULE "C2"
NON-COMPETITION AGREEMENT (AGENTS AND EMPLOYEES OF THE CONSULTANT)
TO: X-XXXXXXX.XXX INC. ("E-Cruiter")
I acknowledge that during the term of the consulting agreement dated as of July
22, 1999 between E-Cruiter and Daetus Consulting Inc (the "Consulting
Agreement") and for a period of twelve (12) months thereafter, I will not
provide the same or similar services, as those provided to E-Cruiter pursuant to
the terms of the Consulting Agreement, either alone or in conjunction with any
individual, firm, corporation or any other entity, whether as principal, agent,
shareholder, employee or in any other capacity whatsoever, to any business that
competes, directly or indirectly, with E-Cruiter in any territory where
E-Cruiter presently or in the future carries on business. The business of
E-Cruiter may include, but is not limited to, placing job advertisements on the
Internet, employment recruiting workflow, resume database searching and data
extraction, candidate screening, candidate assessment and other human resources
products or services.
I agree that all of the restrictions contained herein are reasonable and valid
and properly required for the adequate protection of E-Cruiter's business.
I agree that the remedy at law for any breach or threatened breach by me of the
provisions hereof may be inadequate and that in the event of a breach or
threatened breach, E-Cruiter shall, in addition to and not in limitation of any
other rights, remedies or damages available to E-Cruiter at law or in equity, be
entitled to make an application to the appropriate court granting E-Cruiter
temporary and/or permanent injunctive relief against me.
33
I acknowledge that I have read and understood this Non-competition Agreement and
acknowledge that I have had the opportunity to obtain legal advice regarding
this Non-competition Agreement.
IN WITNESS WHEREOF this Non-competition Agreement has been executed this day of
1999.
SIGNED, SEALED AND DELIVERED
______________________________ _________________________________
Witness Name:
34
