PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made effective the
Effective Date written on the signature page herein, and in consideration of the
covenants, representations, and warranties set forth herein and other good and
valuable consideration, between InnerSpace Corporation, Inc., a Delaware
corporation having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇
▇▇▇ in ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("Company") and R. E. Gross and Associates LLC,
having its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇ ("Consultant"). Company and Consultant are sometimes hereinafter
together collectively referred to as the Parties.
DUTIES OF CONSULTANT
Consultant shall perform the services (the "Services") and deliver the software
(the "Software") in accordance with the terms hereof and the Statement of Work
attached hereto and marked Exhibit "A" and incorporated herein by reference for
all purposes (the "Statement of Work"). Consultant shall perform all Services
and design, develop and produce the Software and all related printed material in
accordance with the terms of this Agreement. This Agreement and the Statement of
Work are sometimes together collectively referred to as the Agreement.
The term "Software" shall include, without limitation, modifications to
OneClaim(R)Plus as more particularly described in the Statement of Work and all
printed material related to the Software, including manuals covering the
installation, application and use of the Software.
The term "Services" shall include, without limitation, the Services set forth
herein and in the Statement of Work and each of the following: Special studies,
programming and application design and development, systems analysis and design,
conversion and implementation planning, installation evaluation, all systems
engineering services necessary to design, develop, produce, and install the
Software, all related printed portions of the Software, and all related printed
portions of the Software.
The Services are to be performed at the premises of either the Company or the
Consultant, as may be designated solely by the Company.
If Consultant fails to perform in accordance with the terms of this provision,
then Company shall have the rights set forth in the provision of this Agreement
entitled Termination.
EXPERTISE OF CONSULTANT
Consultant and its personnel have expertise concerning the Software and the
Services and in the development of programs of the type set forth in this
Agreement and further Consultant and its personnel are qualified with suitable
training, experience and skills, and have all rights and licenses necessary to
fulfill the obligations described in this Agreement.
TERM
This Agreement shall take effect on the Effective Date and shall continue
thereafter in full force and effect until either (the "Term"): (1) Company gives
written notice to Consultant that the Services and the Software have been
received by the Company and that the Services and the Software are in conformity
with the terms of this Agreement and that the Company is thereby terminating the
Agreement; or (2) the Agreement is terminated or cancelled pursuant to any
provision of this Agreement.
COMPENSATION
Consultant shall be paid according to the Statement of Work for the performance
of the Services and relating to the Software (the "Compensation"). Consultant
agrees that the number of hours necessary to complete the Services and Software
in accordance with the terms of this Agreement shall not exceed the number of
hours designated in the Statement of Work (the "Designated Hours") and that
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Consultant will perform the Services regardless of the actual number of hours
that are required to complete the upgrade to the Software. The Compensation
includes all of Consultant's wages, taxes, overhead, general and administrative
expenses (including associated personnel) and all other indirect and direct
costs and any profit to be recovered or charged under this Agreement. The
Compensation further includes all expenses (including those relating to travel,
e.g. airfare, lodging, etc.) and out-of-pocket costs, e.g. photocopying,
overnight courier, long-distance telephone charges, etc. Consultant shall pay
its personnel at least the minimum wage applicable to each labor classification.
Consultant shall remit in a timely manner to appropriate governmental
authorities and hold Company harmless from all applicable sales, use, gross
receipts, value-added or similar levy (including interest and penalties imposed
thereon) with respect to the Services and the Software.
Except for Services that must be performed on or with Company's computers,
Consultant shall provide all materials necessary pertaining to the Software and
the Services.
Consultant shall receive no royalty or other remuneration pertaining to the
Software and the Services.
Consultant shall be paid according to the Statement of Work and within seven (7)
days after relevant payment is provided from the Customer for which the Software
and Services are performed.
