M1 Letter of Engagement
PARTIES INVOLVED
This letter constitutes an agreement to develop software between M1
Software (M1) and Panoramic Care Manager, Inc. (CLIENT).
SCOPE OF WORK
M1 will provide the following software consulting services (the "Services")
to CLIENT:
o Software development and technical assistance to CLIENT developers;
and
o Software architectural development, preparation of software
specifications, and related activities, and assistance thereon;
PAYMENT AND BILLING INFORMATION
M1's discounted hourly rate Software Engineers under this engagement is
$80.00. M1 is entering this contract on a time and materials hourly basis.
In return for services, CLIENT shall pay a retainer to M1 in the amount of
$30,000.00 upon project inception. M1 will bill our hourly rate against
this retainer until it is 50% depleted and then apply the balance to the
final invoice. During the course of the project, M1 shall submit invoices
to CLIENT on a regular basis. These invoices will indicate date, developer,
hours worked, and work accomplished. These invoices are payable on Net 10
day terms.
As additional compensation for services, CLIENT will grant to M1 60 SHARES
OF COMMON STOCK FOR EACH HOUR of Services provided to CLIENT to a maximum
of 50,000 shares.
CONFIDENTIALITY
In connection with this engagement, M1 shall have access to or possession
of CLIENT's written procedural, and CLIENT's manual and data processing
business systems all of which are descriptive of CLIENT's proprietary
practices and methods of doing business on as needed basis. M1 understands
that all such CLIENT documentation, accounting information and business
systems are the property of CLIENT and shall be of a confidential nature
and shall be deemed trade secrets of CLIENT. M1 shall not disclose such
information or material to, or utilize such information or material for,
any other party. M1 agrees to return to CLIENT materials furnished by
CLIENT, or created by M1 for CLIENT, at anytime at CLIENT's request upon
receipt of payment for any unbilled services requested by CLIENT and
completed by M1. M1 agrees to keep CLIENT information and material in a
secure place, under access and user restrictions designed to
prevent disclosure or copying of the software to unauthorized persons in a
manner not less strict that those applicable to CLIENT's trade secrets.
OWNERSHIP
M1 will develop the using its library of software tools, code and
expertise in the course of the development of the application. The
software, source code and documentation created by M1 for CLIENT, shall be
wholly owned by CLIENT.
EMPLOYMENT SOLICITATION
CLIENT agrees not to solicit for employment, to hire, or to contract with
M1's employees, agents or other personnel utilized by either party during
the period work is being performed pursuant to this Agreement or any
Schedule thereunder or for a period of twenty-four (24) months thereafter
without the prior written permission of M1. Termination of this Agreement
or any Schedule hereunder shall not relieve CLIENT of the restrictions
contained in this Section. Any breach of this covenant will result in a
penalty of four times the compensation paid to M1's employees, agents or
other personnel utilized by either party during the period work is being
performed pursuant to this Agreement or any Schedule thereunder.
UNRELATED PROBLEMS
M1 will not alter any of the CLIENT's system configuration settings
outside of the scope as determined by the specification resulting from
this engagement, and so will not be responsible for system-related
problems except where related to M1-produced code. These problems may
include, but are not limited to, Windows and operating system
configuration errors, printer drivers, speed of the software, hardware
failures, network specific problems of any sort, and user errors. All
programming environment and software tools contain certain errors and
omissions. These problems are not within the control of M1.
SOFTWARE SPEED
M1 Software will make every effort to optimize the speed of the software
resulting from this agreement. We strive for fast software. Factors
affecting speed may include, but are not limited to, Windows and operating
system configuration, printer drivers, speed of hardware and network
configuration. These problems are not within the control of M1.
FAIR USE
CLIENT agrees to allow M1 Software to use images and descriptions of the
software developed as a result of this agreement to demonstrate our level
of workmanship and
quality that we provide our customers in slick sheets, CD-ROM and other
media. M1 will ensure that no confidential CLIENT information is revealed
with these samples.
LIMITATION OF LIABILITY
The entire and exclusive liability and remedy for breach of this software
agreement shall be limited to the amount paid to M1 under terms of this
contract, and shall not include or extend to any other damages, including
but not limited to, loss of profit, data, incidental or consequential
damages. In no event will M1 software's liability for any damages to the
CLIENT ever exceed the actual compensation received by M1 regardless of
the form of the claim. However, CLIENT shall be entitled to injunction
relief in connection with a breach of confidentiality of CLIENT systems
and materials.
WARRANTY
M1 will warrant software produced for CLIENT for a period of 90 days past
acceptance of the Release Candidate. M1 reserves the right to determine
whether or not bugs found are caused by M1 produced code, or not. M1 will
be fair and equitable in the determination of the cause of any ensuing
problems during the warranty period. If it is determined that problems
identified are not the result of M1 code, M1 will undertake to resolve the
problem on a time and materials basis if the CLIENT requests it. During
the warranty period, CLIENT must make xxxxxxx efforts to rigorously employ
the application, and identify any bugs.
MISCELLANEOUS
If any portion of this agreement is found void or unenforceable, the
remainder will remain valid and enforceable according to its terms. This
statement shall be construed, interpreted, and governed by the laws of the
State of California, USA. M1 Software reserves all rights not specifically
granted in this document.
M1 warrants infringement against trade secrets, trademark, copyright,
patent or other proprietary rights of other parties.
SIGNED:
M1 Software Panoramic Care Manager, Inc.
0000 00xx Xxxxxx, Xxxxx 000 00000 X. 00xx Xxxxx
Xxxxx Xxxxxx, XX 00000 Xxxxxx, XX 00000
______________________________________ _____________________________________
(Sign) (Sign)
______________________________________ _____________________________________
Name (Print) Name (Print)
______________________________________ _____________________________________
Title Title
______________________________________ _____________________________________
Date Date
