NitroCast Prototype Development
Statement of Work
Prepared By
[GRAPHIC OMITTED][GRAPHIC OMITTED]
July 24, 2000
--------------------------------------------------------------------------------
Statement of Confidentiality
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This document contains trade secrets and information that is company
sensitive, proprietary, and confidential, the disclosure of which would provide
a competitive advantage to others. As a result, this document shall not be
disclosed, used or duplicated, in whole or in part, for any purpose other than
to evaluate Nivis.
If a contract is awarded to Nivis, as a result of, or in connection with
the submission of this document, any right to duplicate, use, or disclose the
data will be to the extent provided in the resulting agreement. This restriction
does not limit the rights of the recipient to use information contained in the
data if it is rightfully obtained from another source without restriction.
Copyright (c) 2000 Nivis [Unpublished]. All rights reserved.
22
<PAGE>
Table of Contents
Nivis contacts:...............................................................2
1. Scope of Work........................................................3
2. Proposed Approach....................................................4
3. Deliverables.........................................................5
o Project kick-off, planning and agreement on milestone dates..........5
o Project Management...................................................5
o BluePrint............................................................5
o Prototype Handover...................................................5
4. Nivis Assumptions....................................................5
5. Staffing.............................................................6
6. Responsibilities of Both Parties.......................................6
Nivis Responsibilities.................................................6
Greenleaf Responsibilities.............................................6
7 Estimated Project Schedule..............................................7
8 Fees....................................................................7
9 Statement of Work Agreement.............................................7
23
<PAGE>
Nivis contacts:
Nivis LLC
2859 Paces Ferry Road
Suite 1600
Atlanta, Georgia 30339
770.863.9888
www.nivis.com
Marius Chilom
CEO
[email protected]
404.386.4164
Pat Sullivan
Director - Business Development
[email protected].....
404.229.3539
24
<PAGE>
The parties to this Statement of Work (SOW) are Nivis, LLC ("Nivis") and
Greenleaf Technologies Corporation ("Greenleaf"). This Statement of Work defines
the scope of services to be performed by Nivis for Greenleaf in its production
of its "NitroCast" broadband entertainment device prototype generally described
under Section 1, Scope of Work below. The statement includes a definition of the
scope of work, an overview of the proposed approach, deliverables, Nivis
assumptions, staffing, responsibilities of both parties, a firm, definitive
project schedule and professional fees and expenses.
1. Scope of Work
Nivis shall develop an initial product prototype that meets specifications
set forth by GreenLeaf Technologies. The research and development Phase I
described in this Statement of Work will result in a product, which will operate
on either a Windows 9x/NT hybrid or Linux platform. The new box or
better-described "component" will become the central repository and delivery
mechanism for video and audio based entertainment in the home. The component
will have the capability to store, download, stream and play the latest movies,
deliver television programming, serve up video games and play music off the
Internet and users will be able to surf the net on their TV's. Nivis will
deliver to GreenLeaf a prototype device that can be used for demonstration of
the above capabilities.
Greenleaf shall provide onsite oversight of the proposed project and Nivis
and its employees shall cooperate with the Greenleaf project director in a
reasonable fashion. Nivis shall provide Workspace at Nivis' Atlanta facility for
the Greenleaf project director to manage these activities and to provide
Greenleaf staff with knowledge transfer opportunities. Nivis will provide
information to the Greenleaf project director throughout product development and
via the final deliverables. Nivis' obligations per this paragraph assume in
depth technical knowledge on the part of the Greenleaf project director.
2. Proposed Approach
Nivis proposes an approach that takes into account the knowledge and
expertise of both Greenleaf and Nivis personnel. We propose to meet at the Nivis
during the first week of the project to fully document a working blueprint that
includes processes and desired outcomes of this research and development effort.
Attachment A is a Visio document that shows a graphical representation of the
process. Attachment B defines each step of the process from Attachment A. Below
is a high-level project plan and timeline.
[OBJECT OMITTED]
25
<PAGE>
3. Deliverables
o Project kick-off, planning and agreement on milestone dates
Consists of project introduction, establishment of milestones and milestone
dates, development of project plan and agree on the Change Request/Scope
process. All customization and/or interfaces that exceed these stated thresholds
would be considered out of scope of this SOW.
o Project Management
Weekly Written Status Reports will be developed and maintained. The Nivis
project manager will handle all Change Request/Scope Change items and their
resolution.
o BluePrint
At the end of week 1 a comprehensive document will be delivered to
GreenLeaf for signature that will include a technical and functional
specification from which to continue the project. The blueprint will contain
references to technology to be utilized, processes to be followed and metrics
for success of each step of that process. Signature by both parties on this
document will allow the project to advance to detailed development and testing.
o Prototype Handover
Nivis shall deliver the NitroCast device, and accompanying product software
and documentation to Greenleaf upon receipt of final payment. The prototype will
meet specifications mutually agreed upon in the blueprint.
o Product Documentation
Upon delivery of the Product, Nivis shall provide Greenleaf with complete
documentation necessary for Greenleaf to operate and demonstrate the prototype.
Product documentation shall be provided in both written and digital form.
Greenleaf project management will coordinate with Nivis project management to
mutually agree in writing to documentation deliverables within the first 5 days
of the project.
Nivis will provide all deliverables detailed in this Statement of Work and
according to the mutually agreed upon Project Plan. Any additional work not
included in this document must be described in a Nivis Change Request. Greenleaf
agrees to respond to a change request within 24 hours of receipt. Greenleaf
agrees to use this format when requesting any changes to this Statement of Work.
Nivis and Greenleaf must authorize all change activity before work begins.