TESTING AND ACCEPTANCE
The Software and the Services are subject to acceptance testing reasonably
designed to determine whether the Software and Services function in accordance
with the Agreement (the "Testing"). At the time the Software or Services are
delivered to Company, Company may, in its sole discretion, test the Software and
Services to determine whether, in the Company's sole discretion, the Software
and Services function in accordance with the terms of this Agreement. If Company
determines the Software and/or Services do not function in accordance with the
terms of this Agreement, then the Consultant shall take all steps necessary such
that the Software and Services are brought into conformity therewith ("Remedial
Work") in the sole discretion of the Company. Consultant shall complete the
Remedial Work within fifteen (15) days following the Testing (the "Remedial
Period"). Consultant shall complete the Remedial Work at no charge to the
Company. If, after the expiration of the Remedial Period, in the sole discretion
of the Company, the Services or Software are not in conformity with the terms of
this Agreement, or if Consultant fails to perform the Remedial Work during the
Remedial Period, then, Consultant shall be deemed to be in breach of this
Agreement and Company shall have the rights set forth in the paragraph of this
Agreement entitled Termination. Company's acceptance testing and written
acceptance will occur in phases, as Software is completed and delivered. Such
written acceptance of any phase shall unequivocally mean that compensation is
due for that phase.
REPAIRS
Consultant agrees, at its sole cost, for thirty (30) days following the written
acceptance by Company of the Services and the Software, to conduct any necessary
repairs in connection with the Software and the Services such that the Services
and Software shall operate in accordance with the terms of this Agreement (the
"Repair Period"). If during the Repair Period the Company notifies Consultant of
a "Major Failure" (a material defect in the Software or Services that causes a
substantial disruption of Company's business) Consultant shall promptly (but in
no event later than two hours after receiving such notice) respond by telephone
to acknowledge the Major Failure and shall promptly make its best effort to
diagnose and correct the error. "Minor Failures" (any failure other than a Major
Failure) shall be diagnosed and corrected by the Consultant within a reasonable
time by telephone support or through the issuance of updates or fixes.
Consultant acknowledges that a large accumulation of Minor Failures may
collectively, within the sole discretion of the Company be characterized and
treated by Company as a Major Failure if not corrected within a reasonable time.
All corrections shall recommence the sixty days Repair Period. If the Services
and or the Software do not perform in accordance with the terms of the Agreement
during the Repair Period, or if Consultant fails to perform in accordance with
Professional Services Agreement Page 2 of 12 Pages
the terms of this provision, Consultant shall be deemed to be in breach of this
Agreement and the Company shall have the rights set forth in the paragraph of
this Agreement entitled Termination.
WARRANTIES
Consultant represents and warrants that the Services, Software and the Custom
Work Product, when properly used as contemplated herein, will not infringe or
misappropriate any United States copyright, trademark, patent, or any other
similar law, or the trade secrets of any third persons and shall not contain any
proprietary material owned by any other party (the "Nonconforming Product").
Upon being notified of a claim resulting from the failure of Consultant to
perform his duty under this provision, Consultant shall immediately, at the
option of the Company, and without limiting the right of the Company to exercise
any other remedies available to it: (1) Defend through litigation or obtain
through negotiation the right of Company to continue using the Nonconforming
Product; (ii) rework the Nonconforming Product so as to make it noninfringing
while preserving the original functionality, or (iii) replace the Nonconforming
Product with its functional equivalent.
Consultant expressly warrants that the Services and the Software delivered under
this Agreement shall conform to the terms of this Agreement.
Consultant expressly warrants that the Services and the Software is original
work developed pursuant to this Agreement and created solely by the Consultant.
The terms of this provision shall survive any termination of this Agreement.
TERMINATION
(a) Subject to section (c) of this provision, this Agreement may be terminated
by either Party upon the occurrence of any of the following events, and the
terminating Party shall have no liability to the other Party for the exercise of
such right:
(1) By either Party, if the other Party has breached a covenant, obligation
or warranty under this Agreement and such breach remains uncured for a period of
thirty days after notice thereof is sent to such other Party;
(2) By either Party, if the other Party ceases to conduct business; or
(3) By Company, if Consultant either fails to comply with the provision
entitled Duties of Consultant, perform the Remedial Work, or, during the Repair
Period, to make the Software or the Services perform in accordance with the
terms of this Agreement and the Specifications.
(b) This Agreement may be terminated immediately by Company for Company's
convenience upon notice to Consultant in accordance with the terms of this
Agreement.
(c) In the event either Party terminates this Agreement, Company shall have no
further liability to Consultant, except to pay Consultant only for that portion,
if any, of the Services or Software claimed and accepted by Company; if Company
has paid Consultant for any Services or Software which are determined, after the
expiration of the Remedial Period, to not be in conformity with the terms of
this Agreement, then Consultant shall refund to Company all amounts paid to
Consultant by Company hereunder less payments due Consultant for Services or
Software that the Company elects to accept pursuant to written notice to
Consultant by Company.
(d) The rights and remedies set forth in this Agreement are cumulative, and the
exercise of such rights shall be without prejudice to the enforcement of any
other right or remedy authorized by law or this Agreement.
INDEPENDENT CONTRACTOR STATUS
Company and Consultant agree that Consultant shall perform its duties under this
Agreement as an independent contractor. Personnel employed by Consultant who
perform duties related to this Agreement shall remain under the supervision,
management, and control of Consultant, and shall not in any event be considered
employees of Company. Nothing herein shall be deemed to establish a partnership,
Professional Services Agreement Page 3 of 12 Pages
joint venture, association or employment relationship between the Parties.
Consultant represents that it retains wide discretion in the time, manner and
details of performance, is not under Company's direct supervision or control,
has the skills and tools to perform the work, holds itself out generally as an
independent contractor and has other substantial sources of income. The
Consultant shall not take any action, binding or otherwise enforceable upon nor
enter into any contracts on behalf of Company.
NONCIRCUMVENTION
Consultant and Company each acknowledge that the other has expended considerable
time, effort and resources to create valued business relationships and promising
opportunities with respect to which each party may be introduced during the
course of the Agreement. Therefore, during the Term, and for two years
thereafter, Consultant and Company each agrees that it shall not, directly or
indirectly hire, refer, solicit, nor attempt to solicit the services or business
of any employee, customer or client of the other.
The terms set forth in this provision shall survive the termination of this
Agreement.
CONFIDENTIAL INFORMATION
(a) Consultant agrees that all information communicated to it by Company in any
way related to the Software and Services is confidential. Consultant agrees that
all information, conclusions, recommendations, reports, advice, or other
documents generated by Consultant pursuant to this Agreement are confidential.
(b) Consultant shall use its best efforts to prevent disclosure of any
Confidential Information to any third party. Consultant shall instruct its
personnel to keep that information confidential by using the same care and
discretion that they use with similar data designated by Consultant as
confidential, but in no event shall a Party or third party use less than its
best efforts. Neither Party shall alter or remove from any Software,
documentation or other Confidential Information of the other Party (or any third
party) any proprietary, confidential, copyright, trademark or trade secret
legend.
(c) Consultant acknowledges that all information concerning the Services,
Software and any future and proposed products of Company constitutes an
exceptionally valuable trade secret of Company. Confidential Information
includes, among other matters, the Software, the Services, the Custom Work
Product, the facts that the Software is planned, under development, or in
production, as well as any descriptions of the features of the Software and the
Services, any computer programs, device drivers, code, fonts and the like in any
way related to the Software and the Services, any and all program documentation,
program listings, flow charts, logic diagrams, input and output forms, manuals,
specifications, instructions, an other materials prepared by or for Company
which are in any way related thereto.
(d) Consultant agrees that all of Consultant's obligations with respect to
Confidential Information shall survive the termination of this agreement and any
relationship with Company.
COPYRIGHT
The following provisions govern the ownership and use of Custom Work Product.