26
<PAGE>
4. Nivis Assumptions
Nivis' fees, work plans, and deliverables are contingent upon the following
assumptions:
1. Access to required Greenleaf management and staff will be reasonably
available to the Nivis project team during this engagement.
2. Greenleaf will provide a full time (75%) project representative to work
with the Nivis team during the creation of the system blueprint.
3. Greenleaf will provide timely signature approval to milestone deliverables
upon their execution and acceptance as evidence of progress. If signoff is
not received within 24 hours and the acting Greenleaf Project Director has
not notified Nivis that the deliverable is unacceptable, the document will
be considered accepted. The delivery of the signoff document to the acting
Greenleaf Project Director will trigger the Nivis invoice for such
milestone deliverable.
4. All hardware/software not currently in the possession of Nivis but which is
required to either fulfill specific project objectives or to produce the
NitroCast prototype will be provided and paid for by Greenleaf
technologies. We currently estimate $45,000 in expense for these items. See
Attachment C for details behind our estimate. All items requiring purchase
must be documented and agreed to in writing by both Nivis and Greenleaf
prior to the items purchase.
27
<PAGE>
5. Staffing
Nivis will dedicate a Project Manager and a team of application and
technical consultants to this engagement effort. These consultants will
primarily work out of the Atlanta Nivis office.
Greenleaf personnel will be assigned to the Project team as determined by
the final project plan. It is estimated that functional and technical
support/management personnel will be required occasionally to assist in the
delivery of Greenleaf assigned tasks (i.e. validation, process flow, industry
questions, etc). A dedicated project director will work closely with the Nivis
project manager to assure timely completion of assigned tasks and deliverable.
6. Responsibilities of Both Parties
The spirit of this engagement is one based on mutual advantage and
partnership. In keeping with this, the following outlines each party's
responsibilities in making this project a success.
Nivis Responsibilities
Nivis will provide a Project Manager to coordinate all activities of the
engagement team and to serve as the primary point of contact with the Greenleaf
management team. This will include preparation of a comprehensive,
milestone-based and driven project plan that identifies, for each project
milestone activity, the scheduled time frame and resources required. Nivis also
will provide a weekly status report that describes the status of project
activities against the plan and is responsible for all organizational
communications and user acceptance planning.
Project Management Deliverables include:
o Detailed, Milestone-based Workplan - after mutual agreement is reached on
the engagement scope and content.
o Status Reports - weekly
o Executive Briefings - every two weeks
Greenleaf Responsibilities
Greenleaf will designate a dedicated Project Director with responsibility
and authority for review and approval of deliverables under this agreement.
In order to accomplish the tasks outlined in this Statement of Work and
provide the deliverables in accordance with the rapid implementation approach,
Nivis will require strict compliance from Greenleaf by the dates agreed to in
the project plan. If Greenleaf does not provide any of these items by the
required date specified (subject to the terms outlined in Nivis Assumptions item
three), delivery dates and incremental costs to Greenleaf for Nivis deliverables
will be revised accordingly, subject to the terms outlined in "Professional
Arrangements" paragraph three (3) and according to the Professional Services Fee
Schedule contained herein.
Nivis will not be held responsible for delays in the timetable due to the
unavailability of data or resources from Greenleaf.
28
<PAGE>
7 Estimated Project Schedule
NIVIS shall commence the work described herein on July 31, 2000 and
estimates delivery all deliverables to Greenleaf on or before October 16, 2000.
The estimated schedule is described in detail in section 2 above.
8 Fees
Nivis shall perform all work pursuant to this Agreement for an estimated
time and materials fee of $670,000. Fees are subject to the following:
Payment will be due as follows: $100,000 due upon signing of this
agreement. The balance will be paid as follows:
o $100,000 due on completion and signoff of initial blueprint (001 on project
plan)
o $275,000 due upon completion of Windows and Linux Software development
(Step 006 on project plan)
o Remaining amount (estimated to be $195,000) due upon completion (015 on
project plan) on October 6, 2000. Any variance above or below the estimated
cost will be settled on this final payment.
o Greenleaf and Nivis will execute a standard Consulting Agreement on or
before August 15, 2000 that will include language outlining Nivis as a
"work for hire" developer for Greenleaf.
1. Any change in the scope of work or due date of a milestone, requires
written approval by Greenleaf and Nivis prior to proceeding and is subject
to the change request process defined herein.
2. Out of scope work will be billed at the blended rate of $125/hr. Nivis
shall perform no out of scope work without prior written approval of
Greenleaf and Nivis.
3. Reasonable out of pocket expenses for items directly related to the project
including but not limited to equipment, travel, meals, supplies etc., will
be paid by Greenleaf. Any purchase over $500 will require written approval
from the Greenleaf Project Director prior to purchase. Nivis will supply a
list of hardware required for purchase at least 1 week in advance for
signature approval. Nivis will invoice Greenleaf weekly for such expenses.
9 Statement of Work Agreement
By signing this document, Greenleaf and Nivis agree to the terms of the
Statement of Work. Greenleaf may terminate this agreement with or without cause,
with a 20 day written notice. If this Agreement is terminated without cause,
Greenleaf agrees to compensate Nivis for all services rendered towards this
Project on a pro rata basis based on work completed through the Project
cancellation date. If this Agreement is terminated for cause, Nivis shall be
compensated only for delivered work of actual value to Greenleaf in its
subsequent pursuit of the Project.
Signatures on the following page
29
<PAGE>
Accepted and Agreed To:
Client: Greenleaf Technologies Corp. Nivis
By:/s/Gerald Warnero By:/s/Marius Chilom
Name: Gerald Warnero Name: Marius Chilom
Title: CEO Title: CEO
30