For purposes of this Agreement, the term "Custom Work Product" includes the
Confidential Information, Services and the Software and is further inclusive of
all analyses, discoveries, designs, software routines, programs, scripts,
documentation, training manuals, and any fixes, new releases, enhancements or
derivative works of the foregoing created by the Consultant or its personnel in
furtherance of this Agreement including, without limitation, the following: (a)
All data, documentation, software and information in whatever form, first
produced or created by or for Consultant as a result of or related to the
performance of work or the rendition of the Services under this Agreement; and
(b) all data, documentation, software and information, in whatever form, not
first produced or created by or for Consultant as a result of or related to the
performance of work or the rendition of Services under this Agreement, but
included in, necessary, useful or utilizable in or with the any of the Custom
Work Product or any portion of same. The Parties agree that the Custom Work
Product and any other works produced by Consultant under this Agreement, shall
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be considered "works made for hire" as that term is understood under the
copyright law of the United States, 17 U.S.C.ss.ss.101 et seq., so that all
copyright and other property interest in the Custom Work Product and all other
work pursuant to this Agreement shall vest in the Company only at the time when
all the payments contemplated as the Total Price in Exhibit A hereto, Statement
of Work, shall be received by Consultant. Thereupon Consultant shall have no
more copyright or other property interest in any works, including the Custom
Work Product, produced under this Agreement. Consultant further agrees that any
copyright or other property interest that vests in Consultant shall be assigned
in their entirety to Company, and this assignment includes all of the exclusive
rights under copyright law only at the time when all the payments contemplated
as the Total Price in Exhibit A hereto, Statement of Work, shall be received by
Consultant. Consultant hereby irrevocably waives all other rights Consultant
might have in the Custom Work Product and all other work created pursuant to
this Agreement once Consultant receives such Total Price.
Any patentable invention or discovery which is conceived or first reduced to
practice in the course of and relating to the Statement of Work during
Consultant's engagement with the Company or through the use of the Company's
resources shall belong to the Company. Consultant shall (i) disclose promptly in
writing to the Company any such discovery or invention, and (ii) assign all
rights to such discoveries or inventions and any and all patents and patent
applications thereon to the Company, and cooperate fully with the Company in the
prosecution of patents or patent applications and the preparation and execution
of all documents necessary or incidental thereto.
Consultant shall require any of its agents or employees who perform services for
Company to sign an agreement with Company which binds such agents and employees
to the terms and conditions described above.
This provision and the assurances made herein shall survive the termination of
this Agreement.
PROPERTY RIGHTS
Company and Consultant agree that all original material, including the Services,
Software and all related printed materials comprising the Services and Software,
and all drawings, sketches, data sheets, manuals, files, records, equipment and
other documents and any prototypes, beta test programs, Services, Software (or
any updates thereof), and all parts thereof, information relating thereto, or
any other materials containing any of said Services, Software or other
information, originated and prepared for Company by Consultant pursuant to this
Agreement, the Custom Work Product, Confidential Information, and all
intellectual property including, but not limited to, all ideas and concepts
contained in computer programs and software, documentation or other literature
or illustrations that are conceived, developed, written, or contributed by
Consultant pursuant to this Agreement or that in any way relate to the Company,
either individually or in collaboration with others, at the time when all the
payments contemplated as the Total Price in Exhibit A hereto, Statement of Work,
shall be received by Consultant, shall become the sole property and shall remain
the sole property of Company and shall constitute both a trade secret owned
exclusively by Company and Confidential Information of the Company and Company
shall retain all tangible and intangible rights therein. Consultant acknowledges
and agrees that the sale or unauthorized use or disclosure of information
concerning the Services, Software, Confidential Information, Custom Work Product
and any descriptions of the Services and Software shall constitute a breach of
this Agreement and violation of a trade secret.
It is understood and agreed that any and all inventions, discoveries,
developments and improvements made or acquired by Consultant pursuant to this
Agreement and which are related in any way to the Services or the Software, or
any information related thereto, shall be Company's exclusive property at the
time when all the payments contemplated as the Total Price in Exhibit A hereto,
Statement of Work, shall be received by Consultant. Consultant shall promptly
Professional Services Agreement Page 5 of 12 Pages
report the making of all such inventions, discoveries, developments and
improvements to Company, and Consultant agrees to execute any and all documents
necessary for the vesting or protection of Company's interests in said
inventions, discoveries, developments and improvements, including the execution
of written assignments thereof to Company, and to assist Company, at Company's
expense, in the making and prosecution of any and all intellectual property
applications relating thereto.
This provision and the assurances made herein shall survive the termination of
this Agreement.
INJUNCTIVE RELIEF
The Parties acknowledge that violation by one Party of the provision of the
sections designated Proprietary Rights, Copyright, Warranties, Indemnification,
Confidential Information or Noncircumvention would cause irreparable harm to the
other Party not adequately compensable by monetary damages. In addition to other
relief, it is agreed that preliminary and permanent injunctive relief shall be
available to prevent any actual or threatened violation of such provisions.
LIMITATION OF LIABILITY
COMPANY SHALL NOT BE LIABLE TO CONSULTANT FOR ANY CLAIM ARISING OUT OF THIS
AGREEMENT IN AN AMOUNT EXCEEDING THE TOTAL CONTRACT PRICE FOR THE SERVICE OR
SOFTWARE AT ISSUE.
SECURITY; NO CONFLICTS
Each Party agrees to inform the other of any information made available to the
other Party that is classified or restricted data, agrees to comply with the
security requirements imposed by any state or local government, or by the United
States Government, and shall return all such material upon request. Each Party
warrants that its participation in this Agreement does not conflict with any
contractual or other obligation of the Party or create any conflict of interest
prohibited by the U.S. Government or any other government and shall promptly
notify the other Party if any such conflict arises during the Term.
INSURANCE
Each Party shall maintain adequate insurance protection covering its respective
activities hereunder, including coverage for statutory worker's compensation,
comprehensive general liability for bodily injury and tangible property damage,
as well as adequate coverage for vehicles. Each Party shall hold the other
harmless from liability for bodily injury, death and tangible property damage
resulting from the acts or omissions of its officers, agents, employees or
representatives acting within the scope of their work.
NOTICES
If delivered to the address and facsimile number set forth below or at such
other address or facsimile number as designated in writing and delivered to the
other Party, Notice shall be effective as follows: (1) Immediately when
delivered in person or transmitted by facsimile; one day after being sent by
overnight courier; or two days after being sent by first class mail postage
prepaid:
If to Company: InnerSpace Corporation
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to Consultant: R. E. Gross and Associates, LLC
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Professional Services Agreement Page 6 of 12 Pages
CHOICE OF LAW
This Agreement, the relationship between the Parties hereto, and any litigation
or dispute between the Parties hereto, whether based on contract or tort, in law
or in equity, will be governed by, and construed according to, the laws of the
State of Georgia, without giving effect to conflicts of principles of law. This
Agreement is wholly performable in ▇▇▇▇▇▇ County, Georgia. In the event of any
dispute over this Agreement or the relationship of the Parties to this
Agreement, the Parties agree that exclusive jurisdiction will be in the Georgia
District Courts of ▇▇▇▇▇▇ County, Georgia, or the United States District Courts
of the Northern District of Georgia, Atlanta Division. Company hereby consents
to the exercise of personal jurisdiction by the aforementioned courts in the
event of any dispute over this Agreement or the relationship of the Parties to
this Agreement.
PARTIES BOUND; ASSIGNMENT
This Agreement will be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns. Neither this Agreement nor
any rights or obligations hereunder may be transferred, assigned or
subcontracted by Consultant without the prior written consent of the Company and
any attempt to the contrary shall be void.
ENTIRE AGREEMENT, AMENDMENT
This Agreement and all attachments hereto embodies the entire agreement between
the Parties hereto relating to the subject matter hereof and supersedes all
prior or contemporaneous agreements, proposals, representations, statements or
understandings, whether written or oral. No change, modification or waiver,
other than as provided herein, of any other terms of this Agreement will be
binding unless included in a written agreement and signed by the Parties.
FURTHER ASSURANCES
The Parties hereto shall execute and deliver such further instruments and
documents as may be necessary to carry out the intent of this Agreement.
CONSIDERATION
The Parties hereto agree that this Agreement is supported by adequate
consideration, being the mutual benefits, obligations and covenants contained
herein, the receipt and sufficiency of which is hereby acknowledged and
confessed.
ATTORNEY'S FEES AND COURT COSTS
The prevailing Party in any litigation arising out of this Agreement, or the
relationship of the Parties hereto, will be entitled to an award of its
reasonable and necessary attorney's fees and costs of litigation.
ENFORCEABILITY
This Agreement will not be enforceable until signed by all of the Parties
hereto.
SEVERABILITY
If any court determines that any provision in this Agreement is invalid, void,
or unenforceable, the remaining provisions shall nevertheless continue in full
force and effect. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement, a
provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
NONWAIVER OF RIGHTS
No failure or delay on the part of any Party to exercise any right, power, or
privilege of any Party hereunder will operate as a waiver of any right, power,
or privilege under this Agreement.
Professional Services Agreement Page 7 of 12 Pages
DESCRIPTIVE HEADINGS
The title, headings, captions and arrangements used in this Agreement are for
convenience only and will not be deemed to limit, amplify or modify the terms of
this Agreement, nor affect the meaning hereof.
GENDER AND NUMBER
Throughout this Agreement, the singular number will include the plural, the
plural will include the singular, and the use of any gender will be applicable
to all genders.
JOINT PREPARATION
This Agreement was prepared jointly by the Parties hereto and not by any one
Party to the exclusion of any other.
COUNTERPARTS
This Agreement may be executed in separate counterparts, each of which so
executed and delivered shall constitute an original, but all such counterparts
shall together constitute one and the same instrument. Any such counterpart may
comprise one or more duplicates any of which may be executed by less than all of
the Parties, provided that each Party executes at least one such duplicate. The
Parties stipulate that a photostatic copy of an executed original will be
admissible in evidence for all purposes in any proceeding as between the
Parties.
AUTHORITY
Each of the Parties represents and warrants to the other that it has full and
complete authorization and power to execute this Agreement in the capacity
herein stated; and this Agreement is a valid, binding and enforceable obligation
of each of the Parties and does not violate any law, rule, regulation, contract,
or agreement otherwise enforceable by any of the Parties.
TIME OF THE ESSENCE
The parties to this Agreement expressly agree that time is of the essence of
this contract.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
caused this Agreement to be executed by their duly authorized representatives.
Effective Date: The 14th day of November, 2001.
COMPANY CONSULTANT:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Professional Services Agreement Page 8 of 12 Pages
EXHIBIT "A"
STATEMENT OF WORK
This STATEMENT OF WORK amends and becomes a part of that certain PROFESSIONAL
SERVICES AGREEMENT by and between InnerSpaceCo, Inc., a Georgia Corporation
having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("Company") and R. E. Gross and Associates LLC, having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ ("Consultant") having the Effective Date of the 9th day of November,
2001.
SERVICES TO BE PERFORMED
Services will include system design, computer programming and documentation of
work in the Microsoft Visual Basic, C and/or other Programming Languages on IBM
compatible personal computers and networks that use Microsoft Operating Systems
and their variants. System design, computer programming and documentation of
work in other environments may also be included, as Consultant is qualified and
as Company from time to time may request.
The collection of computer programs known as OneClaim(R)Plus, which is licensed
to Company from, and owned by MB Software Solutions, Inc., a Texas Corporation
having its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
in ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Licensor") shall be modified by Consultant as specified
elsewhere herein to include:
1. Conversion from Microsoft Visual Basic 4 to Microsoft Visual Basic 6;
2. Conversion from Microsoft ACCESS to Microsoft SQL and Microsoft SQL Server 2000;
3. Conversion from lower levels of Microsoft C or Microsoft C++ to Microsoft C++6;
4. Review of all third party control software, removal/updating of non-current
versions of third party control software and conversion from third party control
software to Microsoft versions, where practical; and all the while
5. Maintaining the functional equivalent to the OneClaim(R)Plus software, as originally provided.
SOFTWARE TO BE DELIVERED
Software delivered shall include all source and object programs, procedures,
explanation, instructional material and any other documentation or item produced
by Consultant relating to the Services.
COMPENSATION
Price. The price and payment schedule for the Services described herein shall be
as set forth in the Price and Payment Table below. The applicable price for all
additional Services shall be seventy-five dollars ($100.00) per hour, on a time
and material basis, where an anticipated estimate of hours required will be
mutually agreed in advance with an authorized representative of Company for each
element of the Services. The Price includes all Consultant's wages, taxes,
overhead, general and administrative expenses and all other indirect costs and
any profit to be recovered or charged under this Agreement.
Expenses. Consultant shall bear all out of pocket expenses relating to this
Agreement. However, contingent with their preapproval by an authorized
representative of Company and Consultant's timely providing of an appropriate
receipt from their source of purchase, some out of pocket expenses may be
individually considered.
Professional Services Agreement - Exhibit A - Statement of Work Page 9 of 12 Pages
Price and Payment Table.
1. Payment with Agreement $ 6,500.00
2. January 15, 2002 $ 5,500.00
3. February 15, 2002 $ 5,500.00
4. July 15, 2002 $ 32,500.00
Total Price: $ 50,000.00
DESIGNATED HOURS
Consultant has no Designated Hours at which to perform the Services and is free
to choose which hours are necessary to perform the Services.
DATE OF DELIVERY OF SOFTWARE AND COMPLETION OF SERVICES
Delivery of Software and Completion of Services shall be within reasonable
proximity to the Target Completion dates below or at a time mutually agreed in
advance with an authorized representative of Company for each element of the
Services, as such elements become defined.
Completion of Task Elements of the Services shall be as shown below or otherwise
determined in advance by mutual agreement with an authorized representative of
Company for each element of the Services, as such elements become defined.
EQUIPMENT, SOFTWARE AND DOCUMENTATION PROVIDED
Consultant shall provide all necessary equipment to perform the services, with
exception of equipment and software provided for herein by Company.
Professional Services Agreement - Exhibit A - Statement of Work Page 10 of 12 Pages
ONECLAIM PLUS UPGRADE TASKS
TASK ELEMENTS INVESTED TO DO TARGET
HOURS HOURS COMPLETION
1. OneClaim(R)Plus Analysis and Design
Review of all the code, its structure and architecture. Plan 400 0 Completed
and design the upgrade, including specific program migration
strategies and minimization of conversion issues.
2. Security & Encryption
The security and encryption software developed for MedEWay's 80 3 11/24/2001
Internet site will be integrated into this UCP upgrade. It
will use RC4/RC5 128 bit Public/Private
keyed encryption. There is no new development required for
this effort.
3. Communications Software
The previous version of the OneClaim(R)Plus software relied 200 50 12/1/2001
on TAPI custom controls to communicate with external
systems. MedEWay (MBSSI's Parent) is
addressing this issue and will provide these programs. The
purpose of the this software is to communicate out of
OneClaim(R)Plus to MedEWay's Electronic Claims Clearinghouse
and Electronic Statement Processing Center.
4. Scheduler Software
Scheduler software is already converted to Visual Basic 6.0. 12 40 12/7/2001
Remaining work is required fitting the SQL database and
removing/replacing and upgrading custom
controls.
5. Database Utilities
The entire set of database utilities included in the 0 80 1/5/2002
previous version of the software must be completely
redeveloped. These will take about 2 weeks to
complete.
6. Patient Wizard
The "Patient Wizard" will be upgraded to operate 0 60 1/7/2002
consistently with the other programs, controls and database
being upgraded.
7. SDS Billing
This Billing module performs the functions of validating and 150 45 1/15/2002
formatting claims and patient statements for production ion
paper or electronic submission. Inspection
by two developers, one highly skilled in C++, indicate that
it will not be very difficult to upgrade the programs to
work with VB6 and the SQL database - about a week's work,
much of it checking the work and testing once programming is
completed.
Professional Services Agreement - Exhibit A - Statement of Work Page 11 of 12 Pages
TASK ELEMENTS INVESTED TO DO TARGET
HOURS HOURS COMPLETION
8. OneClaim Plus Program (Main Application)
Conversion of the Main Application is approximately 60% 100 120 1/21/2002
completed, not counting integration with other programs and
testing. There are several issues that
must be addressed for the software to be completely
functioning as it would in its current state.
a. Completion of database upgrade to SQL Server 2000
b. Completion of removal of custom controls that are no longer
needed and upgrading controls
c. Completion of look and feel testing Remaining work with this
program will be spent addressing look and feel issues,
integration of the other products with it, and testing
9. Help Files
There is a large investment in the Help Files and they can 2 80 1/22/2002
remain largely untouched. However, there is a moderate
amount of structural work required to fit
them into the upgraded software package.
10.Installation Procedure
The automated installation and uninstallation process will 3 22 2/5/2002
be accomplished, in a straightforward approach, using the
Wise 3.5 for Windows Installer Utility
program. The current installation program, although it might
convert easily, will be entirely replaced in order to work
with the recent advances in the Installer Utility program.
This will be built and tested with the delivery of each
module and finalized as the last development task.
TOTAL: 947 500
